Adial Pharmaceuticals acquires Azora Therapeutics for $32M

INVESTING.COMJun 11, 3:49 PM UTC
Adial Pharmaceuticals acquires Azora Therapeutics for $32M

GLEN ALLEN, Va. and LOS ANGELES - Adial Pharmaceuticals, Inc. (NASDAQ:ADIL) announced today that it has acquired Azora Therapeutics, Inc., a biopharmaceutical company developing treatments for inflammatory diseases, according to a press release statement.

The acquisition brings Azora’s lead asset AT177 into Adial’s pipeline. AT177 is an oral aryl hydrocarbon receptor agonist designed for localized activation in the colon with limited systemic exposure for the treatment of ulcerative colitis.

Concurrent with the acquisition, Adial entered into a definitive agreement for a private placement of up to $64 million in gross proceeds. The placement consists of an initial upfront financing of approximately $32 million in exchange for pre-funded warrants to purchase 11,780,948 shares of common stock at $2.7489 per warrant. An additional $32 million may be raised upon Phase 1 clinical study initiation in exchange for additional pre-funded warrants and common warrants.

The financing was led by Coastlands Capital with participation from Boxer Capital Management, Stonepine Capital Management, AuGC BioFund and other institutional investors. The capital infusion comes as ADIL shares trade at $2.58, down roughly 11% over the past week, though InvestingPro analysis suggests the stock remains undervalued at current levels. The company maintains a current ratio of 3.18, indicating solid liquidity to support its development plans, and holds more cash than debt on its balance sheet—a crucial factor for a clinical-stage biopharmaceutical company. The company stated it plans to use the proceeds to advance AT177 through IND-enabling studies and Phase 1a and Phase 1b studies in ulcerative colitis, with Phase 1 initiation planned for mid-2027.

Under the acquisition structure, Azora’s outstanding equity interests were exchanged for 437,474 shares of Adial common stock and approximately 12,930 shares of Series A non-voting convertible preferred stock. Following stockholder approval, former Adial equity holders will own approximately 7.7% of the combined company, former Azora equity holders will own approximately 51.0%, and private placement investors will own approximately 41.3% on a fully-diluted basis.

The company also announced the appointment of Wendy Young, Ph.D., to its Board of Directors. Young previously served as senior vice president of small molecule drug discovery at Genentech. Despite ADIL’s modest $3.68 million market cap and year-to-date decline of roughly 61%, analysts maintain optimism with price targets ranging from $8 to $42. InvestingPro subscribers have access to 11 additional exclusive tips about ADIL, along with comprehensive financial health metrics and Fair Value analysis to help navigate this high-risk, high-reward biotech opportunity.

Oppenheimer & Co. Inc. served as financial advisor to Adial, while Lucid Capital Markets served as placement agent for the financing and financial advisor to Azora.

In other recent news, Adial Pharmaceuticals has filed a U.S. utility patent application for its investigational drug AD04, aimed at treating Alcohol Use Disorder. This application includes a Request for Track One Prioritized examination to expedite the review process, potentially securing patent protection through at least 2045. Additionally, the company has applied for the FDA’s Commissioner’s National Priority Voucher Pilot Program for AD04. This program is designed to speed up the FDA review process for drugs addressing key U.S. health priorities, with a targeted review timeline of one to two months. Furthermore, Adial Pharmaceuticals announced the completion of a demonstration batch production for AD04, meeting the targeted specifications for its planned Phase 3 clinical batch. This batch aligns with the dissolution profile of the previous Phase 2 batch. The company has also transferred its manufacturing and analytical processes to a new contract development and manufacturing organization. These developments mark significant steps in the progression of AD04’s clinical and regulatory journey.

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