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
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NEW YORK, NEW YORK 10174

 

(212) 907-6457
FAX (212) 208-4657

www.gracinmarlow.com

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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.