EX-99.2 15 ea029444801ex99-2.htm INVESTOR PRESENTATION, DATED JUNE 2026

Exhibit 99.2

Transaction & Company Overview June 2026

2 Forward Looking Statements This presentation includes statements that are, or may be deemed, ‘‘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 tha t 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. In some cases, these forward - looking statements can be identified by the use of forward - looking terminology, including the terms “believes,” “might,” estimates,” “approximately,” “expects,” “anticipates,” “in tends,” “estimates,” “plans,” “seeks,” “may,” “should,” “could,” “would,” “will”, “future,” “likely,” “goal,” “continue,” “appears,” “suggests,” “ongoing,” or, in each case, their negative or other variation s t hereon or comparable terminology, although not all forward - looking statements contain these words. Forward looking statements appear in a number of places throughout this presentation and include stateme nts regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the proposed merger transaction between Adial and Azora and concurrent PIPE offering, our ongoing and planned discovery and development of drugs targeting inflammatory bowel diseases, our planned clinical trials, targeting an IND filing for AT177 in 2027, the concurrent PI PE offering positioning the combined company to advance its colon - targeted AhR program through key clinical milestones in ulcerative colitis, the potential for AT177 to be a best - in - class AhR agonist rationally designed to transform UC treatment, combining AT177's AhR mechanism with other mechanisms; the opportunity for expansion to Crohn’s disease; the strength and breadth of our intellectual proper ty the length of time that we will be able to continue to fund our operating expenses and capital expenditures, and our expected financing needs and sources of financing. Any forward - looking statements included herein reflect our current views, and they involve certain risks and uncertainties, incl uding, among others, our ability to conclude the merger transaction and concurrent PIPE offering, our ability to pursue our regulatory strategy, our ability to commence our planned clinical trials, our abilit y t o obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, our ability to obtain or maintain the capital necessary to fund our research and de velopment activities, our ability to complete clinical trials on time and achieve desired results and benefits as expected, our ability to partner our product development, regulatory limitations relating to our ability to promote or commercialize our product candidates for specific indications, acceptance of our product candidates in the marketplace and the successful development, marketing or sale of our pr oducts, the continued maintenance and growth of our patent estate and our ability to retain our key employees. These risks should not be construed as exhaustive and should be read together with the o the r cautionary statements included in Adial’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 Securitie s and Exchange Commission. Any forward - looking statement speaks only as of the date on which it was initially made. Adial undertakes no obligation to publicly update or revise any forward - looking statement, whether as a result of new information, fu ture events, changed circumstances or otherwise, unless required by law. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or © or ® symbols , b ut the combined company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights.

3 Adial / Azora – Transaction highlights Transaction Structure Use of Proceeds Management • Acquisition of Azora structured as a stock - for - stock transaction where all of Azora’s outstanding equity interests were exchanged for Adial common stock and a newly created non - voting convertible preferred stock. • $32 million in upfront financing with the potential to receive an additional $32 million upon second tranche milestone of IND or first dosing. • Proceeds and existing cash and cash equivalents position the combined company to advance its colon - targeted AhR program through key clinical milestones in ulcerative colitis including opening of IND, Phase 1a SAD/MAD study and Phase 1b proof - of concept studies in UC patients. • IND and Phase 1a SAD/MAD initiation are expected first half of 2027 Continuing Azora Leadership: Matt Davidson PhD, Cofounder/CEO CEO at Verrica , developed Ycanth ® Julie Saiki PhD, Cofounder/COO Ran UC trial at Stanford, McKinsey & Co Continuing Adial Leadership: Cary Caliborne MBA, CEO and Director Vinay Shah MBA, CFO New Independent Director: Wendy Young PhD Ex - SVP small molecules at Genentech Company is positioned to read out PoC study in ulcerative colitis early 2028

4 Capitalization As of 06/10/2026 Pre - acquisition Adial common stock outstanding 2,188,469 Adial options and warrants (as converted to common) 1 2,133 Acquisition Consideration Shares of common 437,474 Shares of preferred stock 12,930 Options 2 1,177,782 Preferred stock conversion ratio 1,000 Total pre - financing common equivalents outstanding 3 16,736,455 Concurrent financing 4 Pre - funded warrants 11,780,970 Purchase price $2.7489 Total capitalization (Common, as converted) 5 28.5 million Market capitalization at deal price ~$80 million 1. Calculated using treasury stock method 2. Represents shares of common stock underlying Azora options assumed by Adial 3. Includes common stock, options and preferred stock calculated on an as converted to common stock basis 4. Represents shares underlying pre - funded warrants issuable upon closing of the financing and includes conversion of bridge note 5. Represents Adial’s pre - acquisition shares of common stock outstanding and share of common stock underlying the preferred stock i ssued to Azora stockholders at the closing of the acquisition and pre - funded warrants to be issued upon the closing of the concurrent financing and note exchange. Does not include any securities that may be issued in a future mi les tone closing. • Shares of common stock, preferred stock and options were issued to Azora security holders in exchange for all of Azora’s outstanding equity interests. • Pre - funded warrants issued to investors upon closing of the $32 million private placement and note exchange. • Following approval by Adial’s shareholders and subject to beneficial ownership restrictions and contractual lockup terms, each share of Adial preferred stock will convert into 1,000 shares of Adial common stock. • Private placement and note investors may purchase an additional $32 million of pre - funded warrants in connection with Phase 1 clinical study initiation • Please refer to the company’s SEC filings for additional information.

5 Inspired by nature, clinically validated, scientifically optimized Azora Therapeutics is a Stanford spin - out advancing potential best - in - category therapies inspired by indigo naturalis , a botanical extract with demonstrated clinical benefit in ulcerative colitis but potential systemic safety liabilities AT177 is a fully - synthetic, patented, oral, colon - targeted aryl hydrocarbon receptor ( AhR ) agonist designed to restore mucosal immune homeostasis at the site of disease with minimal systemic exposure to optimize safety Current Status: • Drug scaled, in vivo animal efficacy, target PK/PD in large animals, GLP rat tox completed • FDA Pre - IND feedback received, IND - enabling studies ongoing, IND planned Q2 2027 • Up to $64M potential financing positions Azora into P1b clinical inflection in early 2028

6 AT177: Potential best - in - class AhR agonist rationally designed to transform UC Validated in patients with ulcerative colitis: AT177's active moiety indirubin is the same as in indigo naturalis which has demonstrated clinical benefit in UC; AhR mechanism further validated in Phase 3 trials of obefazimod Optimized profile for ulcerative colitis: oral, colon - targeted AT177 is engineered to maximize local AhR activation at the site of disease to improve efficacy while minimizing systemic exposure to limit toxicities Durable IP: composition - of - matter protection to 2043 with potential blocking IP on colon - targeted AhR agonists Market expansion opportunities: AT177 is designed to be combinable with other UC mechanisms. UC proof - of - concept unlocks Crohn’s disease. Financing to clinical PoC: Up to $64M private placement from fundamental biotech specialist investors supports Azora through Phase 1 PoC in UC Current approved therapies for ulcerative colitis (UC) are inadequate due to limited efficacy, secondary loss of response, and systemic safety liabilities

7 The future of IBD treatment is oral AT177's mechanism of action is oral, orthogonal to other mechanisms and potentially combinable with approved drugs IBD is a $30B market: even modest improvements in efficacy unlock significant value $30B per year 1 $11B in UC, 5M patients and growing, shift to orals 2, 3 $2 - $6B Individual annual revenue for IBD sales and growing $ 10B market cap after positive UC Phase 3 AhR agonist data with 16.4% placebo - adjusted remission at induction 7 $3 - $11B Acquisitions after positive Phase 1b or Phase 2 Value creation precedents Market opportunity Limitations of existing UC drugs Therapeutic ceiling that does not exceed 30% clinical remission at induction or 40% at maintenance 4 50% of patients with initial benefit lose response 5 10% fail all therapies and require colectomy 6 Systemic drugs: immunosuppression and cancer risk 1) IBD = inflammatory bowel disease global market by 2030 Polaris Market Research, Inflammatory Bowel Disease Treatment Marke t R eport, 2022 - 2030.; 2) Global UC Allied Market Research, "Ulcerative Colitis Market," 2021 3) Global UC patients Le Berre (2023) Lancet 4) Placebo adjusted - Papamichael (2019) Curr Opin Gastroenterol 35(4):302 - 310. 5) Alsoud (2021) Lancet Gastroenterol Hepatol ​ 6(7):589 - 595. 6) 10 - year post - diagnosis colectomy rate. Dai (2023) Dig Liver Dis 55(1):13 - 20. 7) Market cap $11B on Dec 23 2025, 50 mg dose achieved 16.4% placebo - adjusted clinical remission at Week 8. Abivax press release, July 2025.

8 The solution: AT177, a fully - synthetic, gut - restricted small molecule AhR agonist, designed to recapitulate the benefit of indigo naturalis , while minimizing systemic exposure Prodrug approach: Converts to indirubin, the most potent AhR agonist in indigo naturalis , in colon lumen The design: Once - daily oral small molecule, scalable CMC, colon - targeted delivery, strong granted IP (to 2043) The discovery: Azora cofounder Julie Saiki treated her refractory UC with a botanical mixture called indigo naturalis Validated biology: Julie conducted a Phase 1b trial at Stanford demonstrating that indigo naturalis was effective in refractory UC patients and drove robust colonic AhR signaling The problem: : Indigo naturalis is an uncontrolled botanical mixture with potential systemic safety risks and is not FDA approved AT177: From botanical proof - of - concept to rationally - engineered drug

9 Inspired by nature Rationally designed Azora is inspired by patient experience and robust clinical data We rationally built AT177 based on validated science for potential best - class - safety and best - in - category efficacy

10 Aryl hydrocarbon receptor ( AhR ) is a master regulator of gut health AhR : transcription factor expressed in immune cells and epithelium that regulates immune and barrier function (increases tight junction proteins)¹ ​ AhR agonism reduces pro - inflammatory cytokines (IL - 17a, IL - 6, TNF α ) and increases IL - 10, IL - 22, and Tregs ² ​ Disrupted and reduced AhR signaling drives UC risk and severity 3 ; AhR polymorphisms associated with UC 4 ​ Systemic AhR agonists are effective in UC but systemic AhR signaling presents potential safety risks like headaches, cardiovascular AEs and immunosuppression which may increase cancer risk 1) Stockinger (2021) Nat Rev Gastroenterol Hepatol 18 (8): 559 - 570; 2) Mizoguchi (2018) J Gastroenterol 53:465 – 474; 3) Yoshimats u (2022) Cell Rep. 39(6):110773; 4) Huo (2023) Front Cell Infect Microbiol 13:1279172. AEs = Adverse Events.

11 Indigo naturalis has profound durable efficacy, validating AhR mechanism in UC Saiki (2021) BMJ Open Gastroenterology Stanford phase 1b (n=11) • Refractory patients: 9/11 anti - TNF ; 6/11 anti - TNF and vedolizumab, 5/11 colectomy - recommended • AhR target engagement: ~12,000X increase in colon AhR activity Randomized, double - blind, placebo - controlled (n=86) • Up to 50% placebo - adjust clinical remission 1 • Equal benefit observed in biologic experienced and biologic naïve patients 2 Efficacy endpoints at Week 8 Efficacy endpoints at Week 8 Clinical remission Clinical response Mucosal healing C l i n i c a l r e s p o n s e C l i n i c a l r e m i s s i o n M u c o s a l h e a l i n g 0 20 40 60 80 100 100 80 60 40 20 0 91% 27% 64% Long term maintenance (n= 33 ) • Long term use: clinical remission 73% at 1 - year 3 • With continued use, 90% (9/10) of those achieving remission still in remission 1 - year later 4 Efficacy endpoints to Week 52 94% 85% 73% 58% 70% 73% 0% 20% 40% 60% 80% 100% 4 wk 8 wk 52 wk Clinical response Clinical remission Matsuno (2022) Intest Res 20(2):260 - 268. Matsuno (2024) Gastroenterology 166S12. Naganuma (2018) Gastroenterology 154(4):935 - 947. 1 ) Naganuma (2018) Gastroenterology 154(4):935 - 947. 2) Naganuma (2020) J. Gastroenterology 55:169 - 189 3) Matsuno (2022) Intest Res 20(2):260 - 268; 4) Matsuno (2024) Gastroenterology 166S12

12 0% 20% 40% AhR agonist 1 M iR - 124 / AhR 2 JAK inhibitor Anti - TNF S1P modulator Anti - integrin IL - 23 inhibitor IL - 12/23 inhibitor AhR has the potential to raise the efficacy bar in UC UC placebo - adjusted clinical remission rates by mechanism of action at induction Indigo naturalis 21 - 51% placebo - adjusted remission demonstrates potential ceiling - breaking efficacy with AhR mechanism Obefazimod Medium - potency systemic AhR agonist 3 designed to treat HIV, PK/PD profile may not achieve optimal colon AhR activation levels based on published PK data 4 C urrent therapies fall short • Modest efficacy, particularly in biologic - experienced patients • Slow onset of benefit • Lack of durability and development of anti - drug antibodies • Systemically immunosuppressive • Safety risks including infection, malignancy, intolerability Placebo - adjusted clinical remission at induction. 1) Indigo naturalis Naganuma (2018) Gastroenterology 154(4):935 - 947. 2) Obefazimod : ABTECT - 1/2 Phase 3 (2025). All other data from pivotal Phase 2/3 trials per drug labels. 3) Azora data on file and Equillium investor presentation May 27 2026. 4) Near undetectable levels of obefazimod and metabolite in rectal biopsies at 50 - 150mg doses at all time points. https://clinicaltrials.gov/study/NCT02990325 accessed on Jun 3 2026.

13 AhR is a validated target: efficacy is driven locally, not systemically 1) DSS colitis model · AhR Δ IEC = mice with AhR deleted selectively in intestinal epithelial cells (immune - cell AhR intact) · I3C = indole - 3 - carbinol, AhR agonist structurally distinct from indigo naturalis , used here to isolate AhR - dependent epithelial function. IN is indigo naturalis . Blocking AhR eliminates benefit of indigo naturalis When epithelial AhR is knocked out in the gut ( AhR Δ IEC ) in a chronic murine colitis model, AhR agonism loses most of its benefit ​ Colon epithelial signaling key to efficacy 1 Tapinarof ( Vtama ® ), a topically - applied AhR agonist approved for psoriasis and atopic dermatitis, achieves its therapeutic effect with trivial systemic exposure Azora’s AT193 topical indirubin program was effective in psoriasis with no quantifiable systemic exposure Local AhR activation sufficient to drive clinical benefit When AhR is knocked out in a murine colitis model, indigo naturalis loses its therapeutic effect Indirubin Placebo Mouse colitis model +/ - AhR agonist (I3C) AhR Δ IEC – no AhR in intestinal epithelium; AhR intact elsewhere Kawai (2017) J Gastroenterol 52(8):904 - 919. Qazi (2023) Nutrients 15(23):4980. Dermavant Vtama ® and Azora AT193 clinical data Week 16 Indigo Naturalis does not work in AhR KO

14 AT177 converts into indirubin, the active moiety in indigo naturalis 1) In vitro AhR activation in human liver cell line using luciferase behind CYP1A1 promoter. 2) Azora prodrug scaffold, molecule converts int o indirubin. 3) AhR crystal structure bound to indirubin from Gruszcyzk (2022) Nat Commun 13(1):7010. Indirubin is the most potent AhR agonist in indigo naturalis with sub - nanomolar activity 1 AhR activation in vitro Indirubin Indigo naturalis Indigo AT177 rapidly converts into indirubin in the lumen of the colon and does not require absorption or bacterial enzymes 2 Indirubin directly binds the AhR and is as effective as indigo naturalis in animal models of UC 3

15 Oral AT177 is effective in UC models and achieves ~8X more colon AhR signaling than indirubin Local colon AhR signaling AT177 works like indirubin in DSS colitis mouse model with superior in vivo AhR activity Dextra sodium sulfate (DSS) model. Mice treated for 9 days orally with a molar equivalent of indirubin N=5. Colon samples t ake n at 6h after final dose. Similar trends observed with disease activity index ** p<0.01, **** p<0.0001

16 Rodents treated with oral AT177 have preserved colonic crypt architecture, restored epithelial integrity and reduced inflammatory infiltrate in lamina propria AT177 is effective in TNBS colitis and supported by histology Trinitrobenzene sulfonic acid (TNBS) model. Sham animals not administered TNBS. Disease activity index is a composite score of weight loss, stool consistency and rectal bleeding from 0 to 12. N=8, dosed orally for 7 days. H&E histopathology at 200X shown. ** p<0.05, **** p<0.0001

17 Indirubin levels above the EC 50 along the entire colon 1,000X Greater i ndirubin colon levels than plasma levels Robust colon AhR activation with minimal systemic exposure 10X 5 00X Lower plasma Cmax than topical tapinarof Lower plasma Cmax than oral obefazimod Plasma exposure well below expected safe thresholds Oral AT177 Administration AT177 is exquisitely gut - restricted and has a wide therapeutic index BQL – below the quantification limit. EC50 – indirubin 50% effective concentration on AhR of 2 ng/g. Colon concentration average of distal, mid and proximal colon levels. Colon to plasma ratio calculated as colon concentration divided by highest average day 1 plasma levels assuming BQL levels are at the lower limit o f q uantification. Cmax of tapinarof in maximum use systemic exposure studies of 0.9 to 1.3 ng/ mL. Cmax of obefazimod reported as 50.21 ng/ml with 50 mg dose under fed conditions Scherrer 2016.

18 AT177 was rationally designed to be a potential best - in - class AhR agonist for UC 1. In July ௗ 2025, AllianThera entered into a strategic partnership with Dr. Falk Pharma Azora’s AT177 designed to be h ighly potent, rapidly metabolized, and the most gut - restricted program in development to mitigate possible systemic safety risks Dr. Falk 1 Equillium Abivax Azora X X  D Active moiety has shown benefit in patients   X   High potency AhR agonist X X X  Optimized PK/PD profile for UC X X X  Active moiety is endogenous   X  Colon - targeted formulation supports gut restriction Safety Efficacy

19 AT177 is clinically derisked - same active moiety as indigo naturalis with superior control and delivery 1. Indigo naturalis has demonstrated clinical benefit in refractory UC 2. Indigo naturalis efficacy requires AhR signaling in the intestinal epithelium 3. Indirubin is the most potent AhR agonist in indigo naturalis 4. Indirubin alone is effective in murine UC models and in patients with psoriasis 1 5. AT177 rapidly converts into indirubin and drives more colonic AhR signaling compared with the same amount of indirubin 6. AT177 delivers indirubin above the EC 50 in large animals across the entire colon and into the rectum with dramatically lower systemic exposures than other AhR agonists AT177 is derisked and positioned for clinical development 1. Azora P1b study of synthetic indirubin AT193 in psoriasis under Australian clinical trial notification scheme, Azora data on file

20 AT177: Phase 1 clinical trial 2027 With rapid progression to Phase ௗ 1 and 2 value inflection

21 Drug Substance • Commercially available fully - synthetic starting materials • Proprietary synthetic route • 18M+ room temperature stability • KG+ feasibility batches completed • US - based GMP manufacturing initiated • Processes are highly scalable • Uses only FDA - approved excipients • Highly - targeted release profile • Precise drug delivery to colon confirmed in large animal studies CMC infrastructure is ready to support clinical advancement Drug Product Formulation Scale - Up AT177's CMC package is derisked with a scalable synthetic route, colon - targeted formulation using FDA - approved excipients, and US - based GMP manufacturing

22 Financing positions Azora through IND - enabling studies and into PoC in UC 2029 2028 2027 2026 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Financing Reg CMC Tox IND - enabling Clinic External events GLP 28d minipig MTD, Dose Finding GMP Manufacturing Transporter, safety pharm, genetox Long term tox Ph1 SAD/MAD + P1b PoC in UC patients Global Phase 2 with 6 mo open - label extension GMP Manufacturing Open IND OLE to Q2 2030 Obefazimod NDA submission Capital - efficient path to clinical proof - of - concept in ulcerative colitis $32M financing Up to $32M milestone tranche Obefazimod P2 Crohn’s OLE = open label extension. PoC = proof of concept. SAD/MAD = single ascending dose and multiple ascending dose. GMP = good ma nufacturing processes. GLP = good laboratory practices. NDA = new drug application. CD = Crohn’s disease.. Obefazimod timeline from LifeSci Capital analyst report 6.2.26.

23 Experienced team with track record of FDA approval Our team and advisors have developed the following drugs: Cary J. Claiborne MBA Chief Executive Officer, Director Vinay Shah MBA Chief Financial Officer Matt Davidson PhD Chief Development Officer, Director Julie Saiki PhD EVP of Strategy

24 Strong, long - dated granted IP position with broad claims on use of AhR agonists pending Key Claims Expires Status Type Publication No. • Indirubin prodrugs 2043 Granted (US, JP) Composition US - 2023 0227408 - A1 • Use of APIs in inflammatory diseases 2043 Granted (US) Method US - 2024 - 0182416 - A1 • Colon - targeted formulations of AhR agonists 2040 Pending Composition US - 2025 - 0255820 - A1 • Methods to reduce possible side effects of AhR agonists including headaches, GI, PAH. • Methods to enhance the efficacy of AhR agonists 2042 Pending Method US - 2025 - 0195469 Azora holds 100% ownership of all intellectual property on a worldwide, royalty - free basis GI = Gastrointestinal. PAH = Pulmonary Arterial Hypertension. API = Active Pharmaceutical Ingredients

25 AT177: Ulcerative colitis success unlocks Crohn’s disease and possible combinations​ Phase 2 Phase 1a/1b IND - Enabling Pre - Clinical Discovery AT177 Ulcerative Colitis Lead program AT177 Crohn's Disease UC proof unlocks CD Undisclosed Platform optionality Initiate Phase 1 trial 2027 TODAY Current financing positions Azora through IND - enabling studies and key clinical AT177 value inflection

26 Thank you Investor Contact Mike Moyer, Managing Director LifeSci Advisors +1 - 617 - 308 - 4306 mmoyer@lifesciadvisors.com