{"url_path":"/sec/adil/8-k/2026-06-11/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-067711-index.html","accession_number":"0001213900-26-067711","cik":"0001513525","ticker":"ADIL","issuer_name":"ADIAL PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-067711-index.html","primary_entity_key":"0001513525","primary_entity_name":"ADIAL PHARMACEUTICALS, INC."},"word_count":431,"has_tables":true,"body_markdown":"**Item 9.01 - Financial Statements and\nExhibits.**\n\n \n\n(a) Financial statements of business acquired\n\n \n\nThe financial statements required by this Item\n9.01(a) are not included in this Current Report. The Company intends to include such financial statements by amendment to this Current\nReport no later than 71 calendar days after the date this Current Report is required to be filed.\n\n \n\n(b) Pro forma financial information\n\n \n\nThe pro forma financial information required\nby this Item 9.01(b) is not included in this Current Report. The Company intends to include such pro forma financial information by amendment\nto this Current Report no later than 71 calendar days after the date this Current Report is required to be filed.\n\n \n\n(d)  Exhibits\n\n \n\n**Exhibit\nNumber**\n \n**Description**\n\n2.1*\n \n[Agreement and Plan of Merger, dated June 11, by and among Adial Pharmaceuticals, Inc., Adial First Merger Sub, Inc., Adial Second Merger Sub, LLC and Azora Therapeutics, Inc.](ea029444801ex2-1.htm)\n\n3.1\n \n[Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, dated June 11, 2026.](ea029444801ex3-1.htm)  \n\n4.1\n \n[Form of Pre-Funded Warrant (Financing).](ea029444801ex4-1.htm)\n\n4.2\n \n[Form of Warrant (Financing).](ea029444801ex4-2.htm)\n\n4.3\n \n[Form of Pre-Funded Warrant (Note Exchange).](ea029444801ex4-3.htm)\n\n4.4\n \n[Form of Warrant (Note Exchange).](ea029444801ex4-4.htm)\n\n10.1*\n \n[Form of Securities Purchase Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each investor listed on Exhibit A thereto.](ea029444801ex10-1.htm)\n\n10.2*\n \n[Form of Exchange Agreement, dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc. and each note holder listed on Exhibit A thereto.](ea029444801ex10-2.htm)\n\n10.3\n \n[Form of Registration Rights Agreement, by and among Adial Pharmaceuticals, Inc. and the investors signatory thereto.](ea029444801ex10-3.htm)\n\n10.4\n \n[Amendment to Amended and Restated Employment Agreement between Adial Pharmaceuticals, Inc. and Cary J. Claiborne, effective June 11, 2026.](ea029444801ex10-4.htm)\n\n10.5\n \n[Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Tony Goodman, effective June 11, 2026.](ea029444801ex10-5.htm)\n\n10.6\n \n[Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Vinay Shah, effective June 11, 2026.](ea029444801ex10-6.htm)\n\n99.1\n \n[Press Release issued on June 11, 2026.](ea029444801ex99-1.htm)\n\n99.2\n \n[Investor Presentation, dated June 2026.](ea029444801ex99-2.htm)\n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*Certain\nschedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.\nThe Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and\nattachments to the Securities and Exchange Commission or its staff upon request.\n\n** **\n\n12\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: June 11, 2026\n\n**ADIAL PHARMACEUTICALS, INC.**\n\n \n \n\n \nBy:\n/s/\nCary J. Claiborne\n\n \nName:\nCary J. Claiborne\n\n \nTitle:\nPresident and Chief Executive\nOfficer\n\n \n\n \n\n13"}