<img src="https://ml.globenewswire.com/Resource/Download/e6fc09f7-5847-46c8-9294-f51162a7e518?size=2" nborder="0" align="left" hspace="5" vspace="5" title="ADIL Logo.png" alt="Adial Pharmaceuticals, Inc"/>GLEN ALLEN, Va., June 16, 2026 (GLOBE NEWSWIRE) -- Adial Pharmaceuticals, Inc. (Nasdaq: ADIL) (“Adial” or the “Company”) today announced that the Company’s Compensation Committee and Board of Directors granted Matthew Davidson and Julie Saiki, the Company’s newly appointed chief development officer and executive vice president of strategy, respectively, restricted stock units and stock options to purchase Company common stock as an inducement to them becoming employees of the Company in connection with the closing of its business combination with Azora Therapeutics, Inc. (“Azora”), which was previously announced by the Company on June 11, 2026. Additionally, the Company today announced the closing of the first $32 million (including the conversion of outstanding notes assumed in the acquisition of Azora) of its previously announced up to $64 million private placement. Inducement Awards As an inducement to Dr. Davidson and Ms. Saiki becoming employees of Adial, Adial granted Dr. Davidson 424,446 restricted stock units and stock options to purchase 424,447 shares of Company common stock and granted Ms. Saiki 132,802 restricted stock units and stock options to purchase 132,802 shares of Company common stock. The option awards granted to Dr. Davidson and Ms. Saiki have an exercise price of $2.98 per share, the closing price of the Company’s common stock on June 12, 2026, and have a ten-year term. The restricted stock units and the options awarded to Dr. Davidson and Ms. Saiki will vest as follows: (i) with respect to 232,417 restricted stock units and options to purchase 232,417 shares of Company common stock granted to Dr. Davidson and 72,719 restricted stock unit and options to purchase 72,719 shares of Company common stock granted to Ms. Saiki, pro rata on a monthly basis over three years commencing on the one month anniversary of the effective grant date thereof and (ii) with respect to 192,029 restricted stock units and options to purchase 192,030 shares of Company common stock granted to Dr. Davidson and 60,083 restricted stock unit and options to purchase 60,083 shares of Company common stock granted to Ms. Saiki, a pro rata portion of such awards will be subject to the same vesting included in (i) upon the sale and issuance by the Company of each pre-funded warrant and common warrant (collectively, the “Milestone Warrants”) to investors pursuant to that certain Securities Purchase Agreement entered into by and among the Company with certain investors on June 11, 2026 and that Exchange Agreement entered into by and among the Company and certain noteholders on June 11, 2026, subject to catch up vesting for any awards that would have otherwise vested prior to issuance of such Milestone Warrants. The above grants were approved by the Company’s Compensation Committee and Board of Directors and were made as an inducement material to the employees entering into employment with Adial. The grants were made outside of the Company’s equity incentive plans and in reliance on the employment inducement exception to shareholder approval provided under Nasdaq Listing Rule 5635(c)(4), which requires public announcement of inducement awards. Closing of Private Placement On June 12, 2026, the Company closed the first $32 million tranche (including the conversion of outstanding notes assumed in the acquisition of Azora) of the up to $64 million private placement that Adial previously announced on June 11, 2026. The financing was led by Coastlands Capital, with participation from Kern Capital, Boxer Capital Management, Stonepine Capital Management, AuGC BioFund and other biotech specialists and institutional investors along with insiders and management. Jay Kern, Founder and General Partner of Kern Capital, one of the lead investors in the private placement, said, “Kern Capital focuses on differentiated life sciences programs with outstanding management teams and the potential to become market leaders within their indication, all of which we see at Adial. AT177 is a compelling opportunity, and Matt and Julie are exactly the right executives to help advance it.” The Company would like to thank its investors for their diligence and support, and looks forward to utilizing the proceeds from the private placement to advance its lead colon-targeted AhR program through key clinical milestones and to build value for the Company’s shareholders. About Adial Pharmaceuticals, Inc. Adial Pharmaceuticals is a biopharmaceutical company historically focused on the development of treatments for addictions and related disorders. Following the acquisition of Azora Therapeutics, Adial’s lead program is AT177, a proprietary colon-targeted aryl hydrocarbon receptor (AhR) agonist designed to enable localized activation with limited systemic exposure in development for ulcerative colitis. The Company’s historical investigational new drug product, AD04, is a genetically targeted, serotonin-3 receptor antagonist, therapeutic agent for the treatment of Alcohol Use Disorder (AUD) in heavy drinking patients. Additional information is available at <a href="https://www.globenewswire.com/Tracker?data=4flBqJvdcaRtVRiqbuVyqslQUoR3eISLtBCQhybhmhruGOcwt4H-yh7_aKl-gZG94JH3KpsXr640unntOssYCw==" rel="nofollow" target="_blank" title="www.adial.com">www.adial.com</a>. Cautionary Note Regarding Forward-Looking Statements This communication contains certain “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements are based upon various facts and derived utilizing numerous important assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. The forward-looking statements include, but are not limited to, statements regarding the vesting of the inducement awards, including regarding the Company’s sale and issuance of Milestone Warrants to investors and/or noteholders, and plans to use proceeds from the private placement to advance its lead colon-targeted AhR program through key clinical milestones and to build value for the Company’s shareholders. Any forward-looking statements included herein reflect the Company’s current views, and they involve certain risks and uncertainties, including, among others, the Company’s ability to pursue its regulatory strategy; the Company’s ability to obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements; the Company’s ability to develop strategic partnership opportunities and maintain collaborations; the Company’s ability to obtain or maintain the capital or grants necessary to fund its research and development activities; the Company’s ability to complete clinical trials on time and achieve desired results and benefits as expected; regulatory limitations relating to the Company’s ability to promote or commercialize its product candidates for specific indications; acceptance of the Company’s product candidates in the marketplace and the successful development, marketing or sale of its products; the Company’s ability to maintain its license agreements; the continued maintenance and growth of the Company’s patent estate and its ability to retain its key employees or maintain the Company’s Nasdaq listing. These risks should not be construed as exhaustive and should be read together with the other cautionary statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission. These risks should not be construed as exhaustive and should be read together with the other cautionary statements contained in such reports. Any forward-looking statement speaks only as of the date on which it was initially made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. Contact: Crescendo Communications, LLC David Waldman / Alexandra Schilt Tel: 212-671-1020 Email: adil@crescendo-ir.com Mike Moyer Managing Director, LifeSci Advisors, LLC Phone: (617) 328-4326 Email: mmoyer@lifesciadvisors.co <img alt="" src='https://ml.globenewswire.com/media/YTQ0ZjgwMTktNDUzZS00ZjkyLTllYmMtMjRjNDJhODlhNjAzLTEwMjk4NzItMjAyNi0wNi0xNi1lbg==/tiny/Adial-Pharmaceuticals-Inc.png' referrerpolicy='no-referrer-when-downgrade' />

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