United States securities and exchange commission logo
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.
Cary Claiborne
FirstName LastNameCary
Adial Pharmaceuticals, Inc.Claiborne
Comapany
July 7, 2023NameAdial Pharmaceuticals, Inc.
July 7,2 2023 Page 2
Page
FirstName LastName
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.