ADIL Adial Pharmaceuticals Inc

Item 3.02. Unregistered Sales of Equity Securities.

On December 17, 2021, Adial Pharmaceuticals, Inc. (the “Company”), following the effectiveness of the registration statement on Form S-3 (File No. 333-261509) that was filed with the U.S. Securities and Exchange Commission on December 6, 2021, closed the second tranche of its private offering of common stock (the “2nd Tranche”) pursuant to that certain Securities Purchase Agreement dated November 9, 2021 (the “Securities Purchase Agreement”). The Securities Purchase Agreement was entered into by and between the Company and Bespoke Growth Partners, Inc. (“Bespoke”), a company controlled by Mark Peikin, the Company’s Chief Strategy Officer (who is neither an executive officer nor director of the Company), pursuant to which Bespoke purchased 180,000 shares of the Company’s common stock upon the effectiveness of the Registration Statement. The shares of common stock issued in the 2nd Tranche were priced at $4.00 per share of common stock for proceeds to the Company of $720,000. As previously disclosed, on November 9, 2021, Bespoke purchased 20,000 shares of common stock at a price of $4.00 per share in the first tranche of the private placement. No warrants were issued and no brokers fees were incurred.

The shares of the Company’s common stock sold under the Securities Purchase Agreement were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended. Bespoke is an accredited investor who purchased the securities as an investment in the private placement, which did not involve a general solicitation.  This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the form of Securities Purchase Agreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.