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SEC Company Response from ADIAL PHARMACEUTICALS, INC. (ADIL) (CIK 0001513525) (AZR) — Jul 3, 2018

ADIAL PHARMACEUTICALS, INC. (ADIL) (CIK 0001513525)
Date: July 3, 2018 · CIK: 0001513525 · Accession: 0001213900-18-008647

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File numbers found in text: 333-220368

Referenced dates: July 2, 2018

Date
July 3, 2018
Author
GRACIN & MARLOW, LLP
Form
CORRESP
Company
ADIAL PHARMACEUTICALS, INC. (ADIL) (CIK 0001513525)

Letter

VIA EDGAR United States Securities Division of Corporation Finance Attention: Suzanne Hayes, Assistant Director Office of Healthcare & Insurance Re: Adial Pharmaceuticals, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed June 26, 2018 File No. 333-220368

Dear Ms. Hayes:

On behalf of our client, Adial Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated July 2, 2018 (the “Comment Letter”), relating to the above-referenced Amendment No. 6 to Registration Statement on Form S-1. We are concurrently submitting via EDGAR this letter and filing a revised Amendment No. 7 to Registration Statement on Form S-1 (“Amendment No. 7 Registration Statement”).

Set forth below is the comment from the Comment Letter, which is immediately followed by the Company’s response in bold and italics font to that comment, including a cross-reference to the location of changes made in the Amendment No. 7 Registration Statement in response to the Staff’s comment.

Notes to Financial Statements

Research and Development, page F-9

1. Please revise your accounting policy disclosure here and on page F-30 to reflect your accounting treatment for patent related costs.

Response: The Company has revised the accounting policy related to research and development expenses on pages F-9 and F-30.

* * *

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

Sincerely,
GRACIN & MARLOW, LLP

Show Raw Text
CORRESP
1
filename1.htm

    HANK
    GRACIN†† | PARTNER

    LESLIE MARLOW† | PARTNER PATRICK J. EGAN† | PARTNER

    † Admitted in New York only

    †† Admitted in New York, Florida & Colorado
    GRACIN
                                         & MARLOW, LLP

        COUNSELLORS
        AT LAW

        THE CHRYSLER BUILDING

        26th FLOOR

        405
        LEXINGTON AVENUE

        NEW
        YORK, NEW YORK 10174

        (212)
        907-6457

        FAX (212) 208-4657

        www.gracinmarlow.com

    IN
BOCA RATON

1825 NW CORPORATE BLVD.

SUITE 110

BOCA RATON, FLORIDA 33431

(561) 237-0804

        FAX
        (561) 237-0803

        WRITER
        E-MAIL: lmarlow@gracinmarlow.com

July
3, 2018

VIA
EDGAR

United
States Securities

    and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Mail Stop 4546

Washington, D.C. 20549

Attention: Suzanne
Hayes, Assistant Director

Office
of Healthcare & Insurance

Re: Adial
Pharmaceuticals, Inc.

  Amendment
No. 6 to Registration Statement on Form S-1

Filed
June 26, 2018

File
No. 333-220368

Dear
Ms. Hayes:

On behalf of our client,
Adial Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to a comment from the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained
in its letter dated July 2, 2018 (the “Comment Letter”), relating to the above-referenced Amendment No. 6 to
Registration Statement on Form S-1. We are concurrently submitting via EDGAR this letter and filing a revised Amendment No. 7 to
Registration Statement on Form S-1 (“Amendment No. 7 Registration Statement”).

Set forth below is the
comment from the Comment Letter, which is immediately followed by the Company’s response in bold and italics font to that
comment, including a cross-reference to the location of changes made in the Amendment No. 7 Registration Statement in response
to the Staff’s comment.

Notes
to Financial Statements

Research
and Development, page F-9

 1. Please
                                         revise your accounting policy disclosure here and on page F-30 to reflect your accounting
                                         treatment for patent related costs.

Response:
The Company has revised the accounting policy related to research and development expenses on pages F-9 and F-30.

*
* *

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

    Sincerely,

    GRACIN & MARLOW, LLP

    /s/ Leslie Marlow

    Leslie Marlow

 cc: William B. Stilley

Chief Executive Officer, Adial Pharmaceuticals,
Inc.

Joseph Truluck

Chief Financial Officer, Adial Pharmaceuticals,
Inc.