SEC Form 4 · accession 0001213900-18-010092

ADIAL PHARMACEUTICALS, INC. · ADIL

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

Reporting owner

Kevin Schuyler

Director

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 4:11 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	82,461	—	A	133,390	D
Common Stock^F2	Jul 31, 2018	J	120,000	—	A	253,390	D
Common Stock^F7	Jul 31, 2018	P$0	90,000	—	A	343,390	D
Common Stock^F3,F6	Jul 31, 2018	J	113,800	—	A	113,800	I	Owned by MVA 151 Investors, LLC
Common Stock	holding	—	—		—	3,042	I	Owned by Mr. Schuyler's wife, Carolyn M. Schuyler

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	82,461	D	—	—	Common Stock	82,461	0	D
Warrant to purchase common stock^F1	$6.25	Jul 31, 2018	C	82,461	A	Jul 31, 2018	Jul 31, 2023	Common Stock	82,461	82,461	D
Warrant to purchase common stock^F2	$6.25	Jul 31, 2018	J	120,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	120,000	202,461	D
Warrant to purchase common stock^F7	$6.25	Jul 31, 2018	P	90,000	A	Jul 31, 2018	Jul 31, 2023	Common Stock	90,000	292,461	D
Warrant to purchase common stock^F3,F6	$6.25	Jul 31, 2018	J	113,800	A	Jul 31, 2018	Jul 31, 2023	Common Stock	162,200	113,800	I
Warrant to purchase units^F4	$5.00	Jul 31, 2018	J	120,000	A	Jul 31, 2018	Jul 31, 2023	Units	240,000	120,000	D
Warrant to purchase units^F5,F6	$5.00	Jul 31, 2018	J	162,200	A	Jul 31, 2018	Jul 31, 2023	Units	324,400	162,200	I

Explanation of responses

F1The 82,461 shares of common stock and a warrant to purchase 82,461 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $27,550 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.
F2The 120,000 shares of common stock and warrants to purchase 120,000 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.
F3The 113,800 shares of common stock and warrants to purchase 113,800 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.
F4The warrant to purchase 120,000 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 240,000 shares.
F5The warrant to purchase 162,200 units was received by MVA 151 Investors LLC 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 324,400 shares.
F6Mr. Schuyler has control over MVA 151 Investors, LLC.
F7On July 31, 2018, Mr. Schuyler purchased 90,000 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.