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Filing Details

Accession Number:: 0001213900-18-010087
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-02 16:08:21
Reporting Period:: 2018-07-31

Accepted Time:: 2018-08-02 16:08:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1513525	Adial Pharmaceuticals Inc.	ADIL	Pharmaceutical Preparations (2834)	800667150

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1718158	A. Bankole Johnson	1180 Seminole Trail, Suite 495 Charlottesville, VA 22901		Yes	No	Yes	No
1719033	Trust 11/23/2010 Vida Mi De Fidecomiso En	11024 Gaither Farm Road Ellicott City MD 21042		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-07-31	153,114	$0.44	255,768	No	4	C	Direct
Common Stock	Acquisiton	2018-07-31	17,600	$0.00	273,368	No	4	J	Direct
Common Stock	Acquisiton	2018-07-31	1,400	$0.00	1,400	No	4	P	Direct
Common Stock	Acquisiton	2018-07-31	40,382	$0.00	313,750	No	4	A	Indirect	Medico-Trans Company, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	J	Direct
No	4	P	Direct
No	4	A	Indirect	Medico-Trans Company, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Note	Disposition	2018-07-31	153,114	$0.44	153,114	$0.44
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	17,600	$0.00	17,600	$6.25
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	153,114	$0.00	153,114	$6.25
Units	Warrant to purchase units	Acquisiton	2018-07-31	17,600	$0.00	35,200	$5.00
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	1,400	$0.00	1,400	$6.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
17,600	2018-07-31	2023-07-31	No	4	J	Direct
170,714			No	4	C	Direct
17,600	2018-07-31	2023-07-31	No	4	J	Direct
169,314	2018-07-31	2023-07-31	No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	850,896	Indirect	En Fideicomiso De Mi Vida 11/23/2010 (Trust)
Common Stock	93,000	Indirect	En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017
Common Stock	22,320	Indirect	En Fideicomiso De Mis Suenos 11/23/2010 (Trust)
Common Stock	7,440	Indirect	De Mi Amor 11/23/2010 (Trust)
Common Stock	4,650	Indirect	Efunbowale Johnson
Common Stock	1,395	Indirect	Ade Johnson
Common Stock	1,395	Indirect	Lola Johnson
Common Stock	930	Indirect	Lina Tiouririne
Common Stock	930	Indirect	Aida Tiouririne

Footnotes

The 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.
The 17,600 shares were received upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.
On 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.
The 40,382 shares were received upon consummation of the initial public offering in accordance with a Services Agreement with Medico-Trans Company, LLC.
Medico-Trans Company, LLC is controlled by Bankole Johnson.
Dr. Johnson is the trustee of each of these trusts.
Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares.
A 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.
The 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.