SEC Form 4 · accession 0001213900-18-010089

ADIAL PHARMACEUTICALS, INC. · ADIL

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

Reporting owner

James W. Newman Jr.

Director

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:10 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,F2	Jul 31, 2018	C	29,931	—	A	41,160	I	Newman GST Trust FBO James W. Newman Jr.
Common Stock^F3,F4	Jul 31, 2018	C	21,715	—	A	58,419	I	Virga Ventures, LLC
Common Stock^F5,F6	Jul 31, 2018	C	5,178	—	A	15,221	I	Ivy Cottage Group, LLC
Common Stock^F7,F6	Jul 31, 2018	J	20,000	—	A	35,094	I	Ivy Cottage Group, LLC
Common Stock^F8,F4	Jul 31, 2018	J	92,000	—	A	140,419	I	Virga Ventures, LLC
Common Stock^F12	Jul 31, 2018	P$0	10,000	—	A	150,419	I	Virga Ventures, LLC
Common Stock^F13,F14	Jul 31, 2018	P$0	10,000	—	A	10,000	D
Common Stock^F11	holding	—	—		—	10,000	I	Roundtop Limited Partnership, LLP

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,F2	$0.44	Jul 31, 2018	C	29,931	D	—	—	Common Stock	29,931	0	I
Convertible Note^F3,F4	$0.44	Jul 31, 2018	C	21,715	D	—	—	Common Stock	21,715	0	I
Convertible Note^F5,F6	$0.44	Jul 31, 2018	C	5,178	D	—	—	Common Stock	5,178	0	I
Warrant to purchase common stock^F1,F2	$6.25	Jul 31, 2018	J	29,931	A	Jul 31, 2018	Jul 31, 2023	Common Stock	29,931	29,931	I
Warrant to purchase common stock^F3,F4	$6.25	Jul 31, 2018	J	21,715	A	Jul 31, 2018	Jul 31, 2023	Common Stock	21,715	21,715	I
Warrant to purchase common stock^F5,F6	$6.25	Jul 31, 2018	J	5,178	A	Jul 31, 2018	Jul 31, 2023	Common Stock	5,178	5,178	I
Warrant to purchase common stock^F7,F6	$6.25	Jul 31, 2018	J	20,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	20,000	25,178	I
Warrant to purchase common stock^F8,F4	$6.25	Jul 31, 2018	J	92,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	92,000	92,000	I
Warrant to purchase units^F9,F6	$5.00	Jul 31, 2018	J	20,000	A	Jul 31, 2018	Jul 31, 2023	Units	40,000	20,000	I
Warrant to purchase units^F10,F4	$5.00	Jul 31, 2018	J	92,000	A	Jul 31, 2018	Jul 31, 2023	Units	184,000	92,000	I
Warrant to purchase common stock^F12	$6.25	Jul 31, 2018	P	10,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	10,000	102,000	I
Warrant to purchase common stock^F13,F14	$6.25	Jul 31, 2018	P	10,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	10,000	10,000	D

Explanation of responses

F1The 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.
F10The 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.
F11James W. Newman is the general partner of Roundtop Limited Partnership, LLP
F12On 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.
F13On 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.
F14Shares are held by the James W. Newman Jr. Roth IRA.
F2James W. Newman is the trustee of the Newman GST Trust FBO James W. Neman Jr.
F3The 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.
F4James W. Newman is the sole member of Virga Ventures, LLC
F5The 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.
F6James W. Newman is the general partner of Ivy Cottage Group, LLC
F7The 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.
F8The 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.
F9The 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.