CEO — Matthew Davidson: The filing announces the internal promotion of Matthew Davidson to CEO, succeeding Cary J. Claiborne whose employment was terminated, representing a significant but planned leadership transition rather than a sudden loss of a sitting executive.

The filing discloses the approval of equity incentive and stock purchase plans at the annual meeting, which is a compensatory arrangement rather than a management change.

Entry into a Material Definitive Agreement. After the closing of the PIPE and the Note Exchange, it was determined that, for accounting purposes, the Penalty Provision in the Purchase Agreement and Exchange Agreements caused the entire value of the Milestone Warrants that the PIPE Investors and Former Azora Noteholders have a right to purchase to be classified as a liability in the Company’s financial statements, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ende…

Unregistered Sales of Equity Securities. On August 19, 2026, Adial Pharmaceuticals, Inc. (the “Company”) granted an option to purchase 307,814 shares of Company common stock to an individual as a material inducement to such person becoming an employee of the Company. The option award has an exercise price of $5.76 per share, the closing price of the Company’s common stock on August 19, 2026, the effective date of grant, and has a ten-year term. The option award will vest over four years, with…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 18, 2026, Adial Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the stockholders’ equity reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, the Company no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 for continued…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

CEO — Cary Claiborne: The CEO and CFO are set to be terminated contingent on stockholder approval, indicating a significant leadership overhaul rather than a routine succession.

by reference. Shares of Common Stock held by the holders thereof immediately prior to the First Effective Time remain outstanding and unaffected by the Merger. Immediately following the consummation of the Merger, but prior to giving effect to the Financing (as defined below) and the Azora Note Exchange (as defined below), assuming the conversion of all of the shares of Series A Preferred Stock issued pursuant to the Merger Agreement into shares of Common Stock (without giving effect to any b…

Completion of Acquisition or Disposition of Assets. On June 11, 2026, the Company completed its acquisition of Azora. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

With respect to the Securities that have already been issued and sold, such Securities were offered and sold, and with respect to such Securities that will be issued and sold, such Securities will be offered and sold, in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. The Securities that have already been issued and sold have not been, and to the extent the securities have not yet been issued will not be, registered under the Securities…

The filing describes financial transactions and warrant exchanges, not a management change.

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

The filing describes the grant of restricted stock awards and options to certain officers and directors as part of their compensation.

Results of Operations and Financial Condition. On March 6, 2026, Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) issued a press release that included financial information for its fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information in this

Other Events. Special Meeting of Shareholders On February 26, 2026, Adial Pharmaceuticals, Inc. (the “Company”) called to order its Special Meeting of Stockholders (the “Special Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. As a result, the Company was not able to convene the Special Meeting. Under that certain warrant inducement agreement (the “Inducement Agreement”), dated November…

Regulation FD Disclosure. On March 3, 2026, Adial Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that it has entered into a collaboration framework agreement with Molteni Farmaceutici for a proposed exclusive partnership covering the commercialization of AD04 in Europe. The collaboration framework, which is subject to execution of a final definitive agreement, sets forth the strategic and financial parameters of the proposed partnership, covering clinical, regulatory,…

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Director — James W. Newman, Jr.: Mr. Newman resigned from his position as a member of the Board without providing any specific reasons.

Entry into a Material Definitive Agreement. Warrant Inducement Transaction On November 25, 2025, Adial Pharmaceuticals, Inc. (the “Company”) entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder named therein (the “Holder”) of Series C-1 Common Stock Purchase Warrants to purchase up to 4,025,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), originally issued on May 5, 2025 (the “Series C-1 Warrants”) and Series…

Unregistered Sales of Equity Securities. The disclosure required by this

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 2, 2025, Adial Pharmaceuticals, Inc. (the “Company”) received a letter (the “September 2025 Nasdaq Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company is eligible for an additional 180 calendar days, or until March 2, 2026, to regain compliance with Nasdaq’s requirement to maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing R…

and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

The filing is about the approval of an equity incentive plan amendment, not a management change.