Attached files

file filename
EX-3.12 - FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ADIAL - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-12_adial.htm
EX-23.1 - CONSENT OF FRIEDMAN LLP - ADIAL PHARMACEUTICALS, INC.fs12017a2ex23-1_adial.htm
EX-5.1 - OPINION OF GRACIN & MARLOW, LLP - ADIAL PHARMACEUTICALS, INC.fs12017a2ex5-1_adial.htm
EX-4.14 - AMENDMENT TO SENIOR SECURED PROMISSORY NOTE DATED AS OF OCTOBER 23, 2017 BY AND - ADIAL PHARMACEUTICALS, INC.fs12017a2ex4-14_adial.htm
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - ADIAL PHARMACEUTICALS, INC.fs12017a2ex4-1_adial.htm
EX-3.11 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-11_adial.htm
EX-3.10 - ARTICLES OF MERGER FILED WITH THE VIRGINIA SECRETARY OF STATE - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-10_adial.htm
EX-3.8 - TERMS AND CONDITIONS OF THE PLAN OF ENTITY CONVERSION - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-8_adial.htm
EX-3.7 - ENTITY CONVERSION FILED WITH THE VIRGINIA SECRETARY OF STATE - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-7_adial.htm
EX-3.6 - BYLAWS OF APL CONVERSION CORP. - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-6_adial.htm
EX-3.5 - ARTICLES OF INCORPORATION OF APL CONVERSION CORP., A VIRGINIA STOCK CORPORATION - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-5_adial.htm
EX-3.4 - BYLAWS OF ADIAL PHARMACEUTICALS, INC. - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-4_adial.htm
EX-3.3 - CERTIFICATE OF INCORPORATION OF ADIAL PHARMACEUTICALS, INC. - ADIAL PHARMACEUTICALS, INC.fs12017a2ex3-3_adial.htm
EX-1.1 - UNDERWRITING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017a2ex1-1_adial.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - ADIAL PHARMACEUTICALS, INC.fs12017a2_adialpharma.htm

Exhibit 3.9

 

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
DOMESTIC CORPORATION

 

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

 

FIRST: The name of the surviving corporation is Adial Pharmaceuticals, Inc., a Delaware corporation, and the name of the corporation being merged into the surviving corporation is APL Conversion Corp., a Virginia corporation.

 

SECOND: The Agreement and Plan of Reorganization has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8, Section 252 of the General Corporation Law of the State of Delaware.

 

THIRD: The name of the surviving corporation is Adial Pharmaceuticals, Inc., a Delaware corporation.

 

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

 

FIFTH: The authorized stock and par value of the non-Delaware corporation is 50,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value.

 

SIXTH: The Agreement and Plan of Reorganization is on file at the place of business of the surviving corporation.

 

SEVENTH: A copy of the Agreement and Plan of Reorganization will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

 

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, this 10th day of October, 2017.

 

  ADIAL PHARMACEUTICALS, INC.
     
  By: /s/ William B. Stilley
  Name: William B. Stilley
  Title: Chief Executive Officer