What the changes say
- Cash dropped to approximately $1.6 million, and accumulated deficit grew to approximately $149 million.
- Budget updates shifted focus to the MPox Phase II trial for lead candidate NV-387.
- Restricted shares and total outstanding share counts increased.
What changed since the prior 10-K
Reworded
- 61% rewritten
Even if we successfully develop and market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability
Cash balance dropped from $4,797,778 to approximately $1.6 million, and accumulated deficit increased from $139,374,895 to approximately $149 million as of June 30, 2025.
- 51% rewrittenRisks Related to the Biotechnology/Biopharmaceutical Industry
The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete with enterprises equipped with more substantial resources than us
Removed Coronavirus and added specific updates for Smallpox, MPox, and Measles drug candidates, noting lack of market support for Measles without non-dilutive funding.
- 39% rewrittenRisks Related to the Securities Markets and Investments in Our Common Stock
We may issue additional equity shares to fund the Company’s operational requirements, which would dilute share ownership
Retained the authorization limit of 150,000,000 shares of common stock without substantive changes to the core disclosure.
- 33% rewritten
We believe we have sufficient funds on hand to complete the remaining tasks of the Phase I clinical trial and obtain a completed clinical study report, and to develop and file a Phase II clinical trial application to evaluate use of NV-387 for the treatment of RSV infection
Budget shifted from an $7.9 million expenditure plan targeting RSV to an $11 million plan targeting MPox Phase II execution for lead candidate NV-387.
- 27% rewrittenRisks Related to the Securities Markets and Investments in Our Common Stock
A registration of a significant amount of our outstanding restricted stock may have a negative effect on the trading price of our stock
Restricted common stock held by shareholders increased from 1,330,156 shares (10.1%) to 1,692,259 shares (10.2%) as of June 30, 2025.
- 25% rewritten
We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms
Cash on hand was updated to approximately $1.6 million, with $1.25 million raised via ATM sales between July 1 and September 24, 2025.
- 21% rewrittenRisks Related to the Securities Markets and Investments in Our Common Stock
Large amounts of our common stock will be eligible for resale under Rule 144
Restricted securities increased to 1,692,259 out of 16,606,832 shares, Series A preferred convertible shares grew to 3,170,010, and non-affiliate restricted shares rose to approximately 1,092,000.
All 45 risk factors
Headings as the filing states them, in filing order.
Other
- 01Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company
- 02Even if we successfully develop and market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability61% rewritten
- 03We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms25% rewritten
- 04We cannot provide assurance that the Company’s plans will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than it currently anticipates
- 05We have limited experience in drug development, and may not be able to successfully develop any drugs
- 06Development of pharmaceutical products is a time-consuming process, subject to a number of factors, many of which are outside of our control. Consequently, we can provide no assurance of the successful and timely development of new drugs
- 07We have limited manufacturing expertise and we may have to rely on external manufacturers
- 08We must comply with significant and complex government regulations, compliance with which may delay or prevent the commercialization of our drug candidates
- 09We can provide no assurance that our drug candidates will obtain regulatory approval or that the results of clinical studies will be favorable
- 10Preclinical and clinical studies of our product candidates may not be successful. If we are unable to generate successful results from preclinical and clinical studies of our product candidates, or experience significant delays in doing so, our business may be materially harmed
- 11Because the results of preclinical testing are not necessarily predictive of future results, our products may not have favorable results in our planned clinical trials
- 12We believe we have sufficient funds on hand to complete the remaining tasks of the Phase I clinical trial and obtain a completed clinical study report, and to develop and file a Phase II clinical trial application to evaluate use of NV-387 for the treatment of RSV infection33% rewritten
- 13The successful development of biopharmaceuticals is highly uncertain. A variety of factors including, pre-clinical study results or regulatory approvals, could cause us to abandon development of our drug candidates
- 14We have limited experience in conducting or supervising clinical trials and must outsource all clinical trials
- 15We are subject to risks inherent in conducting clinical trials. The risk of non-compliance with FDA-approved good clinical practices by clinical investigators, clinical sites, or data management services could delay or prevent us from developing or ever commercializing our drug candidates
- 16Efforts of government and third-party payers to contain or reduce the costs of health care may adversely affect our revenues even if we were to develop an FDA approved drug
- 17We will rely upon licensed patents to protect our technology. We may be unable to obtain or protect such intellectual property rights, and we may be liable for infringing upon the intellectual property rights of others
- 18Other companies or organizations may assert patent rights that prevent us from developing and commercializing our drug candidates
- 19We are dependent upon TheraCour for the rights to develop the products we intend to sell and our license agreements with TheraCour require that TheraCour is the sole developer and supplier of our licensed products
- 20The expiration or loss of patent protection may adversely affect our future revenues and operating earnings
- 21We lack suitable facilities for clinical testing; and rely on third parties
- 22We have limited manufacturing experience
- 23We may be unable to attract, retain, and motivate skilled personnel which will delay our product development programs and our research and development efforts
- 24We have no sales and marketing personnel
- 25Since we cannot predict whether or when we will obtain regulatory approval to commercialize our product candidates, we cannot predict the timing of any future revenue from these product candidates
- 26Our collaborative relationships with third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return
- 27We employ the use of certain chemical and biological agents and compounds that may be deemed hazardous and we are therefore subject to various environmental laws and regulations. Compliance with these laws and regulations may result in significant costs, which could materially reduce our ability to become profitable
- 28If we use biological and hazardous materials in a manner that causes injury, we may be liable for damages
- 29We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage
- 30There are conflicts of interest among our officers, directors and stockholders
- 31We may fail to obtain contracts to supply the U.S. government, and we may be unable to commercialize our drug candidates
- 32If the U.S. government fails to continue funding bio-defense drug candidate development efforts or fails to purchase sufficient quantities of any future bio-defense drug candidate, we may be unable to generate sufficient revenues to continue operations
Risks Related to the Biotechnology/Biopharmaceutical Industry
- 33The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete with enterprises equipped with more substantial resources than us51% rewritten
- 34Our RSV drug does not have any direct competition at present but there are two protective antibodies as well as three vaccines for RSV, although there are no approved treatments other than the highly toxic last-resort drug, ribavirin
Risks Related to the Securities Markets and Investments in Our Common Stock
- 35General securities market uncertainties resulting from international turmoil
- 36If we do not meet the continued listing standards of the NYSE American our common stock could be delisted from trading, which could limit investors’ ability to make transactions in our common stock and subject us to additional trading restrictions
- 37Our Common Stock may be considered a “penny stock” and may be difficult to sell
- 38Our stock price may be volatile and your investment in our common stock could suffer a decline in value
- 39There is a risk of market fraud
- 40A registration of a significant amount of our outstanding restricted stock may have a negative effect on the trading price of our stock27% rewritten
- 41We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock
- 42We may issue additional equity shares to fund the Company’s operational requirements, which would dilute share ownership39% rewritten
- 43Large amounts of our common stock will be eligible for resale under Rule 14421% rewritten
- 44The requirements of complying with the Sarbanes-Oxley act may strain our resources and distract management
- 45Sales of additional equity securities may adversely affect the market price of our common stock and your rights in the Company may be reduced
Other Nanoviricides 10-Ks
- FY2026 10-K risk factors50 risks4 new1 dropped6 reworded
Financing is more urgent: $12.3 million is budgeted through October 2027 against insufficient cash, including $8.2 million for research and development.
Filed Sep 28, 2026 - FY2024 10-K risk factors45 risks
Company faces heavy financial distress with $4.8 million in cash against an accumulated deficit of $139.4 million. Operations rely entirely on TheraCour for licensing, manufacturing, and development of nanoviricide drugs like NV-387. Regulatory approval uncertainties and the need for substantial future capital threaten long-term viability.
Filed Sep 27, 2024
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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.