ADIAL PHARMACEUTICALS, INC. (ADIL): CFO Celia Economides appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment
of Chief Executive Officer
The Board of Directors (the “ Board ”) of Azora
Therapeutics, Inc., formerly known as Adial Pharmaceuticals, Inc. (the “ Company ”), appointed Matthew Davidson,
Ph.D. as President and Chief Executive Officer of the Company, on October 28, 2026 (the “ Effective Date ”). Dr.
Davidson will also remain a member of the Board.
Matthew Davidson,
Ph.D. (age 42) has served as the Company’s Chief Development Officer and a member of the Board since June 2026. Dr. Davidson previously
served as the Chief Executive Officer, Co-Founder and Chairman of the Board of Directors of Azora Therapeutics, Inc. (“ Legacy
Azora ”) since its inception in March 2019. From August 2013 until December 2017, he served as the Chief Executive Officer,
Founder and Chairman of the Board of Directors of Verrica Pharmaceuticals, Inc., a Nasdaq-listed company, where he invented and developed
the first FDA-approved drug for the skin disease molluscum contagiosum. Dr. Davidson holds a Ph.D. in Immunology from Stanford University
School of Medicine and a B.A. in Molecular and Cell Biology from the University of California, Berkeley.
Dr. Davidson’s
existing compensation arrangements with the Company remain unchanged following his appointment. There are no family relationships between
Dr. Davidson and any director or executive officer of the Company and Dr. Davidson does not have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with
Dr. Davidson’s appointment as President and Chief Executive Officer, Dr. Davidson will succeed Cary J. Claiborne, whose employment
was terminated effective as of the Effective Date. Subject to the execution of a release, Mr. Claiborne will be entitled to receive the
severance payments and benefits provided for by his amended and restated employment agreement, as amended by the first amendment thereto.
Appointment
of Chief Financial Officer
Effective as of
the Effective Date, the Board appointed Celia Economides as the Company’s Chief Financial Officer.
Celia
Economides (age 47) has served as the Company’s Executive Vice President of Finance since August 2026. Prior to joining the
Company, Ms. Economides was the founder and managing partner of Vecon Advisory from January 2026 to August 2026. From May 2025 to
November 2025, she was Chief Financial Business Officer of CellCentric. During the period from June 2021 through April 2025, she served as Chief Financial Officer of Gritstone bio, Inc. and as Interim Chief Executive Officer during the
company’s restructuring. Earlier in her career she held senior roles at Kezar Life Sciences, Aurinia
Pharmaceuticals, BioMarin Pharmaceutical, the Biotechnology Innovation Organization (BIO), and a healthcare-focused hedge fund
covering the biotech sector. Celia is also the founder of the Biotech CFO Sisterhood, a nonprofit organization and network for women
finance leaders in life sciences, and serves on the board of Scientific Adventures for Girls, a nonprofit focused on STEM education.
Celia received her B.A. from McGill University and her M.P.H. in Health Policy and Management from Columbia University.
Ms. Economides’
existing compensation arrangements with the Company remain unchanged following her appointment. There are no family relationships between
Ms. Economides and any director or executive officer of the Company and Ms. Economides does not have any direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with
Ms. Economides’ appointment as Chief Financial Officer, Ms. Economides will succeed Vinay Shah, whose employment was terminated
effective as of the Effective Date. Subject to the execution of a release, Mr. Shah will be entitled to receive the severance payments
and benefits provided for by his amended and restated employment agreement, as amended by the first amendment thereto.
1
Appointment
of Chief Strategy Officer
Effective as of
the Effective Date, the Board appointed Julie Saiki, Ph.D. as the Company’s Chief Strategy Officer.
Julie Saiki, Ph.D. (age
41) has served as the Company’s Executive Vice President of Strategy since June 2026. Dr. Saiki is an experienced biotechnology
executive with expertise bringing novel therapeutics from early-stage research into clinical development. She previously served as Co-founder
and Chief Operating Officer at Legacy Azora, where she advanced multiple preclinical assets into clinical-stage development. Prior to
her role at Legacy Azora, she worked as a management consultant at McKinsey and Company where she advised biopharmaceutical companies
on strategy and operations. She holds an M.S. in Medicine and a Ph.D. in Chemical and Systems Biology from Stanford University.
Dr. Saiki’s
existing compensation arrangements with the Company remain unchanged following her appointment. There are no family relationships between
Dr. Saiki and any director or executive officer of the Company and Dr. Saiki does not have any direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
Indemnification
Agreements
As previously disclosed, Dr. Davidson and the
Company entered into a standard form of indemnification agreement, a copy of which was filed as Exhibit 10.7 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“ SEC ”)
on March 5, 2026 (the “ Indemnification Agreement ”) and is incorporated by reference herein. Additionally, Ms.
Economides and Dr. Saiki have each entered into Indemnification Agreements, in substantially the same form, with the Company.