Young Wendy B. 4

What Happened

• Wendy B. Young, a director of Adial Pharmaceuticals, acquired 36,378 pre-funded warrants (derivative securities) on June 12, 2026. The reported purchase price was $2.75 per warrant, for a total reported outlay of $99,999. This was a purchase (a bullish cash outflow), but the instruments are warrants—not immediate common shares.

Key Details

• Transaction date and price: June 12, 2026 — 36,378 pre-funded warrants at $2.75 each (total $99,999).
• Security type: Pre-funded warrants to purchase common stock (recorded as a derivative transaction, code P = Purchase).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: The warrants were issued under a securities purchase agreement dated June 11, 2026. The pre-funded warrants have no expiration, are exercisable only after the issuer’s stockholder approval, and cannot be exercised if doing so would cause the holder (with affiliates) to beneficially own more than 4.99% of outstanding common stock.
• Timeliness: Form 4 was filed on June 16, 2026, reporting the June 12 transaction; this filing date is within the SEC’s two-business-day reporting window (timely).

Context

• Pre-funded warrants are derivative instruments that allow the holder to acquire common shares later (subject to conditions). They are not the same as immediately owned common stock and do not automatically change the company’s outstanding common shares until exercised.
• The 4.99% ownership cap is a common anti-dilution/ownership-limit feature that prevents a single holder from exceeding the specified ownership threshold upon exercise.