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S-3 EX-FILING FEES 0001513525 N/A N/A 0001513525 1 2026-08-27 2026-08-27 0001513525 2026-08-27 2026-08-27 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-3

Adial Pharmaceuticals, Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Common Stock, $0.001 par value   (1)   Other   25,148,970   $ 5.45   $ 137,061,887.00   0.0001381   $ 18,928.25
                                           
Total Offering Amounts:   $ 137,061,887.00         18,928.25
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 18,928.25

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Offering Note(s)

(1) All of the shares of Common Stock offered hereby are for the account of the Selling Stockholders named in this registration statement. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock which become issuable by reason of any share dividend, share split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of Common Stock outstanding.

Represents an aggregate of 25,148,970 shares of Common Stock, consisting of: (i) 437,421 shares of Common Stock (the “Merger Common Shares”) issued by the Company to the former stockholders of Azora Therapeutics, Inc. (“Azora”); (ii) 12,930,601 shares of Common Stock issuable upon conversion of 12,930.601 shares of the Company’s Series A Non-Voting Convertible Preferred Stock issued by the Company to the former stockholders of Azora; (iii) up to 9,749,345 shares of Common Stock issuable upon exercise of pre-funded warrants (the “Initial Closing Pre-Funded Warrants”) that the Company issued to investors (the “PIPE Investors”) in a private placement transaction (the “PIPE”) on June 12, 2026 in connection with the initial closing (the “Initial Closing”) of the PIPE, and (ii) up to 2,031,603 shares of Common Stock issuable upon exercise of Initial Closing Pre-Funded Warrants that the Company issued to noteholders (the “Former Azora Noteholders”) of Azora on June 11, 2026 in exchange for the retirement of the notes held by the Former Azora Noteholders in the principal amount of $5,500,000.

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low sales prices per share of the Common Stock on Nasdaq on August 24, 2026, which was approximately $5.45 per share.