Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Deficit

v3.10.0.1
Stockholders' Deficit
6 Months Ended
Jun. 30, 2018
Equity [Abstract]  
STOCKHOLDERS' DEFICIT

8 — STOCKHOLDERS’ DEFICIT

 

Corporate Conversion/Reincorporation

 

On October 1, 2017, ADial Pharmaceuticals, LLC converted from a Virginia limited liability company to a Virginia corporation, APL Conversion Corp. On October 11, 2017, APL Conversion Corp. was merged into Adial Pharmaceuticals, Inc., a Delaware corporation. The Certificate of Incorporation of Adial Pharmaceuticals, Inc. authorizes the issuance of fifty million (50,000,000) shares of common stock and five million (5,000,000) shares of preferred stock. No shares of preferred stock have been issued or designated by Adial Pharmaceuticals, Inc. Three million, two hundred sixty-eight thousand five (3,268,005) shares of common stock were issued to the former equity unit holders of ADial Pharmaceuticals, LLC following the limited liability company’s conversion to a Virginia corporation and subsequent reincorporation by merger in Delaware in the following ratios and total amounts:

 

Equity Unit Class   Units in Unit
Class
    Common
Shares Issued
per Unit
    Shares Issued
Unit Class
 
Class A Unit     14,100,334       0.18600       2,622,673  
Profits Interest Unit, $1.42 distribution reduction     397,335       0.06862       27,264  
Profits Interest Unit, $0.50 distribution reduction, voting     1,372,167       0.14466       198,504  
Profits Interest Unit, $0.50 distribution reduction, non-voting     446,806       0.14466       64,637  
Class B Unit     1,908,205       0.18600       354,927  
                      3,268,005  

 

Options and warrants for the purchase of units of ADial Pharmaceuticals, LLC were converted to options and warrants to purchase shares of APL Conversion Corp. in the conversion and Adial Pharmaceuticals, Inc. assumed the options and warrants in the merger. Options for purchase of 937,000 Class A units, warrants for purchase of 723,916 Class A units, and warrants for purchase of 1,870,469 Class B units were converted to options and warrants exercisable for an aggregate of six hundred fifty-six thousand eight hundred thirty-seven (656,837) shares of common stock of Adial Pharmaceuticals, Inc. and were assumed in proportion to the number of shares to be issued to former unit holders of the class of units underlying the option or warrant, with the exercise price of the newly issued options or warrants being divided by the same ratio.

 

For financial reporting purposes, this merger transaction was recorded as a reorganization of ADial Pharmaceuticals, LLC which has adopted the capital structure and now operates under the name of Adial Pharmaceuticals, Inc. Accordingly, all references to the former member’s initial capital contribution in ADial Pharmaceuticals, LLC been retroactively adjusted to reflect the equivalent number of Adial Pharmaceuticals, Inc. shares of common stock. Additionally, upon completion of the conversion, the Company calculated a net adjustment to deferred income tax asset, which was deemed immaterial, and reclassified $10.7 million from accumulated deficit to additional paid in capital.

 

Equity Issuances/Repurchases

 

On April 1, 2018, the Company issued 292,309 shares of common stock to Company officers and a director in compensation for termination, by mutual agreement of the Performance Bonus Plan. At the time of this issuance, the company recognized an equity-based compensation expense of $1,461,545 (See Note 9).

 

The following table provides the activity in stock options for the six months ended June 30, 2018.

 

   

Total

Options

Outstanding

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Fair Value

at Issue

 
Outstanding December 31, 2017     174,282     $ 5.70     $ 4.84  
Issued           NA       NA  
Cancelled           NA       NA  
Outstanding June 30, 2018     174,282     $ 5.70     $ 4.84  
Outstanding, 2018, non-vested     121,236     $ 5.70     $ 4.84  

  

At June 30, 2018, the numbers of vested options were 53,046.

 

At June, 2018, the exercise price of the options was above the fair value of shares of common stock, so intrinsic value totals of the outstanding options were $0.

 

The total value of options granted in 2017 was $842,221, and the total value of option granted in 2018 was $0. During the six months ended June 30, 2018 and 2017, total equity-based compensation expense from the options issued was $139,090 and $60,818, respectively. As of June 30, 2018, $567,241 in further compensation expense resulting from issued options remained to be recognized.

 

The following is a summary of Warrants outstanding:

 

   

June 30,

2018

   

June 30,

2017

 
Issued to investors in 2011 to purchase shares of common stock for $0.005 per share exercise price, expiring on December 31, 2021     134,648       134,648  
                 
Issued to investors in 2013 to purchase shares of common stock for $7.63 per share exercise price, expiring on December 31, 2031     347,907       347,907  
                 
Issued to the holder of the June 2018 Senior Note to purchase stock for $3.75 per share exercise price, expiring on June 5, 2023     300,000        
                 
Total Warrants Outstanding     782,555       482,555  

 

There were no warrants issued, exercised or expired for the six months ended June 30, 2018 and 2017. In the six months ended June 30, 2018, 300,000 warrants were issued, no warrants were exercised or expired. Warrants were issued on July 31, 2018 in connection with the IPO, see Notes 2 and 11.