Nanoviricides (NNVC) risk factors, FY2026 10-K

Nanoviricides's FY2026 10-K, filed Sep 28, 2026, lists 50 risk factors in 2 groups. Against the prior year's 47: 4 new, 1 dropped, 6 substantially reworded.

Risk factors listed
502 groups
New this year
4vs 47 last year
Dropped
1since the prior 10-K
Substantially reworded
6of those kept
Section length
14k wordsItem 1A

What the changes say

  • Financing is more urgent: $12.3 million is budgeted through October 2027 against insufficient cash, including $8.2 million for research and development.
  • The company remains a going-concern risk despite $2.8 million cash and $3.4 million raised after June 30, 2026.
  • Drug competition and development uncertainty remain central, including approved coronavirus therapies and Ebola drugs in clinical trials.
  • Potential equity issuance, convertible securities, and restricted-stock registration create continuing dilution and stock-price pressure.

What changed since the prior 10-K

New

  • New

    We will be unable to proceed with our business plan without obtaining additional financing to support our budgeted Clinical Development, Pre-Clinical Research and Development and other costs

    The company needs additional dilutive or non-dilutive financing for $12.3 million of planned spending, including NV-387 Phase II trials for Mpox and Ebola.

  • NewRisks Related to the Biotechnology/Biopharmaceutical Industry

    Our Ebola drug candidate at present does not have any known competition, but at least two drugs are currently in a clinical trial

    Ebola drugs are entering competition with at least two clinical-trial candidates, while coronavirus candidates face approved therapies and a potentially shrinking COVID market.

  • NewRisks Related to the Biotechnology/Biopharmaceutical Industry

    Page 85 of 119 among drugs approved for sale will be based on various factors, including product efficacy, safety, reliability, availability, price and patent protection

    Preclinical failures, harmful side effects, or delayed or denied regulatory approvals could force the company to abandon drug candidates.

  • NewRisks Related to the Securities Markets and Investments in Our Common Stock

    Page 88 of 119 sale of substantial amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price may decline substantially

    The company can issue substantial additional common stock, alongside 8.48 million warrants and potentially 3.22 million preferred-stock conversion shares, pressuring ownership and price.

Dropped

  • Dropped

    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

Reworded

  • 63% 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

    The risk is reframed around issuing equity to fund operations and diluting shareholders, rather than primarily describing broad capital-raising needs.

  • 56% 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 increased from approximately $1.6 million to $2.8 million, while the accumulated deficit grew from approximately $149 million to $157 million.

  • 40% 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

    The company now cites approximately $3.4 million raised through registered direct offerings, versus $1.25 million from ATM sales previously, but still expects funding shortfalls.

  • 40% 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

    The competitive discussion is substantively unchanged: Smallpox faces approved therapies and Mpox has at least one drug in clinical trials.

  • 30% rewrittenRisks Related to the Biotechnology/Biopharmaceutical Industry

    Our 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

    The underlying shingles and herpes competition discussion is unchanged, despite the current heading describing the RSV drug and its alternatives.

  • 28% 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 shares increased from 1,692,259, or 10.2% of outstanding stock, to 1,916,587, or 8.0%.

All 50 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company
  2. 02Even if we successfully develop and market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability56% rewritten
  3. 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 terms40% rewritten
  4. 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
  5. 05We have limited experience in drug development, and may not be able to successfully develop any drugs
  6. 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
  7. 07We have limited manufacturing expertise and we may have to rely on external manufacturers
  8. 08We must comply with significant and complex government regulations, compliance with which may delay or prevent the commercialization of our drug candidates
  9. 09We can provide no assurance that our drug candidates will obtain regulatory approval or that the results of clinical studies will be favorable
  10. 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
  11. 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
  12. 12Even if we obtain regulatory approvals, our marketed drug candidates will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and foreign regulations, we could lose our approvals to market these drugs and our business would be seriously harmed
  13. 13Development of our drug candidates requires a significant investment in R&D. Our R&D expenses in turn, are subject to variation based on a number of factors, many of which are outside of our control. A sudden or significant increase in our R&D expenses could materially and adversely impact our results of operations
  14. 14We will be unable to proceed with our business plan without obtaining additional financing to support our budgeted Clinical Development, Pre-Clinical Research and Development and other costsNew
  15. 15The 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
  16. 16We have limited experience in conducting or supervising clinical trials and must outsource all clinical trials
  17. 17We 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
  18. 18Efforts 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
  19. 19We 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
  20. 20Other companies or organizations may assert patent rights that prevent us from developing and commercializing our drug candidates
  21. 21We 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
  22. 22The expiration or loss of patent protection may adversely affect our future revenues and operating earnings
  23. 23We lack suitable facilities for clinical testing; and rely on third parties
  24. 24We have limited manufacturing experience
  25. 25We may be unable to attract, retain, and motivate skilled personnel which will delay our product development programs and our research and development efforts
  26. 26We have no sales and marketing personnel
  27. 27Since 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
  28. 28Our collaborative relationships with third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return
  29. 29We 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
  30. 30If we use biological and hazardous materials in a manner that causes injury, we may be liable for damages
  31. 31We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage
  32. 32There are conflicts of interest among our officers, directors and stockholders
  33. 33We may fail to obtain contracts to supply the U.S. government, and we may be unable to commercialize our drug candidates
  34. 34If 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

  1. 35The 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 us40% rewritten
  2. 36Our Ebola drug candidate at present does not have any known competition, but at least two drugs are currently in a clinical trialNew
  3. 37Our 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, ribavirin30% rewritten
  4. 38Page 85 of 119 among drugs approved for sale will be based on various factors, including product efficacy, safety, reliability, availability, price and patent protectionNew

Risks Related to the Securities Markets and Investments in Our Common Stock

  1. 39General securities market uncertainties resulting from international turmoil
  2. 40If 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
  3. 41Our Common Stock may be considered a “penny stock” and may be difficult to sell
  4. 42Our stock price may be volatile and your investment in our common stock could suffer a decline in value
  5. 43There is a risk of market fraud
  6. 44A registration of a significant amount of our outstanding restricted stock may have a negative effect on the trading price of our stock28% rewritten
  7. 45We 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
  8. 46We may issue additional equity shares to fund the Company’s operational requirements, which would dilute share ownership63% rewritten
  9. 47Page 88 of 119 sale of substantial amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price may decline substantiallyNew
  10. 48Large amounts of our common stock will be eligible for resale under Rule 144
  11. 49The requirements of complying with the Sarbanes-Oxley act may strain our resources and distract management
  12. 50Sales 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

  • FY2025 10-K risk factors
    45 risks7 reworded

    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.

    Filed Sep 29, 2025
  • FY2024 10-K risk factors
    45 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

About this page

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.