SEC Comment Letter for ADIAL PHARMACEUTICALS, INC. (ADIL) (CIK 0001513525) (AZR) — Oct 5, 2017
ADIAL PHARMACEUTICALS, INC. (ADIL) (CIK 0001513525)
Date: Oct. 5, 2017 · CIK: 0001513525 · Accession: 0000000000-17-035495
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220368
Letter
Mail Stop 4546 October 5 , 2017 William B. Stilley, III President and Chief Executive Officer Adial Pharmaceuticals, Inc. 204 E. High Street Charlottesville, VA 22902
Re: Adial Pharmaceuticals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 25 , 2017 File No: 333-220368
Dear Mr. Stilley:
We have reviewed your amended registration statement and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropr iate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 21, 2017 letter .
Summary Financial Information, page 12
1. Refer to your response to our prior comment 1. Your calculation of Pro forma net loss and Pro forma net loss per share includes adjustments which appear to be nonrecurring in nature. Please explain to us your consideration of Rules 11 -02(b)(5) and 11 -02(b)(6) of Regulation S -X.
William B. Stilley Adial Pharmaceuticals, Inc. October 5 , 2017 Page 2
You may contact Rolf Sundwall at (202) 551 -3105 or Angela Connell at (202) 551 -3426 if you have questions regarding comments o n the financial statements and related matters. Please contact Jeffrey Gabor at (202) 551 -2544 or Joseph McCann at (202) 551 -6262 with any other questions.
Sincerely,
/s/ Joseph McCann for
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Mail Stop 4546 October 5 , 2017 William B. Stilley, III President and Chief Executive Officer Adial Pharmaceuticals, Inc. 204 E. High Street Charlottesville, VA 22902 Re: Adial Pharmaceuticals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 25 , 2017 File No: 333-220368 Dear Mr. Stilley: We have reviewed your amended registration statement and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropr iate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 21, 2017 letter . Summary Financial Information, page 12 1. Refer to your response to our prior comment 1. Your calculation of Pro forma net loss and Pro forma net loss per share includes adjustments which appear to be nonrecurring in nature. Please explain to us your consideration of Rules 11 -02(b)(5) and 11 -02(b)(6) of Regulation S -X. William B. Stilley Adial Pharmaceuticals, Inc. October 5 , 2017 Page 2 You may contact Rolf Sundwall at (202) 551 -3105 or Angela Connell at (202) 551 -3426 if you have questions regarding comments o n the financial statements and related matters. Please contact Jeffrey Gabor at (202) 551 -2544 or Joseph McCann at (202) 551 -6262 with any other questions. Sincerely, /s/ Joseph McCann for Suzanne Hayes Assistant Director Office of Healthcare & Insurance cc: Leslie Marlow, Esq. Gracin & Marlow, LLP