SEC Form 4 · accession 0001213900-18-010087

ADIAL PHARMACEUTICALS, INC. · ADIL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Bankole A. Johnson

Director · 10% Owner

En Fidecomiso de Mi Vida 11/23/2010 Trust

10% Owner

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:08 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001513525

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 31, 2018	C	153,114	$0.44	A	255,768	D
Common Stock^F2	Jul 31, 2018	J	17,600	—	A	273,368	D
Common Stock^F3	Jul 31, 2018	P$0	1,400	—	A	1,400	D
Common Stock^F4,F5	Jul 31, 2018	A	40,382	—	A	313,750	I	Medico-Trans Company, LLC
Common Stock^F6	holding	—	—		—	850,896	I	En Fideicomiso De Mi Vida 11/23/2010 (Trust)
Common Stock^F6	holding	—	—		—	93,000	I	En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017
Common Stock^F6	holding	—	—		—	22,320	I	En Fideicomiso De Mis Suenos 11/23/2010 (Trust)
Common Stock^F6	holding	—	—		—	7,440	I	De Mi Amor 11/23/2010 (Trust)
Common Stock^F7	holding	—	—		—	4,650	I	Efunbowale Johnson
Common Stock^F7	holding	—	—		—	1,395	I	Ade Johnson
Common Stock^F7	holding	—	—		—	1,395	I	Lola Johnson
Common Stock^F7	holding	—	—		—	930	I	Lina Tiouririne
Common Stock^F7	holding	—	—		—	930	I	Aida Tiouririne

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Note^F1	$0.44	Jul 31, 2018	C	153,114	D	—	—	Common Stock	153,114	0	D
Warrant to purchase common stock^F8	$6.25	Jul 31, 2018	J	17,600	A	Jul 31, 2018	Jul 31, 2023	Common Stock	17,600	17,600	D
Warrant to purchase common stock^F1	$6.25	Jul 31, 2018	C	153,114	A	—	—	Common Stock	153,114	170,714	D
Warrant to purchase units^F9	$5.00	Jul 31, 2018	J	17,600	A	Jul 31, 2018	Jul 31, 2023	Units	35,200	17,600	D
Warrant to purchase common stock^F3	$6.25	Jul 31, 2018	P	1,400	A	Jul 31, 2018	Jul 31, 2023	Common Stock	1,400	169,314	D

Explanation of responses

F1The 153,114 shares of common stock and a warrant to purchase 153,114 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $52,000 together with interest accrued thereon at a conversion price of $0.44 per share upon consummation of the initial public offering on July 31, 2018.
F2The 17,600 shares were received upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.
F3On July 31, 2018, Dr. Johnson purchased 1,400 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.
F4The 40,382 shares were received upon consummation of the initial public offering in accordance with a Services Agreement with Medico-Trans Company, LLC.
F5Medico-Trans Company, LLC is controlled by Bankole Johnson.
F6Dr. Johnson is the trustee of each of these trusts.
F7Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares.
F8A warrant to purchase 17,600 shares of common stock was issued upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.
F9The warrant to purchase 17,600 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 35,200 shares.