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July 7, 2023
Cary Claiborne
President and Chief Executive Officer
Adial Pharmaceuticals, Inc.
1180 Seminole Trail, Suite 495
Charlottesville, VA 22901
Re:Adial Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed June 23, 2023
File No. 333-272846
Dear Cary Claiborne:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 23, 2023
Cover Page
1.We note that you are seeking to register 10,199,620 shares of common stock for resale,
but you disclose on page 4 that you only may issue 5,916,575 shares to Alumni Capital
under the Purchase Agreement before obtaining shareholder approval and you disclose on
page 7 that "only 1,541,370 shares of common stock remain issuable at this time." More
specifically, we note that all of the common shares you are seeking to register will not be
duly authorized at the time of registration. Please revise your registration statement so that
the volume of common shares registered does not exceed the number of common shares
that remain available for issuance or otherwise advise.

 FirstName LastNameCary Claiborne
 Comapany NameAdial Pharmaceuticals, Inc.
 July 7, 2023 Page 2
 FirstName LastName
Cary Claiborne
Adial Pharmaceuticals, Inc.
July 7, 2023
Page 2
The Alumni Capital Transaction, page 4
2.We note your disclosure that under your Purchase Agreement with Alumni Capital dated
May 31, 2023, "[u]nder the applicable rules of the Nasdaq, in no event may [you] issue
more than 5,916,575 Shares... unless [you] obtain stockholder approval to issue shares of
Common Stock in excess of the Exchange Cap, provided further that the Exchange Cap
does not apply to the extent the purchase price is equal to or exceeds the Minimum Price
(as defined in the Purchase Agreement)." Please revise your disclosure to disclose the
"Minimum Price" or otherwise advise.
Exhibits
3.Please revise the legal opinion filed as Exhibit 5.1. The opinion should not assume
material facts underlying the opinion. In this regard, we note that the opinion assumes that
“there will be sufficient shares of Common Stock authorized but unissued under the
Certificate of Incorporation and not otherwise reserved for issuance.” However, this
assumption goes to whether the shares will be validly issued. See Item II.B.3.a. of Staff
Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cindy Polynice at 202-551-8707 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Patrick Egan, Esq.