FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/31/2018 | C | 29,931(1) | A | (1) | 41,160 | I | Newman GST Trust FBO James W. Newman Jr.(2) | ||
Common Stock | 07/31/2018 | C | 21,715(3) | A | (3) | 58,419 | I | Virga Ventures, LLC(4) | ||
Common Stock | 07/31/2018 | C | 5,178(5) | A | (5) | 15,221 | I | Ivy Cottage Group, LLC(6) | ||
Common Stock | 07/31/2018 | J | 20,000(7) | A | (7) | 35,094 | I | Ivy Cottage Group, LLC(6) | ||
Common Stock | 07/31/2018 | J | 92,000(8) | A | (8) | 140,419 | I | Virga Ventures, LLC(4) | ||
Common Stock | 07/31/2018 | P | 10,000(12) | A | (12) | 150,419 | I | Virga Ventures, LLC | ||
Common Stock | 07/31/2018 | P | 10,000(13) | A | (13) | 10,000 | D(14) | |||
Common Stock | 10,000 | I | Roundtop Limited Partnership, LLP(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note | $0.44 | 07/31/2018 | C | 29,931 | (1) | (1) | Common Stock | 29,931 | (1) | 0 | I | Newman GST Trust FBO James W. Newman Jr.(2) | |||
Convertible Note | $0.44 | 07/31/2018 | C | 21,715 | (3) | (3) | Common Stock | 21,715 | (3) | 0 | I | Virga Ventures LLC(4) | |||
Convertible Note | $0.44 | 07/31/2018 | C | 5,178 | (5) | (5) | Common Stock | 5,178 | (5) | 0 | I | Ivy Cottage Group, LLC(6) | |||
Warrant to purchase common stock(1) | $6.25 | 07/31/2018 | J | 29,931 | 07/31/2018 | 07/31/2023 | Common Stock | 29,931 | (1) | 29,931 | I | Newman GST Trust FBO James W. Newman Jr.(2) | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | J | 21,715 | 07/31/2018 | 07/31/2023 | Common Stock | 21,715 | (3) | 21,715 | I | Virga Ventures LLC(4) | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | J | 5,178 | 07/31/2018 | 07/31/2023 | Common Stock | 5,178 | (5) | 5,178 | I | Ivy Cottage Group, LLC(6) | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | J | 20,000(7) | 07/31/2018 | 07/31/2023 | Common Stock | 20,000 | (7) | 25,178 | I | Ivy Cottage Group, LLC(6) | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | J | 92,000(8) | 07/31/2018 | 07/31/2023 | Common Stock | 92,000 | (8) | 92,000 | I | Virga Ventures LLC(4) | |||
Warrant to purchase units | $5 | 07/31/2018 | J | 20,000(9) | 07/31/2018 | 07/31/2023 | Units(9) | 40,000 | (9) | 20,000 | I | Ivy Cottage Group, LLC(6) | |||
Warrant to purchase units | $5 | 07/31/2018 | J | 92,000(10) | 07/31/2018 | 07/31/2023 | Units(10) | 184,000 | (10) | 92,000 | I | Virga Ventures LLC(4) | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | P | 10,000(12) | 07/31/2018 | 07/31/2023 | Common Stock | 10,000 | (12) | 102,000 | I | Virga Ventures LLC | |||
Warrant to purchase common stock | $6.25 | 07/31/2018 | P | 10,000(13) | 07/31/2018 | 07/31/2023 | Common Stock | 10,000 | (13) | 10,000 | D(14) |
Explanation of Responses: |
1. The 29,931 shares of common stock and a warrant to purchase 29,931 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $10,000 together with accrued interest thereon at a conversion price of $0.44 per share upon consummation of the initial public offering on July 31, 2018. |
2. James W. Newman is the trustee of the Newman GST Trust FBO James W. Neman Jr. |
3. The 21,715 shares of common stock and a warrant to purchase 21,715 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $7,255.02 at a conversion price of $0.44 per share upon consummation of the initial public offering. |
4. James W. Newman is the sole member of Virga Ventures, LLC |
5. The 5,178 shares of common stock and a warrant to purchase 5,178 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $1,729.95 at a conversion price of $0.44 per share upon consummation of the initial public offering. |
6. James W. Newman is the general partner of Ivy Cottage Group, LLC |
7. The 20,000 shares of common stock and warrants to purchase 20,000 shares of common stock were received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. |
8. The 92,000 shares of common stock and warrants to purchase 92,000 shares of common stock were received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. |
9. The warrant to purchase 20,000 units was received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. Each unit consisted of a share of common stock and a warrant to purchase a share of common stock. The aggregate number of shares of common stock included in the units and underlying the warrants included in the units is 40,000 shares. |
10. The warrant to purchase 92,000 units was received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. Each unit consisted of a share of common stock and a warrant to purchase a share of common stock. The aggregate number of shares of common stock included in the units and underlying the warrants included in the units is 184,000 shares. |
11. James W. Newman is the general partner of Roundtop Limited Partnership, LLP |
12. On July 31, 2018, Virga Ventures LLC purchased 10,000 units (the "Units") in the initial public offering at a price of $5.00 per Unit, which corresponds to a price of $4.99 per share of common stock and $0.01 per warrant. Each Unit consisted of one share of common stock and a warrant to purchase one share of common stock. The shares of common stock and warrants were immediately separable upon issuance of the Units in the initial public offering. |
13. On July 31, 2018, James W. Newman Jr. Roth IRA purchased 10,000 units (the "Units") in the initial public offering at a price of $5.00 per Unit, which corresponds to a price of $4.99 per share of common stock and $0.01 per warrant. Each Unit consisted of one share of common stock and a warrant to purchase one share of common stock. The shares of common stock and warrants were immediately separable upon issuance of the Units in the initial public offering. |
14. Shares are held by the James W. Newman Jr. Roth IRA. |
/s/ James W. Newman Jr. | 07/31/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |