Exclusive Financial Advisor to Adial Pharmaceuticals on its Acquisition of Azora Therapeutics

Oppenheimer & Co. Inc. acted as Exclusive Financial Advisor to Adial Pharmaceuticals on its Acquisition of Azora Therapeutics

Adial Pharmaceuticals, Inc. (Nasdaq: ADIL) ("Adial" or the "Company") today announced that it has acquired Azora Therapeutics, Inc. ("Azora"), a biopharmaceutical company developing treatments for serious inflammatory diseases. The acquisition brings Azora's lead asset AT177, a proprietary colon targeted aryl hydrocarbon receptor (AhR) agonist designed to enable localized activation with limited systemic exposure, into Adial's pipeline. 

Concurrent with the acquisition, Adial entered into a definitive agreement for a concurrent private placement of up to $64 million in gross proceeds to Adial, before deducting placement agent and other offering expenses. The private placement is composed of (i) an initial upfront financing of approximately $32 million in gross proceeds (including the conversion of outstanding notes assumed in the acquisition) in exchange for pre-funded warrants to purchase 11,780,948 shares of Adial's common stock, representing a purchase price of $2.7489 for each pre-funded warrant sold at the initial closing and (ii) the potential for up to an additional $32 million in gross proceeds upon Phase 1 clinical study initiation in exchange for (x) pre-funded warrants to purchase up to 11,780,948 shares of common stock and (y) common warrants to purchase up to 11,780,948 shares of common stock at a combined purchase price of $2.7489 for each pre-funded warrant and accompanying common warrant sold at milestone closings. 

The financing was led by Coastlands Capital with participation from Boxer Capital Management, Stonepine Capital Management, AuGC BioFund and other biotech specialists and institutional investors along with insiders and management. The combined company expects to use the proceeds from the private placement primarily to advance Azora's AT177 lead colon targeted AhR program through key clinical milestones, including I ND-enabling studies and the Phase 1 a and Phase 1 b studies in ulcerative colitis. 

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