10/30/2026 | Press release | Distributed by Public on 10/30/2026 18:36
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (2) | 06/12/2036 | Common Stock | 72,719 | $2.98 | D | |
| Stock Option (Right to Buy) | (3) | 11/21/2033 | Common Stock | 31,915 | $1.57 | D | |
| Stock Option (Right to Buy) | (4) | 04/20/2036 | Common Stock | 67,021 | $0.63 | D | |
| Series A Preferred Stock | (7) | (7) | Common Stock | 1,852,229(5)(6)(7) | (5)(6)(7) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Saiki Julie C/O AZORA THERAPEUTICS, INC. 16501 VENTURA BLVD., SUITE 400 ENCINO, CA 91436 |
Chief Strategy Officer | |||
| /s/ Matthew Davidson, Attorney-in-Fact | 10/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents an award of restricted stock units ("RSUs"). The RSUs vest as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date. |
| (2) | The option vests as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date. |
| (3) | Immediately exercisable. |
| (4) | The option vests as to 25% of the shares on the first anniversary of the vesting commencement date (April 20, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date. |
| (5) | On June 11, 2026, the Issuer acquired the private Delaware corporation which was then known as Azora Therapeutics, Inc. ("Old Azora") in accordance with the Agreement and Plan of Merger, dated June 11, 2026 ("Merger Agreement"), by and among the Issuer, Adial Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("First Merger Sub"), Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Old Azora. |
| (6) | Under the terms of the Merger Agreement, on June 11, 2026, First Merger Sub merged with and into Old Azora, with Old Azora surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Old Azora merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, shares of outstanding common stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock of Old Azora were converted into the right to receive shares of the Issuer's common stock ("Common Stock") and Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") in accordance with the Merger Agreement. |
| (7) | Subject to certain conditions set forth in the Merger Agreement (including receiving stockholder approval of the issuance of Common Stock upon conversion of the Series A Preferred Stock (the "Preferred Stock Conversion Proposal")) and the Certificate of Designation of the Series A Preferred Stock (which contains certain beneficial ownership and other limits), each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock and has no expiration date. Stockholders approved the Preferred Stock Conversion Proposal on October 28, 2026 (the "Conversion Proposal Approval Date"). The Series A Preferred Stock will convert automatically into Common Stock within three business days following the Conversion Proposal Approval Date. |
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Remarks: Exhibit 24, Power of Attorney, is attached. |
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