10-Q 1 nnvc-20240331x10q.htm 10-Q
0001379006--06-302024Q3falsetruefalse5476748922381169849711813367http://fasb.org/us-gaap/2023#ValuationTechniqueOptionPricingModelMemberP17Y0001379006nnvc:ScientificAdvisoryBoardCommonStockWarrantsMember2024-03-310001379006nnvc:FounderChairmanAndPresidentMemberus-gaap:SeriesAPreferredStockMember2023-10-062023-10-060001379006us-gaap:RetainedEarningsMember2024-03-310001379006us-gaap:AdditionalPaidInCapitalMember2024-03-310001379006us-gaap:RetainedEarningsMember2023-12-310001379006us-gaap:AdditionalPaidInCapitalMember2023-12-3100013790062023-12-310001379006us-gaap:RetainedEarningsMember2023-09-300001379006us-gaap:AdditionalPaidInCapitalMember2023-09-3000013790062023-09-300001379006us-gaap:RetainedEarningsMember2023-06-300001379006us-gaap:AdditionalPaidInCapitalMember2023-06-300001379006us-gaap:RetainedEarningsMember2023-03-310001379006us-gaap:AdditionalPaidInCapitalMember2023-03-310001379006us-gaap:RetainedEarningsMember2022-12-310001379006us-gaap:AdditionalPaidInCapitalMember2022-12-3100013790062022-12-310001379006us-gaap:RetainedEarningsMember2022-09-300001379006us-gaap:AdditionalPaidInCapitalMember2022-09-3000013790062022-09-300001379006us-gaap:RetainedEarningsMember2022-06-300001379006us-gaap:AdditionalPaidInCapitalMember2022-06-300001379006us-gaap:CommonStockMember2024-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2024-03-310001379006us-gaap:CommonStockMember2023-12-310001379006nnvc:SeriesAConvertiblePreferredStockMember2023-12-310001379006us-gaap:CommonStockMember2023-09-300001379006nnvc:SeriesAConvertiblePreferredStockMember2023-09-300001379006us-gaap:CommonStockMember2023-06-300001379006nnvc:SeriesAConvertiblePreferredStockMember2023-06-300001379006us-gaap:CommonStockMember2023-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2023-03-310001379006us-gaap:CommonStockMember2022-12-310001379006nnvc:SeriesAConvertiblePreferredStockMember2022-12-310001379006us-gaap:CommonStockMember2022-09-300001379006nnvc:SeriesAConvertiblePreferredStockMember2022-09-300001379006us-gaap:CommonStockMember2022-06-300001379006nnvc:SeriesAConvertiblePreferredStockMember2022-06-300001379006nnvc:StockWarrantsMember2022-07-012023-06-300001379006nnvc:StockWarrantsMember2024-03-310001379006nnvc:StockWarrantsMember2023-06-300001379006nnvc:UseNnvcemployeeCompensationsMember2024-03-310001379006nnvc:ScientificAdvisoryBoardMember2023-07-012024-03-310001379006nnvc:EmployeeCompensationsMemberus-gaap:SeriesAPreferredStockMember2024-01-012024-03-310001379006srt:DirectorMember2024-01-012024-03-310001379006nnvc:UseNnvcemployeeCompensationsMember2024-01-012024-03-310001379006nnvc:ConsultingServicesMember2024-01-012024-03-310001379006nnvc:EmployeeCompensationsMemberus-gaap:SeriesAPreferredStockMember2023-07-012024-03-310001379006srt:DirectorMember2023-07-012024-03-310001379006nnvc:UseNnvcemployeeCompensationsMember2023-07-012024-03-310001379006nnvc:ConsultingServicesMember2023-07-012024-03-310001379006nnvc:TheracourPharmaIncMember2023-01-012023-03-310001379006us-gaap:RelatedPartyMembernnvc:Covid19LicenseAgreementMember2022-07-012023-06-300001379006nnvc:TheracourPharmaIncMemberus-gaap:RelatedPartyMembernnvc:Covid19LicenseAgreementMember2021-07-012022-06-300001379006nnvc:TheracourPharmaIncMembernnvc:UnsecuredPromissoryNoteMemberus-gaap:RelatedPartyMember2023-07-192023-07-190001379006nnvc:TheracourPharmaIncMember2024-01-012024-03-310001379006nnvc:TheracourPharmaIncMember2022-07-012023-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2024-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2023-06-300001379006us-gaap:RetainedEarningsMember2024-01-012024-03-310001379006us-gaap:RetainedEarningsMember2023-10-012023-12-310001379006us-gaap:RetainedEarningsMember2023-07-012023-09-300001379006us-gaap:RetainedEarningsMember2023-01-012023-03-310001379006us-gaap:RetainedEarningsMember2022-10-012022-12-310001379006us-gaap:RetainedEarningsMember2022-07-012022-09-300001379006nnvc:Dr.AnilDiwanMemberus-gaap:LineOfCreditMember2023-11-130001379006nnvc:Dr.AnilDiwanMemberus-gaap:LineOfCreditMember2023-11-132023-11-130001379006nnvc:TheracourPharmaIncMemberus-gaap:RelatedPartyMember2023-07-012024-03-310001379006us-gaap:IndefinitelivedIntangibleAssetsMember2024-03-310001379006us-gaap:IndefinitelivedIntangibleAssetsMember2023-06-300001379006us-gaap:FiniteLivedIntangibleAssetsMember2024-03-310001379006us-gaap:FiniteLivedIntangibleAssetsMember2023-06-300001379006us-gaap:WarrantMember2024-02-290001379006us-gaap:WarrantMember2023-11-300001379006us-gaap:WarrantMember2023-08-3100013790062023-03-3100013790062022-06-300001379006us-gaap:WarrantMember2024-01-012024-03-310001379006us-gaap:WarrantMember2023-07-012024-03-310001379006us-gaap:WarrantMember2023-01-012023-03-310001379006us-gaap:WarrantMember2022-07-012023-03-310001379006us-gaap:WarrantMember2024-01-012024-03-310001379006us-gaap:WarrantMember2023-07-012024-03-310001379006nnvc:TrademarkAndPatentsMember2024-01-012024-03-310001379006nnvc:TrademarkAndPatentsMember2023-07-012024-03-310001379006nnvc:TrademarkAndPatentsMember2023-01-012023-03-310001379006nnvc:TrademarkAndPatentsMember2022-07-012023-03-310001379006srt:MinimumMembernnvc:TrademarkAndPatentsMember2023-07-012024-03-310001379006srt:MaximumMembernnvc:TrademarkAndPatentsMember2023-07-012024-03-310001379006nnvc:TheracourPharmaIncMember2023-06-300001379006us-gaap:RelatedPartyMember2024-03-310001379006us-gaap:NonrelatedPartyMember2024-03-310001379006us-gaap:RelatedPartyMember2023-06-300001379006us-gaap:NonrelatedPartyMember2023-06-300001379006nnvc:TheracourPharmaIncMember2022-06-300001379006nnvc:June302028Member2023-07-012024-03-310001379006nnvc:June302027Member2023-07-012024-03-310001379006nnvc:June302026Member2023-07-012024-03-310001379006nnvc:June302025Member2023-07-012024-03-310001379006nnvc:June302024Member2023-07-012024-03-310001379006nnvc:TheracourPharmaIncMemberus-gaap:RelatedPartyMember2023-10-272023-10-270001379006nnvc:TheracourPharmaIncMemberus-gaap:SeriesAPreferredStockMember2023-07-192023-07-190001379006us-gaap:CommonStockMember2024-01-012024-03-310001379006us-gaap:CommonStockMember2023-10-012023-12-310001379006us-gaap:CommonStockMember2023-07-012024-03-310001379006us-gaap:CommonStockMember2023-07-012023-09-300001379006us-gaap:CommonStockMember2023-01-012023-03-310001379006us-gaap:CommonStockMember2022-10-012022-12-310001379006us-gaap:CommonStockMember2022-07-012022-09-300001379006nnvc:StockWarrantsMember2023-07-012024-03-310001379006nnvc:FounderChairmanAndPresidentMemberus-gaap:SeriesAPreferredStockMember2023-10-060001379006srt:ChiefFinancialOfficerMember2023-10-062023-10-060001379006nnvc:FounderChairmanAndPresidentMember2023-10-062023-10-060001379006us-gaap:RelatedPartyMemberus-gaap:SeriesAPreferredStockMembernnvc:Covid19LicenseAgreementMember2023-01-272023-01-270001379006us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001379006us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-3000013790062023-07-012023-09-300001379006us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-3100013790062023-01-012023-03-310001379006us-gaap:AdditionalPaidInCapitalMember2022-10-012022-12-3100013790062022-10-012022-12-310001379006us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-3000013790062022-07-012022-09-300001379006nnvc:SeriesAConvertiblePreferredStockMember2024-01-012024-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2023-10-012023-12-310001379006nnvc:SeriesAConvertiblePreferredStockMember2023-07-012023-09-300001379006nnvc:SeriesAConvertiblePreferredStockMember2023-01-012023-03-310001379006nnvc:SeriesAConvertiblePreferredStockMember2022-10-012022-12-310001379006nnvc:SeriesAConvertiblePreferredStockMember2022-07-012022-09-300001379006nnvc:KarveerMeditechPvt.LtdMemberus-gaap:RelatedPartyMember2023-03-272023-03-270001379006nnvc:SeriesAConvertiblePreferredStockMember2023-07-012024-03-310001379006nnvc:TheracourPharmaIncMemberus-gaap:RelatedPartyMemberus-gaap:SeriesAPreferredStockMembernnvc:Covid19LicenseAgreementMember2021-09-090001379006us-gaap:WarrantMember2024-02-012024-02-290001379006us-gaap:WarrantMember2023-11-012023-11-300001379006us-gaap:WarrantMember2023-08-012023-08-310001379006nnvc:FounderChairmanAndPresidentMemberus-gaap:SeriesAPreferredStockMember2024-01-012024-03-310001379006nnvc:FounderChairmanAndPresidentMemberus-gaap:SeriesAPreferredStockMember2023-07-012024-03-310001379006us-gaap:RelatedPartyMembernnvc:Covid19LicenseAgreementMember2023-06-190001379006us-gaap:AdditionalPaidInCapitalMember2023-10-012023-12-3100013790062023-10-012023-12-3100013790062022-07-012023-03-310001379006srt:MaximumMembersrt:ChiefFinancialOfficerMember2023-10-062023-10-060001379006srt:MaximumMembersrt:ChiefFinancialOfficerMember2023-10-060001379006nnvc:KarveerMeditechPvt.LtdMember2024-01-012024-03-310001379006nnvc:KarveerMeditechPvt.LtdMember2023-07-012024-03-310001379006nnvc:TheracourPharmaIncMember2023-07-012024-03-3100013790062024-03-3100013790062023-06-300001379006nnvc:KarveerMeditechPvt.LtdMemberus-gaap:RelatedPartyMember2024-01-012024-03-310001379006nnvc:KarveerMeditechPvt.LtdMemberus-gaap:RelatedPartyMember2023-07-012024-03-310001379006nnvc:KarveerMeditechPvt.LtdMemberus-gaap:RelatedPartyMember2022-07-012023-06-300001379006nnvc:TheracourPharmaIncMember2024-03-3100013790062024-01-012024-03-3100013790062024-05-1400013790062023-07-012024-03-31xbrli:sharesiso4217:USDxbrli:pureiso4217:USDxbrli:shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 1320 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2024

Commission File Number: 001-36081

NANOVIRICIDES, INC.

(Exact name of Company as specified in its charter)

Delaware

    

76-0674577

(State or other jurisdiction)

 

(IRS Employer Identification No.)

of incorporation or organization)

 

 

1 Controls Drive

Shelton, Connecticut 06484

(Address of principal executive offices and zip code)

(203) 937-6137

(Company’s telephone number, including area code)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company 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 (§ 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 Company is a larger accelerated filer, an accelerated filer, a non-accelerated filer, 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

 

Accelerated filer

Non-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 Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol(s)

    

Name of each exchange on which registered:

Common Stock

NNVC

NYSE-American

As of May 14, 2024 there were approximately 11,814,000 shares of common stock of the registrant issued and outstanding.

NanoViricides, Inc. 

FORM 10-Q 

INDEX

PART I FINANCIAL INFORMATION

2

Item 1. Financial Statements

2

Condensed Balance Sheets at March 31, 2024 and June 30, 2023 (Unaudited)

2

Condensed Statements of Operations for the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)

3

Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended March 31, 2024 and 2023 (Unaudited)

4

Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2023 (Unaudited)

6

Notes to the Condensed Financial Statements (Unaudited)

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3. Quantitative and Qualitative Disclosures About Market Risk

36

Item 4. Controls and Procedures

37

PART II OTHER INFORMATION

38

Item 1. Legal Proceedings

38

Item 1A. Risk Factors

38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

38

Item 3. Defaults Upon Senior Securities

39

Item 4. Mine Safety Disclosures

39

Item 5. Other Information

39

Item 6. Exhibits and Reports on Form 8-K

40

Signatures

41

Certifications

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NanoViricides, Inc.

Condensed Balance Sheets

    

March 31, 

    

June 30, 

2024

2023

(Unaudited)

ASSETS

CURRENT ASSETS:

 

  

 

  

Cash and cash equivalents

$

3,257,240

$

8,149,808

Prepaid expenses

258,548

295,486

Total current assets

 

3,515,788

 

8,445,294

Property and equipment, net

 

7,602,835

 

8,106,647

Intangible assets, net

 

327,376

 

333,578

OTHER ASSETS

 

 

  

Service agreements

18,908

14,361

Total assets

$

11,464,907

$

16,899,880

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

  

CURRENT LIABILITIES:

 

 

  

Accounts payable

$

341,394

$

157,056

Accounts payable – related parties

 

213,148

 

233,434

Accrued expenses

 

258,795

 

143,760

Total current liabilities

 

813,337

 

534,250

Other non-current liability – related party

1,500,000

Total liabilities

813,337

2,034,250

COMMITMENTS AND CONTINGENCIES

 

  

 

  

STOCKHOLDERS’ EQUITY:

 

  

 

  

Series A convertible preferred stock, $0.00001 par value, 10,000,000 shares designated, 892,238 and 547,674 shares issued and outstanding, at March 31, 2024 and June 30, 2023, respectively

 

9

5

Common stock, $0.00001 par value; 150,000,000 shares authorized, 11,813,867 and 11,698,497 shares issued and outstanding, at March 31, 2024 and June 30, 2023, respectively

 

118

116

Additional paid-in capital

 

147,670,351

145,946,258

Accumulated deficit

 

(137,018,908)

(131,080,749)

Total stockholders’ equity

 

10,651,570

14,865,630

Total liabilities and stockholders’ equity

$

11,464,907

$

16,899,880

See accompanying notes to the condensed financial statements

2

NanoViricides, Inc.

Condensed Statements of Operations

(Unaudited)

For the Three Months Ended

For the Nine Months Ended

March 31, 

March 31, 

    

2024

    

2023

    

2024

    

2023

OPERATING EXPENSES

 

  

 

  

 

  

 

  

Research and development

$

1,214,661

$

1,196,094

$

4,255,205

$

3,479,463

General and administrative

 

693,742

614,647

 

1,869,545

 

1,787,632

Total operating expenses

 

1,908,403

1,810,741

 

6,124,750

 

5,267,095

LOSS FROM OPERATIONS

 

(1,908,403)

(1,810,741)

 

(6,124,750)

 

(5,267,095)

OTHER INCOME (EXPENSE)

 

 

 

 

Interest income

 

53,927

107,937

236,399

249,453

Interest expense

(49,808)

(938)

Other income (expense), net

 

53,927

107,937

186,591

248,515

NET LOSS

$

(1,854,476)

$

(1,702,804)

$

(5,938,159)

$

(5,018,580)

Net loss per common share- basic and diluted

$

(0.16)

$

(0.15)

$

(0.51)

$

(0.43)

Weighted average common shares outstanding- basic and diluted

 

11,779,579

11,636,041

11,747,978

11,612,735

See accompanying notes to the condensed financial statements

3

NanoViricides, Inc.

Condensed Statement of Changes in Stockholders’ Equity

For the nine months ended March 31, 2024 

(Unaudited)

Series A Preferred

Common Stock:

Stock: Par $0.001

Par $0.001

Number

Number

Additional

Total

of

of

Paid-in

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Equity

Balance, June 30, 2023

 

547,674

$

5

11,698,497

$

116

$

145,946,258

$

(131,080,749)

$

14,865,630

Series A preferred stock issued for employee stock compensation

 

10,591

9,617

9,617

Common stock issued for consulting and legal services rendered

39,103

1

50,599

50,600

Warrants issued to Scientific Advisory Board

159

159

Common stock issued for Directors fees

7,947

11,250

11,250

Net loss

(1,968,746)

(1,968,746)

Balance, September 30, 2023

558,265

$

5

11,745,547

$

117

$

146,017,883

$

(133,049,495)

$

12,968,510

Series A preferred stock issued for employee stock compensation

 

387

 

 

 

 

9,358

 

 

9,358

Series A preferred stock issued upon conversion of related party promissory note

331,859

4

1,499,996

1,500,000

Common stock issued for consulting and legal services rendered

 

 

 

23,379

 

 

27,000

 

 

27,000

Warrants issued to Scientific Advisory Board

 

 

 

 

 

147

 

 

147

Common stock issued for Directors fees

 

 

 

9,717

 

 

11,250

 

 

11,250

Forgiveness of interest on related party debt

49,808

49,808

Net loss

 

 

 

 

 

 

(2,114,937)

 

(2,114,937)

Balance, December 31, 2023

890,511

$

9

11,778,643

$

117

$

147,615,442

$

(135,164,432)

$

12,451,136

Series A preferred stock issued for employee stock compensation

1,727

14,189

14,189

Common stock issued for employee compensation

1,786

2,340

2,340

Common stock issued for consulting and legal services rendered

23,613

1

26,999

27,000

Warrants issued to Scientific Advisory Board

131

131

Common stock issued for Directors fees

9,825

11,250

11,250

Net loss

(1,854,476)

(1,854,476)

Balance, March 31, 2024

 

892,238

$

9

 

11,813,867

$

118

$

147,670,351

$

(137,018,908)

$

10,651,570

4

NanoViricides, Inc.

Condensed Statement of Changes in Stockholders’ Equity

For the nine months ended March 31, 2023 

(Unaudited)

Series A Preferred

Common Stock:

Stock: Par $0.001

Par $0.001

Number

Number

Additional

Total

of

of

Paid-in

Accumulated

Stockholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Equity

Balance, June 30, 2022

 

484,582

$

5

11,592,173

$

116

$

145,574,080

$

(122,492,176)

$

23,082,025

Series A preferred stock issued for employee stock compensation

 

10,591

13,864

13,864

Common stock issued for consulting and legal services rendered

12,710

27,000

27,000

Warrants issued to Scientific Advisory Board

480

480

Common stock issued for Directors fees

5,154

11,250

11,250

Net loss

(1,570,642)

(1,570,642)

Balance, September 30, 2022

495,173

$

5

11,610,037

$

116

$

145,626,674

$

(124,062,818)

$

21,563,977

Series A preferred stock issued for employee stock compensation

387

13,055

13,055

Common stock issued for consulting and legal services rendered

17,366

27,000

27,000

Warrants issued to Scientific Advisory Board

 

 

 

 

 

223

 

 

223

Common stock issued for Directors fees

 

 

 

7,173

 

 

11,250

 

 

11,250

Net loss

 

 

 

 

 

 

(1,745,134)

 

(1,745,134)

Balance, December 31, 2022

495,560

$

5

11,634,576

$

116

$

145,678,202

$

(125,807,952)

$

19,870,371

Series A preferred stock issued for employee stock compensation

1,727

17,233

17,233

Common stock issued for employee compensation

3,572

4,822

4,822

Common stock issued for consulting and legal services rendered

19,983

27,000

27,000

Warrants issued to Scientific Advisory Board

183

183

Common stock issued for Directors fees

8,340

11,250

11,250

Net loss

(1,702,804)

(1,702,804)

Balance, March 31, 2023

497,287

$

5

11,666,471

$

116

$

145,738,690

$

(127,510,756)

$

18,228,055

See accompanying notes to the condensed financial statements

5

NanoViricides, Inc.

Condensed Statements of Cash Flows

(Unaudited)

For the Nine Months Ended

    

March 31, 

    

March 31, 

2024

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$

(5,938,159)

$

(5,018,580)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

Preferred shares issued as compensation

 

33,164

44,152

Common shares issued as compensation and for services

 

140,690

119,572

Warrants granted to Scientific Advisory Board

 

437

886

Depreciation

 

562,209

552,445

Amortization

6,202

6,202

Changes in operating assets and liabilities:

 

 

Prepaid expenses

 

36,938

69,904

Service Agreement

 

(4,547)

23,257

Accounts payable

 

184,338

4,735

Accounts payable - related party

 

(20,286)

29,484

Accrued expenses

 

164,843

(3,524)

NET CASH USED IN OPERATING ACTIVITIES

 

(4,834,171)

(4,171,467)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(58,397)

(149,146)

NET CASH USED IN INVESTING ACTIVITIES

(58,397)

(149,146)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

  

Payment of Loan Payable

(94,788)

NET CASH (USED IN) INVESTING ACTIVITIES

(94,788)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(4,892,568)

(4,415,401)

Cash and cash equivalents at beginning of period

 

8,149,808

 

14,066,359

Cash and cash equivalents at end of period

$

3,257,240

$

9,650,958

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Interest paid

$

$

938

NON-CASH INVESTING AND FINANCING ACTIVITIES

Fair value of Series A Preferred shares issued upon conversion of related party convertible promissory note

$

1,500,000

$

Forgiveness of interest on related party debt

$

49,808

$

See accompanying notes to the condensed financial statements

6

NANOVIRICIDES, INC.

March 31, 2024

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and Nature of Business

NanoViricides, Inc. (the “Company”) is a clinical stage nano-biopharmaceutical company specializing in the discovery, development, and commercialization of drugs to combat viral infections using its unique and novel nanomedicines technology. NanoViricides possesses its own state of the art facility that supports research and development and drug discovery, drug candidate optimization, cGMP-compliant drug substance manufacturing, cGMP-compliant manufacturing and packaging of drug products for human clinical trials, and early commercialization. The Company has several drugs in various stages of development. The Company’s lead drug candidate NV-387, formulated as the drug product NV-CoV-2, has recently completed Phase 1a/1b clinical trial for the assessment of human safety and tolerability upon increasing single and multiple dosings. This Phase 1a/1b clinical trial is sponsored by our licensee and collaborator in India, Karveer Meditech Private Limited (KMPL). NV-CoV-2 contains the nanoviricide active pharmaceutical ingredient (API) called NV-387.

Additionally, the Company has previously developed a clinical drug candidate, NV-HHV-1 formulated as skin cream, for the treatment of Shingles. The Company plans on taking NV-HHV-1 into human clinical trials, and further develop the HerpeCide™ program after clinical trials of NV-387. In the HerpeCide program alone, the Company has drug candidates against at least five indications at different stages of development. The Company’s drug candidates against HSV-1 “cold sores” and HSV-2 “genital herpes” are in advanced pre-clinical studies and are expected to follow the shingles drug candidate into human clinical trials. In addition, the Company has drugs in development against all Influenzas including Bird Flu H5N1 in its FluCide™ program, as well as drug candidates against HIV/AIDS, Dengue, Ebola/Marburg, and other viruses.

The Company’s drugs are based on several patents, patent applications, provisional patent applications, and other proprietary intellectual property held by TheraCour Pharma, Inc., a related party substantially owned by Dr. Anil Diwan, (“TheraCour”), to which the Company has broad, exclusive licenses. The licenses are to entire fields and not to specific compounds. In all, the Company has exclusive, worldwide licenses for the treatment of the following human viral diseases: Human Immunodeficiency Virus (HIV/AIDS), Hepatitis B Virus (HBV), Hepatitis C Virus (HCV), Herpes Simplex Virus (HSV-1 and HSV-2), Influenza and Asian Bird Flu Virus, Dengue viruses, Ebola/Marburg viruses, Japanese Encephalitis virus, viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes (restated), Varicella Zoster Virus (“VZV”) infections (i.e. Shingles and Chickenpox), and SARS-CoV-2 infections. In all cases, the discovery of ligands and polymer materials as well as formulations, the chemistry and chemical characterization, and process development and related work will be performed by TheraCour under the same compensation terms as prior agreements between the parties, with no duplication of costs allowed. Upon commercialization, NanoViricides will pay 15% of net sales to TheraCour. Milestone payments were made or are specified in certain of the license agreements, details of which have been disclosed at the time the agreements were entered into. The Company negotiates and licenses specific verticals of therapeutic applications from TheraCour if promising drug candidates are found in early research and development against a virus target. TheraCour has not denied any such licenses when requested.

The Company’s business plan is based on developing the drug candidates into regulatory approvals, and partnering and sub-licensing for commercialization of the drugs whenever possible.

The Company has out-licensed NV-CoV-2 and NV-CoV-2-R for further clinical drug development and commercialization in the territory of India to KMPL, a company of which Dr. Anil Diwan is a passive investor and advisor. KMPL sponsored NV-CoV-2 for human clinical trials and obtained regulatory approvals in India. KMPL retained a local clinical research organization (CRO) to conduct the clinical trials. The Phase1a/1b human clinical trial of NV-CoV-2 began in India on June 17, 2023. The clinical trial drug products, NV-CoV-2 Oral Syrup, and NV-CoV-2 Oral Gummies, were manufactured at the Company’s Shelton campus, and then shipped to and received by KMPL. Under the agreement with KMPL, the Company will pay for the expenses of the clinical trials, and in return will benefit from having the data and reports made available for regulatory filings in other territories of the world. Upon commercialization, the Company will receive royalties from KMPL equal to 70% of sales less costs to unaffiliated third parties.

7

Note 2 - Liquidity

The Company’s condensed financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. As reflected in the condensed financial statements, the Company has an accumulated deficit at March 31, 2024 of approximately $137.0 million, a net loss of approximately $5.9 million and net cash used in operating activities of approximately $4.8 million for the nine months then ended. In addition, the Company has not generated any revenues and no revenues are anticipated in the foreseeable future. Since May 2005, the Company has been engaged exclusively in research and development activities focused on developing targeted antiviral drugs. The Company has not yet commenced any product commercialization. Such losses are expected to continue for the foreseeable future and until such time, if ever, as the Company is able to attain sales levels sufficient to support its operations. There can be no assurance that the Company will achieve or maintain profitability in the future. As of March 31, 2024, the Company had available cash and cash equivalents of approximately $3.3 million. Management believes that the Company’s existing resources, including availability under its $2 million line of credit will not be sufficient to fund the Company’s planned operations and expenditures for at least 12 months from the date of the filing of this Form 10-Q. As a result substantial doubt exists about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon controlling its overall expenses and identifying and securing additional financing. Management has considered several options for financing the net working capital deficit as well as to obtain additional funds that will be needed for future human clinical trials. Management believes that the Company will be achieving several important milestones, including release of the Phase I clinical trial report, a pre-IND application for use of NV-387 in RSV infections as an antiviral, and clinical trial applications (including US FDA IND) for use of NV-387 to treat RSV and other important respiratory diseases, in the ensuing year. Management believes that as it achieves these milestones, the Company would likely experience improvement in the liquidity of the Company’s stock, and would improve the Company’s ability to raise funds on the public markets at terms that may be more favorable to the terms presently offered to the Company. Management believes that it has on-going access to the capital markets under an “At-The-Market” (ATM) agreement with EF Hutton that became active in April 2024. Management believes that the Company’s stock is currently substantially undervalued in contrast to its asset value, based on the potential of NV-387 alone. Management believes that as the Company’s investor outreach program expands and bears fruit, this deviation should be lessened, enabling the Company to access public markets for equity funding at reasonable valuations. In addition, Management has already begun soliciting funds by mortgaging its existing fully owned campus and cGMP manufacturing facilities in Shelton, CT, in order to free up a portion of the fixed capital for use as liquid working capital. However, there is no guarantee that the Company will be able to raise funds on terms acceptable to it, or at all.

In addition, Management continues to adjust its planned expenditures, activities, and programs, in accordance with budgetary constraints and in accordance with its expectations of obtaining additional financing. Management is also taking steps for seeking to license NV-387 to potential partners. Such licenses, if effected, would likely result in an initial payment at signing, milestone payments as the program advances, and royalty payments from future sales. The Company does not currently have a licensed partner other than KMPL and there is no guarantee that the Company can enter into such licensing agreement that provides substantial cash value to the Company.

There can be no assurance that the Company will be able to raise the necessary capital or that it will be on acceptable terms. Similarly, there can be no assurance that the Company can enter into licensing agreement(s) that provide(s) substantial cash value to the Company. The accompanying unaudited financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation – Interim Financial Information

The accompanying unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission for Interim Reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. The accompanying condensed financial statements and the information included under the heading “Management’s Discussion and Analysis or Plan of Operation” should be read in conjunction with the

8

Company’s audited financial statements and related notes included in the Company’s Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on October 13, 2023.

The June 30, 2023 year-end balance sheet data in the accompanying interim condensed financial statements was derived from the audited financial statements.

For a summary of significant accounting policies, see the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed on October 13, 2023.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants and convertible preferred stock.

The following table shows the number of potentially outstanding dilutive common shares excluded from the diluted net loss per common share calculation, as they were anti-dilutive:

Potentially Outstanding Dilutive Common Shares

For the

For the

For the

For the

Three Months

Three Months

Nine Months

Nine Months

Ended

Ended

Ended

Ended

    

March 31, 2024

    

March 31, 2023

March 31, 2024

    

March 31, 2023

Warrants

 

7,148

 

8,290

7,148

 

8,290

The Company has 892,238 shares of Series A preferred stock outstanding as of March 31, 2024. Only in the event of a “change of control” of the Company is each Series A preferred share is convertible to 3.5 shares of its new common stock. A “change of control” is defined as an event in which the Company’s shareholders become 60% or less owners of a new entity as a result of a change of ownership, merger or acquisition of the Company or the Company’s intellectual property. In the absence of a change of control event, the Series A preferred stock is not convertible into common stock, and does not carry any dividend rights or any other financial effects. At March 31, 2024, the number of potentially dilutive shares of the Company’s common stock into which these Series A preferred shares can be converted into is 3,122,834, and is not included in diluted earnings per share since the shares are contingently convertible only upon a change of control.

Note 4 - Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties

    

Relationship

Dr. Anil R. Diwan

 

Chairman, President, CEO, significant stockholder through TheraCour, and Director

TheraCour Pharma, Inc. (“TheraCour”)

An entity owned and controlled by Dr. Anil R. Diwan

Karveer Meditech, Pvt., Ltd (“KMPL”)

An entity of which Dr. Anil R. Diwan is a passive investor and advisor without operating control.

9

For the three months ended

For the nine months ended

    

March 31, 

    

March 31, 

    

March 31, 

    

March 31, 

2024

2023

2024

2023

Property and Equipment

 

During the reporting period, TheraCour acquired property and equipment on behalf of the Company from third party vendors and sold such property and equipment, at cost, to the Company

$

2,500

$

$

16,265

$

29,369

10