Small Company Offering and Sale of Securities Without Registration (d)

Share Name	Share Symbol	Market	Type
Adial Pharmaceuticals Inc	NASDAQ:ADIL	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.01	0.59%	1.70	1.69	1.73				2,094	13:45:46

o NoneEntity Type

0001513525

Adial Pharmaceuticals L.L.C.

ADial Pharmaceuticals, L.L.C.

Adial Pharmaceuticals, L.L.C.

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

ADIAL PHARMACEUTICALS, INC.

Jurisdiction of Incorporation/OrganizationDELAWARE

Year of Incorporation/Organization
	o	Over Five Years Ago
	x	Within Last Five Years (Specify Year)	2017
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
ADIAL PHARMACEUTICALS, INC.

Street Address 1		Street Address 2
1180 SEMINOLE TRAIL SUITE 495

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
CHARLOTTESVILLE	VIRGINIA	22902	434-422-9800

3. Related Persons

Last Name	First Name	Middle Name
Stilley, III	William	B.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22902

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Truluck	Joseph	M.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Anderson	James	K.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Gilliland	Robertson	H.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Johnson	Bankole	A.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Newman, Jr.	James	W.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Schuyler, CFA	Kevin

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Goodman	Tony

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Reich	Jack	W.

Street Address 1	Street Address 2
1180 Seminole Trail, Suite 495

City	State/Province/Country	ZIP/Postal Code
Charlottesville	VIRGINIA	22901

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		x	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2020-06-09

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None
Maxim Group LLC			120708
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None

Street Address 1			Street Address 2
THE CHRYSLER BUILDING			405 LEXINGTON AVENUE, 26TH FLOOR

City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10174

State(s) of Solicitation	o	All States	o	Foreign/Non-US
CALIFORNIA ILLINOIS NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$ 5217000 USD	o Indefinite
Total Amount Sold	$ 5217000 USD
Total Remaining to be Sold	$ 0 USD	o Indefinite

Clarification of Response (if Necessary)

Combined purchase price of 2,820,000 shares of common stock (CS) in a registered direct offering & warrants in private placement to purchase 2,115,000 shares of CS with an exercise price of $2.00 per share.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	6

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 365190 USD	x	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD