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The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York 10174

Telephone (212) 907-6457

Facsimile: (212) 208-4657

September 19, 2017

VIA EDGAR

United States Securities

    and Exchange
Commission
 Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Attention: Ms. Suzanne Hayes

    Re:
    Adial Pharmaceuticals, Inc.

Registration Statement on Form S-1

Submitted September 7, 2017

CIK No. 0001513525

Dear Ms. Hayes:

On behalf of our client,
Adial Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comment number 7 from the
staff (the “Staff”) of the Securities and Exchange Commission in its June 9, 2017 letter to the Company relating
to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

Set forth below in
bold is comment number 7 from the June 9, 2017 letter from the Staff and immediately following the comment is the Company’s
response to that comment.

 7. You disclose on page 51 your process for estimating the fair value of your equity awards prior
to your IPO for purposes of granting equity-based compensation in the absence of a public trading market. Once you have an estimated
offering price or range and have determined the conversion ratio for your membership units, please explain to us the reasons for
any differences between the recent valuations of your membership units leading up to the IPO and the estimated offering price.
This information will help facilitate our review of your accounting for equity issuances including stock compensation.

Response: The Company
respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect
to its determination of the fair value of its common shares underlying its outstanding equity awards and the reasons for the differences
between the recent valuation of its membership units and the estimated offering price for its initial public offering (the “IPO”).

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    and Exchange Commission

September 19, 2017

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Historically, the fair value
of the units underlying the equity-based awards (options and profit interest units) has been determined on each grant date by the
Company’s board of directors (the “Board”), with input from management. All equity-based awards were intended
to be granted with an exercise price per award no less than the fair value per unit of the Company’s units underlying those
awards on the date of grant, determined in good faith and based on the information known to the Board on the date of grant. In
the absence of a public trading market for the Company’s units, on each grant date, the Board considered various objective
and subjective factors described in detail in the Registration Statement, along with input from management, to determine the fair
value of the Company’s units.

Effects of Reorganization/Reincorporation
on Unit Price to Stock Price Comparison and Preliminary IPO Range

The Company is currently organized
as a Virginia limited liability company. Prior to the consummation of the initial public offering, the Company will reorganize
into a Virginia corporation, then merge the Virginia corporation into a newly organized Delaware corporation. (This process is
described in detail in the section Corporate Conversion/Reincorporation, beginning on page 50 of the submitted S-1.) The
Virginia limited liability company has two classes of equity units outstanding, Class A and Class B. Both Class A and Class B units
shall convert to the shares of the same series of common stock in the Delaware corporation at the ratio of 0.186 shares per
unit or 5.37 units per share. In comparing the recent valuation of the units and the IPO Price Range, we believe it is necessary
that the comparison be of units to units as opposed to stock to units and that the Conversion/Reincorporation ratio be taken
into account in the value of the units.

Based on discussions with the Board,
management and upon the recommendation of Aegis Capital Corp, the lead underwriter for the offering, the anticipated price range
for this offering was determined to be within the range of $9.00 to $11.00 per share (the “IPO Price Range”),
with a midpoint of the price range of $10.00 per share (the “Assumed IPO Price”). Based upon the conversion ratio
of 0.186 shares per unit, the equivalent pricing range per unit is $1.67 to $2.05, with a midpoint of $1.86.

Factors Used to
Determine Price Range

The Company respectfully submits
to the Staff that the increase in value between the most recent valuation report issued by Doty Scott Enterprises, Inc. to support
the financial reporting of the Company’s 2016 financial statements described below, compared to the IPO Price Range, is reasonable
based upon the factors set forth below. As is typical in initial public offerings, the Price Range was not derived using a formal
determination of fair value, but was determined by negotiations between the Company and the underwriters. Among the factors that
were considered in setting the Price Range were the following:

-              The general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

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    and Exchange Commission

September 19, 2017

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-               The
Company’s financial condition and prospects;

-               Estimates
of business potential and earnings prospects for the Company and the industry in which it operates;

-               Recent
performance of IPOs of companies in the biotechnology sector;

-               Feedback
from the Company’s End of Phase 2 meeting in March, 2013 with the U.S. Food and Drug Administration related to AD04, the
Company’s lead product candidate;

-
             Business developments impacting the Company;

-               Input received from the lead underwriters, including discussions that took
place during the week of August 14th through 18th with senior management of the Company and its board of directors
(the “Board”).

The Price Range does not take
into account the current lack of liquidity for the Company’s common shares and assumes a successful IPO with no weighting
attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an
acquisition transaction. Prior to August 14th, 2017, the Company and underwriters had not had any specific discussions
regarding the Price Range.

Factors Supporting
the Increase in Price

The anticipated price range for
this offering was determined with reference to several quantitative and qualitative factors, each of which contributed to the
difference between the value of the recent equity awards and the Assumed IPO Price. The Company respectfully submits that the
difference between the fair value of its recent equity issuances and the midpoint of the anticipated offering price range for
this offering is primarily the result of the factors and events set forth below.

Recent Market Price
of Equity

The most recent arms-length transactions
in Company equity took place on June 28th and August 1st of 2017, with the sale of 18,868 and 9,434 Class
B units, respectively, to a single investor at a price of $1.06 per Class B unit. This investor was not affiliated with
the Company and negotiated the price solely for his own benefit; this price represents, therefore, a market price for Company equity.
In addition, on July 1, 2017, an incoming director purchased 9,434 Class B units at the same price negotiated by the outside investor.
In total, sale of equity at this price during this period raised $40,000, which increased cash on hand from $137,000 to $177,000,
or by 29%, making sale of equity at this price a significant offering of units, and an observable market price under ASC 718-10-55-10
or a potential Level 2 value measurement within the meaning of FASB ASC 820.

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    and Exchange Commission

September 19, 2017

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Around the period during which
equity was being sold at $1.06 per Class B unit, options with a strike price of $1.06 were granted as compensation on July 1st,
July 25th, and August 1st. (Please see the attached Appendix for a table of summary transactions in units,
profits interest units, and options to purchase units for the period from July 1, 2016 to present.) In each case, the cost of the
option issuance was calculated using the Black-Sholes model, with the underlying asset price set equal to $1.06.

Sources of Increased
Value in the Intervening Period

This increase in price will integrate
several value enhancing events that will have taken place after the price-setting transaction on June 28th and prior
to the offering:

-               On July 1st, 2017, the Chief Operating Officer agreed
to accept the added position of Chief Financial Officer, a critical position previously vacant.

-               On
July 1st, 2017, Tony Goodman agreed to serve as a director. Mr. Goodman is an experienced pharmaceutical executive
that was largely responsible for the development of the Suboxone®, the most successful addiction drug with peak sales of over
$1.5 billion.

-               On July 25th, 2017, Dr. Tomasz Zastawny was hired to
act as Chief Development Officer, with responsibility the Company’s lead drug development program. This position is highly
specialized and finding a candidate with the qualifications of Dr. Zastawny was an important reduction of risk for the Company.

-               A lease of office space was executed on August 16, 2017.

-               The public filing of the S-1 registration statement was made on
September 7, 2017.

-               Equity markets in the Company’s sector, biotechnology, remained
solid during the period from June 28th to September 13th (for example, the S&P Biotech ETF increased
by 5%), increasing the likelihood that the Company would consummate its offering in early October.

In
addition, it is expected that the following events will add value to the enterprise:

-               Prior to an offering, members of ADial Pharmaceuticals, LLC, will
have formally approved the Company’s reorganization/reincorporation and initial public offering on the terms set forth in
the S-1.

-               The
Company’s equity is presently highly illiquid because it is a private company; consummation of the IPO will reduce this
risk to equity holders.

-               The Company’s present cash position raises significant doubt
as to its ability to continue as a going concern. Consummation of the offering within the expected range is expected to mitigate
a significant portion of this doubt and the related risk.

-               The expected proceeds of the offering will allow the Company to
begin a Phase 3 trial of its lead product candidate, AD04.

-               The expected proceeds will allow the Company to retain current
personnel and make additional hires if needed.

-               The Company will have a broader base of shareholders.

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    and Exchange Commission

September 19, 2017

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Previous Valuation
of Company Equity

A valuation report for ADial
Pharmaceuticals, LLC equity and its derivatives was issued by Doty Scott Enterprises, Inc. to support the financial reporting of
the Company’s 2016 financial statements. The Doty Scott report included valuations of Profits Interests Units (“PIUs”)
valued as options using the Black-Scholes model, effective at the time of issuance. This third-party valuation was performed in
accordance with the guidance outlined the Statement of Financial Accounting Standard ASC 820– 10–35–37 Fair
Value in Financial Instruments to facilitate the accounting under ASC Topic 718 “Compensation – Stock Compensation”.

The Black-Scholes model requires
the underlying asset price as a parameter. Since the PIUs were valued as options for the purchase of Class A units, the value of
Class A units at the time of each PIU issuance was also calculated. The fair value of the Class A units in June of 2013 was determined
to be $0.46 per Class A unit, using an Options Pricing Model with a June 2013 offering of Class B units as input. There
being no further offerings of equity after June 2013 and prior to the offerings between June and August of 2017, subsequent valuation
of Class A units was determined by calculating the Weighted Average Costs of Capital for the periods and using them as reasonable
assumptions of the growth rate, given the occurrence of positive, non-inflective value enhancing events. Using this method, the
value of Class A units at April 25, 2016, the time of the most recent PIU issuance, was determined to be $0.81 per Class A unit.

For purposes of negotiation with
the outside investor that ultimately purchased Class B units in June and August of 2017, Company management extrapolated a growth
rate for Class A unit values by fitting a curve to the values given in the Doty-Scott report using the least squares method to
determine the best fit. This projected growth rate implied a value of $1.03 per Class A unit on June 28, 2017, which served
as a reasonable lower for the value of Class B units, given the latter’s enjoyment of a liquidity preference over Class A
units, albeit a liquidity preference that expires on completion of the reorganization/reincorporation. Additionally, based on our
projected share price range for the IPO at the time, we projected the increase in the value from the $1.06 per unit to be in the
range of 22%-105%, which the Board considered reasonable given the risks of the investment at that time and the lock-up and continued
reduced liquidity the investor would face after the initial public offering.

The Company respectfully submits
that the deemed per unit fair values used as the basis for determining the share-based compensation in connection with its grants
of profit interest units are reasonable and appropriate for the reasons described herein and in the Registration Statement.

United States Securities

    and Exchange Commission

September 19, 2017

Page 6

Appendix

Summary Table of
Unit, Profit Interest Unit, and Unit Option Transactions

The following table sets forth
summary transactions in units, profits interest units, and options to purchase units for the period from July 1, 2016 to present.
For grants of profits interest units and options, this table represents the accounting grant dates in accordance with ASC 718,
Stock Compensation, at which all of the accounting prerequisites had been met in order to issue the stock options and profit interest
units and all terms had been communicated to the recipients.

    Date
    Transaction Type
    Number of Units/Options
    (Underlying) Unit Value
    Strike Price/Distribution Reduction (if applicable)

      6/28/17
    Sale of Class B Units
      18,868
    $ 1.06
    NA

      7/1/17
    Grants of Incentive Options
      711,000
    $ 1.06
    $1.06

      7/1/17
    Sale of Class B Units (Insider)
      9,434
    $ 1.06
    NA

      7/25/17
    Grant of Incentive Options
      186,000
    $ 1.06
    $1.06

      8/1/17
    Sale of Class B Units
      9,434
    $ 1.06
    NA

      8/1/17
    Grant of Incentive Options
      40,000
    $ 1.06
    $1.06

      9/1/17
    Grant of Incentive Options*
      30,000
    $ 1.06
    $1.06

* Grant of 9/1/17 is reissue on identical
terms of option grant made on 7/1/17 to a director on shift to role of scientific advisor.

* * *

If you have any questions
or need additional information, please contact the undersigned at (516) 496-2223 or (212) 907-6457.

    Sincerely,

    /s/ Leslie Marlow

    Leslie Marlow

    cc:
    William B. Stilley

    Chief Executive Officer of ADial Pharmaceuticals,
Inc.

    Joseph Truluck

    Chief Financial Officer of ADial Pharmaceuticals,
Inc.