Current Report Filing (8-k)
September 22 2020 - 06:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): September 21, 2020
Adial
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State
or other jurisdiction of incorporation)
001-38323
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82-3074668
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1180
Seminole Trail, Suite 495
Charlottesville,
Virginia 22901
(Address
of principal executive offices and zip code)
(434)
422-9800
(Registrant’s
telephone number including area code)
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbols
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Name
of each exchange on which registered
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Common
Stock
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ADIL
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NASDAQ
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Warrants
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ADILW
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NASDAQ
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Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02
in its entirety. The Shares (as defined below) were issued in a transaction exempt from registration under the Securities Act
of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
Bespoke Growth Partners, Inc. (“Bespoke”) has represented that it is an “accredited investor,” as defined
in Regulation D, and it was acquiring the securities described herein for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the
Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached
hereto is an offer to sell or the solicitation of an offer to buy the Shares, or shares of common stock or any other securities
of Adial Pharmaceuticals, Inc., a Delaware corporation (“Adial” or the “Company”).
Item
8.01. Other Events.
On
September 21, 2020, Adial entered into a securities purchase agreement (the “Purchase Agreement”) with Bespoke pursuant
to which it sold to Bespoke 357,143 restricted shares of the Company’s common stock (the “Shares”) for an aggregate
purchase price of $500,000.20. The Purchase Agreement
contains customary representations, warranties and agreements of the Company and Bespoke. Bespoke’s principal is Mark H.
Peikin, Adial’s Chief Strategy Officer.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: September
21, 2020
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ADIAL
PHARMACEUTICALS, INC.
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By:
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/s/
William B. Stilley, III
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Name:
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William
B. Stilley
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Title:
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President
and Chief Executive Officer
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2
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