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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 FORM 10 - K × ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number : 001-38323 to ADIAL PHARMACEUTICALS , INC . ( Exact Name of Registrant as Specified in Its Charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 1180 Seminole Trail , Suite 495 Charlottesville , Virginia 22901 ( Address of Principal Executive Offices ) ( Zip Code ) ( 434 ) 422-9800 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : 82-3074668 ( I.R.S. Employer Identification No. ) Title of each class Common Stock , par value $ 0.001 per share Warrants to Purchase Shares of Common Stock , par value $ 0.001 per share Trading Symbols Securities registered pursuant to Section 12 ( g ) of the Act : None ADIL ADILW Name of each exchange on which registered The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by check mark whether the issuer : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( section 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , “ accelerated filer ” “ smaller reporting company " and " emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☐ ☑ Accelerated filer Smaller reporting company Emerging growth company ☐ × ☑ ☑ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . □ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No ☑ The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant , based on the closing price of a share of the registrant's common stock on June 30 , 2020 ( the last business day of the registrant's mostly recently completed second