Adial Pharmaceuticals (ADIL) Proxy filing summary

Executive summary

• Amended agreements with PIPE Investors and Former Azora Noteholders to remove penalty provisions and add lock-up restrictions on certain shares, aiming to reclassify Milestone Warrant rights from liability to equity and regain Nasdaq compliance.

• The amendments are expected to positively impact the company's balance sheet by increasing stockholders' equity and facilitating continued and initial listing on the Nasdaq Capital Market.

• The unaudited pro forma condensed consolidated balance sheet reflects these changes as if they occurred on June 30, 2026, and includes the conversion of Series A Preferred Stock into common stock.

Voting matters and shareholder proposals

• At the upcoming Annual Meeting, shareholders will vote on the issuance of common stock upon conversion of Series A Preferred Stock, which will exceed 19.99% of pre-merger outstanding shares and trigger a change of control under Nasdaq rules.

Board of directors and corporate governance

• The amendments and related transactions were executed with the approval and signatures of authorized company officers and investor representatives.