{"url_path":"/sec/adil/8-k/2026-08-11/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","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":944,"has_tables":true,"body_markdown":"**Item 9.01 Financial Statements and Exhibits.**\n\n** **\n\n(a) Financial statements of business acquired.\n\n \n\nThe historical audited consolidated balance sheets\nof Azora as of December 31, 2025 and 2024 and the related audited consolidated statements of operations and comprehensive loss, convertible\npreferred stock and stockholders’ deficit, and cash flows for the years ended December 31, 2025 and 2024, and the notes related thereto,\nare included as Exhibit 99.3 hereto and incorporated by reference into this Item 9.01(a).\n\n \n\nThe unaudited condensed consolidated financial\nstatements of Azora as of March 31, 2026 and 2025 and for the three months ended March 31, 2026 and 2025, and the related notes thereto,\nare included as Exhibit 99.4 hereto and incorporated by reference into this Item 9.01(a).\n\n \n\n(b) Pro forma financial information.\n\n \n\nThe Company’s unaudited pro forma condensed\ncombined balance sheet as of March 31, 2026, the unaudited pro forma condensed combined statement of operations for the three months ended\nMarch 31, 2026, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, and the related\nnotes thereto, are included as Exhibit 99.5 hereto and incorporated by reference into this Item 9.01(b).\n\n \n\n1\n\n \n\n \n\n(d) Exhibits\n\n \n\nThe following\nexhibits are furnished with this Current Report on Form 8-K:\n\n \n\n**Exhibit\nNumber**\n \n**Exhibit 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. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex2-1.htm)\n\n3.1\n \n[Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, dated June 11, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex3-1.htm)\n\n4.1\n \n[Form of Pre-Funded Warrant (Financing) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex4-1.htm)\n\n4.2\n \n[Form of Warrant (Financing) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex4-2.htm)\n\n4.3\n \n[Form of Pre-Funded Warrant (Note Exchange) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex4-3.htm)\n\n4.4\n \n[Form of Warrant (Note Exchange) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/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 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex10-2.htm)\n\n10.3\n \n[Form of Registration Rights Agreement, by and among Adial Pharmaceuticals, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/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 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex10-4.htm)\n\n10.5\n \n[Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Tony Goodman, effective June 11, 2026 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex10-5.htm)\n\n10.6\n \n[Amendment to Employment Agreement between Adial Pharmaceuticals, Inc. and Vinay Shah, effective June 11, 2026 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex10-6.htm)\n\n23.1\n \n[Consent of CBIZ CPAs P.C., independent registered public accounting firm for Azora Therapeutics, Inc.](ea029980001ex23-1.htm)\n\n99.1\n \n[Press Release issued on June 11, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex99-1.htm)\n\n99.2\n \n[Investor Presentation, dated June 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2026).](https://www.sec.gov/Archives/edgar/data/0001513525/000121390026067711/ea029444801ex99-2.htm)\n\n99.3\n \n[Audited consolidated financial statements of Azora Therapeutics, Inc. as of and for the years ended December 31, 2025 and December 31, 2024 and the related notes thereto.](ea029980001ex99-3.htm)\n\n99.4\n \n[Unaudited condensed consolidated financial statements of Azora Therapeutics, Inc. as of and for the three months ended March 31, 2026 and 2025 and the related notes thereto.](ea029980001ex99-4.htm)\n\n99.5\n \n[Unaudited pro forma condensed combined financial information of Adial Pharmaceuticals, Inc. as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, and the related notes thereto.](ea029980001ex99-5.htm)\n\n104\n \nCover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)\n\n \n\n*\nCertain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.\n\n \n\n****\n\n2\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: August 10, 2026\n \n\n \n \n\n \n**ADIAL PHARMACEUTICALS, INC.**\n\n \n \n\n \nBy:\n/s/ Cary J. Claiborne                 \n\n \nName: \nCary J. Claiborne\n\n \nTitle:\nPresident and Chief Executive Officer\n\n \n\n3"}