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: Johnson Bankole A. (Director, 10% Owner)
Reporting Person: En Fidecomiso de Mi Vida 11/23/2010 Trust (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-31	Common Stock	C	153114	$0.44	Acquired	255768	Direct
2018-07-31	Common Stock	J	17600	—	Acquired	273368	Direct
2018-07-31	Common Stock	P	1400	—	Acquired	1400	Direct
2018-07-31	Common Stock	A	40382	—	Acquired	313750	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-31	Convertible Note	$0.44	C	153114	Disposed		Common Stock (153114)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	J	17600	Acquired	2023-07-31	Common Stock (17600)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	C	153114	Acquired		Common Stock (153114)	Direct
2018-07-31	Warrant to purchase units	$5.00	J	17600	Acquired	2023-07-31	Units (35200)	Direct
2018-07-31	Warrant to purchase common stock	$6.25	P	1400	Acquired	2023-07-31	Common Stock (1400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	850896	Indirect
Common Stock	93000	Indirect
Common Stock	22320	Indirect
Common Stock	7440	Indirect
Common Stock	4650	Indirect
Common Stock	1395	Indirect
Common Stock	1395	Indirect
Common Stock	930	Indirect
Common Stock	930	Indirect

Footnotes

F1: 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.

F2: The 17,600 shares were received upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.

F3: 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.

F4: The 40,382 shares were received upon consummation of the initial public offering in accordance with a Services Agreement with Medico-Trans Company, LLC.

F5: Medico-Trans Company, LLC is controlled by Bankole Johnson.

F6: Dr. Johnson is the trustee of each of these trusts.

F7: Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares.

F8: 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.

F9: 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.