- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-1 IPO registration
- 1.1 Form of Underwriting Agreement
- 3.1 Articles of Organization
- 3.2 Second Amended and Restated Operating Agreement
- 3.3 Form of Certificate of Incorporation
- 3.4 Form of Bylaws
- 3.5 Form of Articles of Incorporation of Apl Conversion Corp
- 3.6 Form of Bylaws of Apl Conversion Corp
- 3.7 Form of Articles of Conversion
- 3.8 Form of Plan of Conversion
- 3.9 Form of Certificate of Merger - Delaware
- 3.10 Form of Articles of Merger - Virginia
- 3.11 Form of Agreement and Plan of Reorganization
- 4.2 Form of Representative's Warrant
- 4.3 Form of Warrant to Purchase Membership Units (2011 Offering)
- 4.4 Form of Warrant to Purchase Membership Units (2013 Offering)
- 4.5 Form of Common Stock Purchase Warrant
- 4.6 Form of 2016 Convertible Promissory Note
- 4.7 Senior Secured Promissory Note
- 4.8 Form of Membership Unit Award (Profits Interest) Agreement
- 4.9 Option Agreement
- 4.10 Performance Bonus Plan
- 4.11 Form of 2017 Equity Incentive Plan
- 4.12 Form of Stock Option Grant Notice, Option Agreement
- 4.13 Form of Option Agreement
- 10.1 License Agreement
- 10.2 Amendment #1 to License Agreement
- 10.3 Amendment #2 to License Agreement
- 10.4 Amendment #3 to License Agreement
- 10.5 Executive Employment Agreement
- 10.6 Salary Forbearance Agreement
- 10.7 Consulting Agreement - Joseph Truluck
- 10.8 Termination Agreement
- 10.9 Securities Purchase Agreement
- 10.10 Security Agreement
- 10.11 Settlement Agreement and Release of Claims
- 10.12 Promissory Note
- 10.13 Form of Subscription Agreement
- 10.14 Consulting Agreement
- 10.15 Employment Agreement - William B. Stilley
- 10.16 Employment Agreement - Joseph Truluck
- 10.17 Employment Agreement - Tomasz H. Zastawny
- 10.18 Form of Indemnification Agreement
- 10.19 Sublease Agreement
- 10.20 Amendment #4 to License Agreement
- 23.1 Consent of Friedman LLP
- 23.3 Consent of Ipsos-insight, LLC
Exhibit 3.1
ARTICLES OF ORGANIZATION
OF
ADIAL PHARMACEUTICALS, L.L.C.
The undersigned, desiring to organize a limited liability company (the “Company”) under the provisions of Chapter 12 of Title 13.1 of the Code of Virginia, sets forth the following:
ARTICLE I
Name
The name of the limited liability company is ADial Pharmaceuticals, L.L.C.
ARTICLE II
Registered Office and Agent
The post-office address of the initial registered office in Virginia is 321 East Main Street, Suite 400, Charlottesville, Virginia 22902 located in the City of Charlottesville. The registered agent of the Company is David L. Dallas, Jr. who is a resident of Virginia and a member of the Virginia State Bar. His business address is identical with that of the registered office.
ARTICLE III
Principal Office
The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 shall be 321 East Main Street, Suite 400, Charlottesville, Virginia 22902.
ARTICLE IV
Manager-Managed Company
The Company shall be manager managed. The initial number of managers shall be one (1) until the adoption of an Operating Agreement by the members, and such initial manager shall be Bankole A. Johnson.
Given under my hand this 19th day of November, 2010.
ORGANIZER: | |
/s/ David L. Dallas, Jr. | |
David L. Dallas, Jr. |