{"url_path":"/sec/adil/8-k/2026-08-11/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-087439-index.html","accession_number":"0001213900-26-087439","cik":"0001513525","ticker":"ADIL","issuer_name":"ADIAL PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1513525/0001213900-26-087439-index.html","primary_entity_key":"0001513525","primary_entity_name":"ADIAL PHARMACEUTICALS, INC."},"word_count":685,"has_tables":true,"body_markdown":"true\n0001513525\n\n0001513525\n\n2026-06-11\n2026-06-11\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, D.C. 20549**\n\n \n\n**FORM 8-K/A**\n\n**(Amendment No. 1)**\n\n \n\n**CURRENT REPORT**\n\n \n\n**Pursuant to Section 13 or 15(d) of the Securities\nExchange Act of 1934**\n\n \n\nDate of Report (date of earliest event reported):\n**June 11, 2026**\n\n \n\n**Adial Pharmaceuticals, Inc.**\n\n*(Exact name of registrant as specified in charter)*\n\n \n\n**Delaware**\n\n*(State or other jurisdiction of incorporation)*\n\n \n\n**001-38323**\n \n**82-3074668**\n\n*(Commission File Number)*\n \n*(IRS Employer\nIdentification No.)*\n\n** **\n\n**4870 Sadler Road, Ste 300**\n\n**Glen Allen, VA 23060**\n\n*(Address of principal executive offices and\nzip code)*\n\n \n\n**(804) 487-8196**\n\n*(Registrant’s telephone number including\narea code)*\n\n \n\n* *\n\n*(Former Name and Former Address)*\n\n \n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:\n\n \n\n☐\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n \n\n☐\nSoliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)\n\n \n \n\n☐\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n \n\n☐\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title of each class**\n \n**Trading Symbols**\n \n**Name of each exchange on which registered**\n\nCommon Stock\n \nADIL\n \n\nThe Nasdaq Stock Market LLC\n\n(Nasdaq Capital Market)\n\n \n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of\nthe Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth company ☐\n\n \n\nIf an emerging growth company, indicate by checkmark\nif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards\nprovided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Explanatory Note**\n\n \n\nThis Amendment No.1 on Form 8-K/A (this “Amendment”)\namends that Current Report on Form 8-K filed by Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with\nthe Securities and Exchange Commission (the “SEC”) on June 11, 2026 (the “Original Form 8-K”). The Original Form\n8-K was filed to, among other things, report the Company’s acquisition (the “Merger”) of Azora Therapeutics, Inc., a\nDelaware corporation (“Azora”), pursuant to that Agreement and Plan of Merger, dated June 11, 2026 (the “Merger Agreement”),\nby and among the Company, Adial Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Adial Second Merger\nSub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Azora.\n\n \n\nIn the Original Form 8-K, the Company stated its intention to file the historical financial statements of Azora and the pro forma financial\ninformation required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that the Original Form\n8-K was required to be filed with the SEC. This Amendment amends the Original Form 8-K in order to include the required financial information,\nwhich is filed as exhibits hereto and is incorporated herein by reference.\n\n \n\nThis Amendment should be read in conjunction with the Original Form 8-K. Except as set forth herein, no modifications have been made to\ninformation contained in the Original Form 8-K, and the Company has not updated any information contained therein to reflect events that\nhave occurred since the date of the Original Form 8-K. The unaudited pro forma condensed combined financial information, and the related\nnotes, attached as Exhibit 99.3 to this Amendment have been presented for informational purposes only, as required by Form 8-K, and does\nnot represent or purport to represent actual financial positions or results of operations that the Company would have achieved had the\ncompanies been combined as of the dates or during the periods presented, nor do they represent or purport to represent any anticipated\ncombined financial position or the future results of operations that the Company may achieve after the Merger.\n\n \n\nIn accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 (as amended) is included\nherein."}