ADIAL PHARMACEUTICALS, INC. — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADIAL PHARMACEUTICALS, INC. (ADIL)
CIK: 0001513525
Period of Report: 2018-07-31

Reporting Person: Schuyler Kevin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-31	Common Stock	C	82461	—	Acquired	133390	Direct
2018-07-31	Common Stock	J	120000	—	Acquired	253390	Direct
2018-07-31	Common Stock	P	90000	—	Acquired	343390	Direct
2018-07-31	Common Stock	J	113800	—	Acquired	113800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-31	Convertible Note	$0.44	C	82461	Disposed		Common Stock (82461)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	C	82461	Acquired	2023-07-31	Common Stock (82461)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	J	120000	Acquired	2023-07-31	Common Stock (120000)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	P	90000	Acquired	2023-07-31	Common Stock (90000)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	J	113800	Acquired	2023-07-31	Common Stock (162200)	Indirect
2018-07-31	Warrant to purchase units	$5.00	J	120000	Acquired	2023-07-31	Units (240000)	Direct
2018-07-31	Warrant to purchase units	$5.00	J	162200	Acquired	2023-07-31	Units (324400)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3042	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: Mr. Schuyler has control over MVA 151 Investors, LLC.

F7: 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.