0000902664-19-001327.txt : 20190301 0000902664-19-001327.hdr.sgml : 20190301 20190301091520 ACCESSION NUMBER: 0000902664-19-001327 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190301 DATE AS OF CHANGE: 20190301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADIAL PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001513525 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 800667150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90718 FILM NUMBER: 19646909 BUSINESS ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: SUITE 495 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: 434-422-9800 MAIL ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: SUITE 495 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: ADial Pharmaceuticals, L.L.C. DATE OF NAME CHANGE: 20170515 FORMER COMPANY: FORMER CONFORMED NAME: Adial Pharmaceuticals, L.L.C. DATE OF NAME CHANGE: 20110218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 p19-0759sc13g.htm ADIAL PHARMACEUTICALS, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*   
 

Adial Pharmaceuticals, Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value

(Title of Class of Securities)
 

00688A106

(CUSIP Number)
 

February 21, 2019

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 00688A10613GPage 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Tax Efficient II, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

816,051 shares of Common Stock

612,038 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

816,051 shares of Common Stock

612,038 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

816,051 shares of Common Stock

612,038 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.41% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

       

 

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 00688A10613GPage 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.84% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

         

 

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 00688A10613GPage 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Ryan M. Lane

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.84% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

       

 

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 00688A10613GPage 5 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Martin D. Hoe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

955,000 shares of Common Stock

716,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.84% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

       

 

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 00688A10613GPage 6 of 10 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Adial Pharmaceuticals, Inc. (the "Company").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 1180 Seminole Trail, Suite 495, Charlottesville, VA 22902.
Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by the entities and persons listed below, who are collectively referred  to herein as "Reporting Persons," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
   
  Empery Fund
   
  (i) Empery Tax Efficient II, LP, to which the Investment Manager (as defined below) serves as investment manager, with respect to the shares of Common Stock held by, and underlying the Reported Notes and Reported Warrants (each as defined in Item 4 below) held by, it (the "ETE II Fund").
   
  Investment Manager
   
  (ii) Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants (as defined below) held by, the ETE II Fund and other funds to which the Investment Manager serves as investment manager (the "Empery Funds").
   
  Reporting Individuals
   
  (iii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.
   
  (iv) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.
   
  The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the "Reporting Individuals") is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The address of the business office of each of the Reporting Persons is:
   
 

1 Rockefeller Plaza, Suite 1205

New York, New York 10020

 

Item 2(c). CITIZENSHIP:

 

  Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

CUSIP No. 00688A10613GPage 7 of 10 Pages

 

Item 2(d). TITLE OF CLASS OF SECURITIES:  
     
  Common Stock, $0.001 par value (the "Common Stock")  
Item 2(e). CUSIP NUMBER:
   
  00688A106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________

  
     
Item 4. OWNERSHIP.
   
  The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 9,703,993 shares of Common Stock issued and outstanding as of February 21, 2019, as represented in the Company’s Prospectus Supplement on Form 424(b)(4) filed with the Securities and Exchange Commission on February 22, 2019 and assumes the exercise of the Company’s reported warrants

 

CUSIP No. 00688A10613GPage 8 of 10 Pages

 

  (the “Reported Warrants”) subject to the Blockers (as defined below).  
  Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers.  Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers.  
  The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds.  Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.  
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.  
  Not applicable.  
     
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.  
  See Item 2(a) above.  
     
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.  
  Not applicable.  
     
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.  
  Not applicable.  
     
Item 9. NOTICE OF DISSOLUTION OF GROUP.  
  Not applicable.  
     
Item 10. CERTIFICATION.  
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
         

 

 

CUSIP No. 00688A10613GPage 9 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: March 1, 2019  
   
   
  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane  
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  /s/ Ryan M. Lane  
  Ryan M. Lane
   
  /s/ Martin D. Hoe  
  Martin D. Hoe

 

 

CUSIP No. 00688A10613GPage 10 of 10 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: March 1, 2019  
   
  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane  
  Name:  Ryan M. Lane
  Title:  Managing Member
   
    /s/ Ryan M. Lane  
  Ryan M. Lane
   
    /s/ Martin D. Hoe  
  Martin D. Hoe