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Filing Details

Accession Number:: 0001213900-18-010092
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-02 16:11:52
Reporting Period:: 2018-07-31

Accepted Time:: 2018-08-02 16:11:52
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
1718094	Kevin Schuyler	1180 Seminole Trail, Suite 495 Charlottesville, VA 22901		Yes	No	No	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	82,461	$0.00	133,390	No	4	C	Direct
Common Stock	Acquisiton	2018-07-31	120,000	$0.00	253,390	No	4	J	Direct
Common Stock	Acquisiton	2018-07-31	90,000	$0.00	343,390	No	4	P	Direct
Common Stock	Acquisiton	2018-07-31	113,800	$0.00	113,800	No	4	J	Indirect	Owned by MVA 151 Investors, 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	J	Indirect	Owned by MVA 151 Investors, 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	82,461	$0.00	82,461	$0.44
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	82,461	$0.00	82,461	$6.25
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	120,000	$0.00	120,000	$6.25
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	90,000	$0.00	90,000	$6.25
Common Stock	Warrant to purchase common stock	Acquisiton	2018-07-31	113,800	$0.00	162,200	$6.25
Units	Warrant to purchase units	Acquisiton	2018-07-31	120,000	$0.00	240,000	$5.00
Units	Warrant to purchase units	Acquisiton	2018-07-31	162,200	$0.00	324,400	$5.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
82,461	2018-07-31	2023-07-31	No	4	C	Direct
202,461	2018-07-31	2023-07-31	No	4	J	Direct
292,461	2018-07-31	2023-07-31	No	4	P	Direct
113,800	2018-07-31	2023-07-31	No	4	J	Indirect
120,000	2018-07-31	2023-07-31	No	4	J	Direct
162,200	2018-07-31	2023-07-31	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,042	Indirect	Owned by Mr. Schuyler's wife, Carolyn M. Schuyler

Footnotes

The 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.
The 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.
The 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.
The 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.
The 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.
Mr. Schuyler has control over MVA 151 Investors, LLC.
On 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.