1 — DESCRIPTION OF BUSINESS

Adial Pharmaceuticals, Inc. (“Adial” or the “Company”) was converted, from a limited liability company formed on November 23, 2010 in the Commonwealth of Virginia under the name Adial Pharmaceuticals, LLC, to a corporation and reincorporated in Delaware on October 5, 2017. On June 11, 2026, the Company completed its previously announced acquisition of Azora Therapeutics, Inc. (“Azora”) pursuant to an Agreement and Plan of Merger, dated June 11, 2026 (the “Merger Agreement”), by and among Adial, Adial Merger Sub, Inc. (“First Merger Sub”), Adial Second Merger Sub, LLC (“Second Merger Sub”) and Azora. Pursuant to the Merger Agreement, First Merger Sub merged with and into Azora, with Azora surviving as a wholly owned subsidiary of Adial (the “First Merger”). Immediately following the First Merger, Azora merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of Adial and the Second Merger Sub changing its name to “Azora Therapeutics, LLC” (the “Second Merger” and, together with the First Merger, the “Merger”). The Merger was accounted for as the consolidation of a variable interest entity (“VIE”), as the Company was determined to be the primary beneficiary of a VIE that is not a business.

The Merger brought Azora’s lead investigational candidate, AT177, into Adial’s pipeline. Adial has historically focused on developing medications for the treatment or prevention of addictions and related disorders. Following the Merger, the Company’s focus has shifted and its lead program is now Azora’s lead asset, AT177, a proprietary, fully-synthetic, oral, colon-targeted AhR agonist in development for the treatment of ulcerative colitis.