Other3

ADIAL PHARMACEUTICALS, INC.

Total Value

$NaN

Filing Date

Oct 30, 2026

1 transactions

Trade Summary

On Oct 28, 2026, Saiki Julie, Chief Strategy Officer, reported $NaN of ADIAL PHARMACEUTICALS, INC. (ADIL) across 1 transactions. The filing covers company securities and reflects balanced net activity of $NaN. Insider transactions are sourced from SEC Form 4 disclosures and should be reviewed alongside company fundamentals and the insider's broader trading history.

Insider Information

Name: Saiki Julie
Role: Chief Strategy Officer
Location: ENCINO, CA

Filing Details

Filing Date: Oct 30, 2026
Transaction Date: Oct 28, 2026
Accession Number: 0001213900-26-114578
Form Type: 3

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Footnotes

(F1)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.
(F2)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.
(F3)Immediately exercisable.
(F4)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.
(F5)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.
(F6)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.
(F7)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.

SEC Form 3

FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Saiki Julie

(Last)

(First)

(Middle)

C/O AZORA THERAPEUTICS, INC.

16501 VENTURA BLVD., SUITE 400

(Street)

ENCINO

91436

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2026

3. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,719⁽¹⁾	D
Common Stock	62,665	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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

Explanation of Responses:

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.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	/s/ Matthew Davidson, Attorney-in-Fact	10/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Form 3 as rendered by the SEC from accession 0001213900-26-114578.

ADIAL PHARMACEUTICALS, INC.

Trade Summary

Company Information

Insider Information

Filing Details

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Footnotes

SEC Form 3

SEC Filing

SEC Form 3