Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Davidson Matt 2. Issuer Name and Ticker or Trading Symbol ADIAL PHARMACEUTICALS, INC. [ADIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O AZORA THERAPEUTICS, INC., 16501 VENTURA BLVD., SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 10/28/2026 (Street) ENCINO, CA 91436 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/28/2026(1)(2)(3) A(1)(2)(3) 232,417(3) A $ 0 294,064 D Common Stock 3,427 I By Matt and Alli Davidson Trust(13)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	10/28/2026		A(4)(5)		1,822.13		(5)	(5)	Common Stock	1,822,130(4)	(4)(5)	1,822.13	D
Series A Preferred Stock	(2)	10/28/2026		A(5)(6)		101.298		(5)	(5)	Common Stock	101,298(6)	(5)(6)	101.298	I	By Matt and Alli Davidson Trust(6)
Stock Option (Right to Buy)	$2.98(7)	10/28/2026(8)		A		232,417		(8)	06/12/2036	Common Stock	232,417	$ 0	232,417	D
Stock Option (Right to Buy)	$0.54	10/28/2026(9)		A(9)		286,044		(10)	06/01/2031	Common Stock	286,044	(9)	286,044	D
Stock Option (Right to Buy)	$1.57	10/28/2026(11)		A(11)		31,914		(10)	11/21/2033	Common Stock	31,914	(11)	31,914	D
Stock Option (Right to Buy)	$0.63	10/28/2026(12)		A(12)		333,830		(12)	04/20/2036	Common Stock	333,830	(12)	333,830	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Davidson Matt C/O AZORA THERAPEUTICS, INC. 16501 VENTURA BLVD., SUITE 400 ENCINO, CA 91436	X		President and CEO

Signatures

/s/ Matthew Gene Davidson		10/30/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 11, 2026, the Issuer acquired the private Delaware corporation which was then known as Azora Therapeutics, Inc. ("Old Azora") in accordance with the Agreement and Plan of Merger, dated June 11, 2026 ("Merger Agreement"), by and among the Issuer, Adial Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("First Merger Sub"), Adial Second Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Second Merger Sub"), and Old Azora.
(2)	Under the terms of the Merger Agreement, on June 11, 2026, First Merger Sub merged with and into Old Azora, with Old Azora surviving the first merger as a wholly owned subsidiary of the Issuer, and immediately following the first merger, Old Azora merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Issuer (such mergers, collectively the "Merger"). Upon the closing of the Merger, shares of outstanding common stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock of Old Azora were converted into the right to receive shares of the Issuer's common stock ("Common Stock") and Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") in accordance with the Merger Agreement.
(3)	As previously reported, represents an award of restricted stock units ("RSUs"). On June 11, 2026, the Issuer's board of directors approved the RSUs to be issued on June 12, 2026, contingent on stockholder approval of the issuance of Common Stock upon conversion of the Series A Preferred Stock (the "Preferred Stock Conversion Proposal"). Stockholders approved the Preferred Stock Conversion Proposal on October 28, 2026 (the "Conversion Proposal Approval Date"). In addition, the RSUs' vesting terms were amended October 28, 2026 to provide that the RSUs vest as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.
(4)	Received, along with 61,647 shares of Common Stock previously reported, in exchange for 5,902,500 shares of Old Azora common stock in connection with the Merger Agreement.
(5)	Subject to certain conditions set forth in the Merger Agreement (including receiving stockholder approval of the Preferred Stock Conversion Proposal) and the Certificate of Designation of the Series A Preferred Stock (which contains certain beneficial ownership and other limits), each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock and has no expiration date. The Series A Preferred Stock will convert automatically into Common Stock within three business days following the Conversion Proposal Approval Date.
(6)	Received, along with 3,427 shares of Common Stock previously reported, in exchange for 200,000 shares of Series A-1 Preferred Stock and 128,138 shares of Series A-2 Preferred Stock of Old Azora in connection with the Merger Agreement. The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.
(7)	The exercise price reported on this item corrects a scrivener's error on the Reporting Person's Form 4 filed on June 16, 2026, which inadvertently stated the exercise price for the option as $2.89. The correct amount is $2.98 as reported herein.
(8)	As previously reported, on June 11, 2026, the Issuer's board of directors approved the option grant issued to the Reporting Person on June 12, 2026, contingent on stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date. In addition, the option's vesting terms were amended October 28, 2026 to provide that the option vests as to 25% of the shares on the first anniversary of the grant date (June 12, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.
(9)	Received in exchange for a stock option to acquire 896,272 shares of Old Azora common stock with an exercise price of $0.17 per share, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date.
(10)	Immediately exercisable.
(11)	Received in exchange for a stock option to acquire 100,000 shares of Old Azora common stock with an exercise price of $0.50 per share pursuant to the Merger Agreement, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date.
(12)	Received in exchange for a stock option to acquire 1,046,000 shares of Old Azora common stock with an exercise price of $0.20 per share pursuant to the Merger Agreement, which grant was subject to stockholder approval of the Preferred Stock Conversion Proposal. The Issuer's stockholders approved the Preferred Stock Conversion Proposal on the Conversion Proposal Approval Date. The option vests as to 25% of the shares on the first anniversary of the vesting commencement date (April 20, 2026), with the remaining shares vesting in a series of 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through the applicable vesting date.
(13)	The Reporting Person serves as co-trustee of the Matt and Alli Davidson Trust.

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