Filing Details
- Accession Number:
- 0001213900-18-010089
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-08-02 16:10:35
- Reporting Period:
- 2018-07-31
- Accepted Time:
- 2018-08-02 16:10:35
- 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 |
|---|---|---|---|---|---|---|---|
| 1718364 | Jr. W. James Newman | 1180 Seminole Trail, Suite 495 Charlottesville, VA 22901 | Yes | No | No | No |
Reported Non-Derivative Transactions
| 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 | 29,931 | $0.00 | 41,160 | No | 4 | C | Indirect | Newman GST Trust FBO James W. Newman Jr. |
| Common Stock | Acquisiton | 2018-07-31 | 21,715 | $0.00 | 58,419 | No | 4 | C | Indirect | Virga Ventures, LLC |
| Common Stock | Acquisiton | 2018-07-31 | 5,178 | $0.00 | 15,221 | No | 4 | C | Indirect | Ivy Cottage Group, LLC |
| Common Stock | Acquisiton | 2018-07-31 | 20,000 | $0.00 | 35,094 | No | 4 | J | Indirect | Ivy Cottage Group, LLC |
| Common Stock | Acquisiton | 2018-07-31 | 92,000 | $0.00 | 140,419 | No | 4 | J | Indirect | Virga Ventures, LLC |
| Common Stock | Acquisiton | 2018-07-31 | 10,000 | $0.00 | 150,419 | No | 4 | P | Indirect | Virga Ventures, LLC |
| Common Stock | Acquisiton | 2018-07-31 | 10,000 | $0.00 | 10,000 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | Newman GST Trust FBO James W. Newman Jr. |
| No | 4 | C | Indirect | Virga Ventures, LLC |
| No | 4 | C | Indirect | Ivy Cottage Group, LLC |
| No | 4 | J | Indirect | Ivy Cottage Group, LLC |
| No | 4 | J | Indirect | Virga Ventures, LLC |
| No | 4 | P | Indirect | Virga Ventures, LLC |
| No | 4 | P | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Convertible Note | Disposition | 2018-07-31 | 29,931 | $0.00 | 29,931 | $0.44 |
| Common Stock | Convertible Note | Disposition | 2018-07-31 | 21,715 | $0.00 | 21,715 | $0.44 |
| Common Stock | Convertible Note | Disposition | 2018-07-31 | 5,178 | $0.00 | 5,178 | $0.44 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 29,931 | $0.00 | 29,931 | $6.25 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 21,715 | $0.00 | 21,715 | $6.25 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 5,178 | $0.00 | 5,178 | $6.25 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 20,000 | $0.00 | 20,000 | $6.25 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 92,000 | $0.00 | 92,000 | $6.25 |
| Units | Warrant to purchase units | Acquisiton | 2018-07-31 | 20,000 | $0.00 | 40,000 | $5.00 |
| Units | Warrant to purchase units | Acquisiton | 2018-07-31 | 92,000 | $0.00 | 184,000 | $5.00 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 10,000 | $0.00 | 10,000 | $6.25 |
| Common Stock | Warrant to purchase common stock | Acquisiton | 2018-07-31 | 10,000 | $0.00 | 10,000 | $6.25 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 29,931 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 21,715 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 5,178 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 25,178 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 92,000 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 20,000 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 92,000 | 2018-07-31 | 2023-07-31 | No | 4 | J | Indirect |
| 102,000 | 2018-07-31 | 2023-07-31 | No | 4 | P | Indirect |
| 10,000 | 2018-07-31 | 2023-07-31 | No | 4 | P | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 10,000 | Indirect | Roundtop Limited Partnership, LLP |
Footnotes
- The 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.
- James W. Newman is the trustee of the Newman GST Trust FBO James W. Neman Jr.
- The 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.
- James W. Newman is the sole member of Virga Ventures, LLC
- The 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.
- James W. Newman is the general partner of Ivy Cottage Group, LLC
- The 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.
- The 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.
- The 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.
- The 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.
- James W. Newman is the general partner of Roundtop Limited Partnership, LLP
- On 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.
- On 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.
- Shares are held by the James W. Newman Jr. Roth IRA.
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