Adial Pharmaceuticals preferred shares convert to common
The reporting persons stated they would no longer report transactions in AZR equity securities on Forms 4 or 5.
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Form Type
4
Rhea-AI Filing Summary
Series A Non-Voting Convertible Preferred Stock of Adial Pharmaceuticals, Inc. (AZR) automatically converted into common stock on November 2, 2026, subject to each holder’s beneficial ownership limitations. Coastlands Capital LP, identified as a ten percent owner, reported indirect holdings of 388,308 common shares following the conversion.
The reporting persons stated that, as a result of the conversion, they ceased to beneficially own more than 10% of the outstanding common stock.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Coastlands Capital LP
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Common Stock F1, F2 | -- | -- | -- |
Holdings:
Common Stock — 388,308 shares (Indirect, By Coastlands Capital LP)
Footnotes (2)
- F1. On November 2, 2026, shares of Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), of the Issuer automatically converted into shares of common stock, par value $0.001 per share (the "common stock"), of the Issuer, subject to certain beneficial ownership limitations set by each holder of Series A Preferred Stock. As a result of such conversion, the Reporting Persons ceased to beneficially own more than 10% of the outstanding common stock. Accordingly, the Reporting Persons are no longer subject to Section 16 in connection with their transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.
- F2. Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of Coastlands Capital Partners LP, a Delaware limited partnership (the "Partnership"). Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.
Key Figures
Common shares held: 388,308 shares
Beneficial ownership threshold: More than 10%
Series A Preferred Stock par value: $0.001 per share
+1 more
4 metrics
Common shares held
388,308 shares
Indirect holdings reported by Coastlands Capital LP following the November 2, 2026 conversion
Beneficial ownership threshold
More than 10%
The reporting persons stated they ceased to beneficially own more than this amount of outstanding common stock
Series A Preferred Stock par value
$0.001 per share
Par value stated for Series A Non-Voting Convertible Preferred Stock
Common stock par value
$0.001 per share
Par value stated for common stock
Key Terms
Series A Non-Voting Convertible Preferred Stock, beneficial ownership limitations, Section 16, pecuniary interest
4 terms
Series A Non-Voting Convertible Preferred Stock financial
"shares of Series A Non-Voting Convertible Preferred Stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
beneficial ownership limitations regulatory
"subject to certain beneficial ownership limitations set by each holder"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Section 16 regulatory
"no longer subject to Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
pecuniary interest financial
"except to the extent of that person's pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why will the reporting persons stop filing AZR Forms 4 or 5?
The reporting persons stated that the conversion meant they ceased to beneficially own more than 10% of the outstanding common stock, so they would no longer be subject to Section 16 for transactions in the issuer’s equity securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
