0001172661-24-001308.txt : 20240214 0001172661-24-001308.hdr.sgml : 20240214 20240214152213 ACCESSION NUMBER: 0001172661-24-001308 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADIAL PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001513525 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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: 24636747 BUSINESS ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: SUITE 495 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22901 BUSINESS PHONE: 434-422-9800 MAIL ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: SUITE 495 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22901 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: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 armistice-adil123123.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*



ADIAL PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

00688A205

(CUSIP Number)

 

 

December 31, 2023
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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.  00688A205
 SCHEDULE 13G
Page 2 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Armistice Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
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
 
0
6
SHARED VOTING POWER
 
166,972
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
166,972
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
166,972
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.99%
12
TYPE OF REPORTING PERSON
 
IA, OO

 
 

CUSIP No.  00688A205
 SCHEDULE 13G
Page 3 of 8 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Steven Boyd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
166,972
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
166,972
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
166,972
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.99%
12
TYPE OF REPORTING PERSON
 
IN, HC

 
 

 

CUSIP No. 00688A205
 SCHEDULE 13G
Page 4 of 8 Pages

 

Item 1.(a) Name of Issuer

Adial Pharmaceuticals, Inc.

Item 1.(b) Address of Issuer’s Principal Executive Offices

1180 Seminole Trail, Ste 495

Charlottesville, VA 22901

Item 2.(a) Names of Person Filing:

Armistice Capital, LLC

Steven Boyd

Collectively, the "Reporting Persons"

  

Item 2.(b) Address of Principal Business Office:

 

Armistice Capital, LLC

510 Madison Avenue, 7th Floor

New York, New York 10022

United States of America

 

Steven Boyd

c/o Armistice Capital, LLC

510 Madison Avenue, 7th Floor

New York, New York 10022

United States of America

  

Item 2.(c) Citizenship:

 

Armistice Capital, LLC - Delaware

Steven Boyd - United States of America

  

Item 2.(d) Title of Class of Securities

 

Common Stock (“Shares”)

 

Item 2.(e) CUSIP No.:

00688A205

 

CUSIP No.  00688A205
 SCHEDULE 13G
Page 5 of 8 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 00688A205
 SCHEDULE 13G
Page 6 of 8 Pages

 

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned as of December 31, 2023:

Armistice Capital, LLC - 166,972

Steven Boyd - 166,972  

(b) Percent of Class as of December 31, 2023:

Armistice Capital, LLC - 9.99%

Steven Boyd - 9.99% 

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

Armistice Capital, LLC - 0

Steven Boyd - 0 

(ii) Shared power to vote or to direct the vote

Armistice Capital, LLC - 166,972

Steven Boyd - 166,972 

(iii) Sole power to dispose or to direct the disposition of

Armistice Capital, LLC - 0

Steven Boyd - 0 

(iv) Shared power to dispose or to direct the disposition of

Armistice Capital, LLC - 166,972

Steven Boyd - 166,972

The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer.

Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 00688A205
 SCHEDULE 13G
Page 7 of 8 Pages

 

 

SIGNATURE

 

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

 

Dated: February 14, 2024

 

 

 

 

Armistice Capital, LLC

       
  By:  /s/ Steven Boyd
   

Steven Boyd

Managing Member
       

       
  By:  /s/ Steven Boyd
   

Steven Boyd

       

 

 
CUSIP No. 00688A205
 SCHEDULE 13G
Page 8 of 8 Pages

 

Exhibit I

 

JOINT FILING 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: February 14, 2024

 

 

Armistice Capital, LLC

       
  By:  /s/ Steven Boyd
   

Steven Boyd

Managing Member
       
 

 
  By:  /s/ Steven Boyd
   

Steven Boyd