NANOVIRICIDES, INC.

Organization and Nature of Business

NanoViricides, Inc. (the “Company”, “NanoViricides”, “we,” or “us”) was incorporated in Nevada on April 1, 2005, and redomiciled to Delaware effective May 30, 2023. Our corporate offices are located at 1 Controls Drive, Shelton, Connecticut 06484 and our telephone number is (203) 937-6137. Our Website is located athttp://www.Nanoviricides.com. We do not incorporate by reference into this Annual Report the information on or accessible through our website, and you should not consider it part of this Annual Report.

On September 25, 2013, the Company’s common stock began trading on the New York Stock Exchange American under the symbol, “NNVC”.

We are a clinical stage company with our first drug ready to enter Phase II human clinical efficacy trial, having successfully completed Phase Ia/Ib human clinical safety and tolerability trial. Based on our nanoviricides™ platform technology, we also have several additional drug candidates in various stages of pre-clinical development, including IND-filing stage and late stage IND-enabling non-clinical studies. We have no customers, products or revenues to date, and may never achieve revenues or profitable operations.

We are engaged in developing a class of drugs, that we call nanoviricides™, using a platform technology based on the application of nanomedicine technologies to the complex issues of viral diseases. This approach enables rapid development of effective new drugs against a number of different viruses, that the viruses are highly unlikely to escape even as they evolve rapidly in the field, solving an important problem in attacking viruses. The virus evolution is known to generate viruses that escape the traditional antiviral approaches vaccines, antibodies and small chemical drugs.

NanoViricides Technology Platform Target Product Profile in Brief

We are a clinical stage company developing (a) host-mimetic, and (b) direct-acting, nanomachines capable of dismantling a targeted virus, (c) without assistance from the human immune system.

These distinctive features that set nanoviricides apart from the entire world of current antiviral approaches are made possible by our novel nanoviricide chemical nanomachine design. After decades of development, this novel nanoviricide technology has now successfully reached clinical stage and regulatory processes towards approval of drugs for commercialization.

NV-387, Phase II-Ready Broad-Spectrum Nanoviricide Drug Development Against Multiple Viruses

Our first clinical stage drug candidate, NV-387, has completed Phase Ia/Ib human clinical trial for the evaluation of safety and tolerability in healthy subjects. NV-387 is the active ingredient in the two drug product formulations labeled “NV-CoV-2 Oral Syrup” and “NV-CoV-2 Oral Gummies” that we developed for the treatment for COVID infection. In this clinical trial for safety and tolerability in healthy human adult subjects: (a) there were no drop-outs, (b) there were no reported adverse events, and (c) the drugs were well-tolerated even at the highest level of dosing given multiple times. These results are indicative of safety and tolerability that have been successfully achieved for NV-387. The Clinical Study Report, a final document resulting from this clinical trial is in draft stages nearing completion. We anticipate its submission to the regulatory agency in India soon.

NV-387 is a uniquely broad-spectrum antiviral drug that has demonstrated strong activity in lethal lung infection animal model studies of Coronavirus, RSV, Influenza and even an Orthopoxvirus model for Smallpox and MPox, and most recently, even in a humanized mice model for Measles. These distinct types of viruses share a common feature; that they all utilize heparan sulfate proteoglycan (HSPG) or related Sulfated Proteoglycans (S-PG) as the first “attachment receptor” to which they bind and thereby prepare to attack the cells and cause infection. Each of these viruses then differ in the specific receptor(s) on the cell that the virus uses for attacking the cell, called the “cognate receptor(s)”, and thereby fuse with the cell and enter the cell initiating infection.

NV-387 is designed to mimic the essential, invariant, feature of S-PG onto which the virus lands first as it infects a human cell. Thus, NV-387 is designed to interfere at the earliest possible step before the virus can even infect a cell. Over 90% of human pathogenic viruses are known to use sulfated proteoglycans (“S-PG”) such as heparan sulfate proteoglycans (HSPG), dermatan sulfate, chondroitin sulfate, and others. This enables an extremely broad potential range of viruses that NV-387 could effectively address as an antiviral drug.

This extremely broad antiviral spectrum of NV-387 is reminiscent of the broad antibacterial spectrum of antibiotics such as penicillin and we believe NV-387 could revolutionize the treatment of viral infections the same way that penicillin revolutionized the treatment of bacterial infections.

Antibiotics such as penicillin directly attack the bacterial surface and thereby kill the bacteria. Similarly, NV-387 is designed to directly attack the viral surface and destroy the virus particle. Similar to antibiotics that possess a broad-spectrum to treat bacterial infections, NV-387 could be a much needed, ultra-broad-spectrum, direct acting, antiviral agent to treat multiple different viral infections.

We believe that a safe and effective antiviral drug, when approved, with an extensive broad-spectrum activity across multiple, distinct, virus families is an unmet medical need. Currently available broad-spectrum antivirals such as Remdesivir, Ribavirin, Cidofovir, etc. suffer from extensive and varied dose-limiting toxicities, and thereby present limitations on eligible patient populations as well as on clinical effectiveness.

NV-HHV-1, Clinical-Ready Drug Candidate and the HerpeCide™ Program

We are also developing several other virus-family-specific drug candidates, by mimicking the common cellular cognate receptors of viruses.

NV-HHV-1 is designed to attack all herpesviruses that use the cognate receptor on cells called the “Herpesvirus Entry Mediator” (HVEM, also called CD270 and TNFRSF14) for cell entry.

NV-HHV-1, developed as a skin cream for the treatment of Shingles rash, has completed non-clinical safety/pharmacology studies required for a U.S. Food and Drug Administration (“FDA”) Investigational New Drug (“IND”) submission. We believe that the NV-HHV-1 skin cream, when approved, can also be additionally indicated to treat HSV-1 “cold sores” and HSV-2 “genital ulcers” based on successful animal studies.

Additionally, we are developing an oral drug for the systemic treatment of most of the herpesvirus family related infections, including HSV-1 “cold sores” and HSV-2 “genital herpes” that is based on the same active ingredient as NV-HHV-1.

HSV-1 infection is known to be associated with and possibly a cause of the neurodegenerative disease, Alzheimer’s disease (AD). Current therapies for HSV are limited in effectiveness and most of them target the DNA replication part of the virus. NV-HHV-1, with a mechanism orthogonal to the current therapies, could lead to a substantial improvement in the overall anti-HSV effectiveness and thereby could provide an option for blocking further neurodegeneration in AD.

NV-HIV-1, A Novel Mechanism Anti-HIV Drug Candidate and the HIVCide™ Program

We developed NV-HHV-1 to attack HIV by mimicking the conserved binding of HIV to the CD4 cell surface cognate receptor. This drug has shown remarkable effectiveness in animal studies in SCID-Hu-Thy-Liv implanted humanized mouse model for HIV. Given that Delta-CCR5- subjects are HIV-resistant, and that bone marrow transplant from such patients has led to effective cure of HIV, we believe it is possible that NV-HIV-1 itself or a further modified form to include mimicking the CCR5 portion, could lead to a drug that is close to a cure for HIV infection.

Other Drug Development Programs in the Pipeline

We have several other drug candidates at different preclinical drug development stages in our pipeline for the treatment of other viral infections including Dengue viruses, Ebola viruses, etc.

NanoViricides Owns Facilities with Fully Integrated Development and Manufacturing Capabilities

NanoViricides is one of a few pharmaceutical drug developers with its own facilities that support the entire drug development process from design and discovery, to chemical synthesis, to initial antiviral evaluation (in cell culture models), to scale-up of drug candidates, to set-up and cGMP-compatible manufacture drug substances. Our facility also supports cGMP-compatible formulation, filling, labeling and finished packaging of drug products. In addition, we also have well-equipped analytical laboratories that support both R&D development and cGLP compatible analytical testing and characterization of drug substances and drug products in the same facility. The facility is located at 1 Controls Drive, Shelton, CT.

Having such integrated facility available enabled us to develop the NV-CoV-2 COVID drug (that contains the active pharmaceutical ingredient NV-387) from concept to completion of safety/pharmacology studies required for clinical trials within a matter of just one year.

The Phase Ia/Ib human clinical trial began in June 2023 and the healthy subjects treatment and observation part was completed as of the end of December 2023. The clinical trial drug products, NV-CoV-2 Oral Syrup, and NV- CoV-2 Oral Gummies which are two oral formulations of the active ingredient NV-387, were manufactured at our Shelton, CT campus, and then shipped to and received by Karveer Meditech Pvt. Ltd. (“KMPL”) our collaborator. Under the agreement with KMPL, we will pay for the expenses of the clinical trials, and in return we will benefit from having the data and reports made available for regulatory filings in other territories of the world. Upon commercialization by KMPL in India, we will receive royalties from KMPL equal to 70% of sales net of costs to unaffiliated third parties.

We have already manufactured the clinical drug substance NV-387 for the first Phase II clinical trial at this facility. The clinical drug product for this Phase II clinical trial is also planned for production at our own cGMP-compatible facility. A pilot run was completed recently, subsequent to the reporting period of this annual report.

We depend upon external parties, that may be collaborators, consultants, and sub-contractors, for the regulatory development of drug candidates including animal efficacy studies, non-clinical safety/pharmacology studies, regulatory requirements assessments, and regulatory affairs such as advice on regulatory strategy, regulatory documentation, design of clinical trials, preparation of clinical trial applications, as well as conducting clinical trials and preparing required reports.

Strong Intellectual Property and Collaborative Relationships

Our “nanoviricide” platform-based drugs are based on several patents, patent applications, provisional patent applications, and other proprietary intellectual property held by TheraCour Pharma, Inc. (“TheraCour”), to which we have broad, exclusive licenses. The licenses are to entire fields and not to specific compounds. In all, we have 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). In all cases, the discovery of ligands and polymer materials, formulations, chemistry and chemical characterization, as well as process development and related work (the “Development Activities”) will be performed by TheraCour, a related party substantially owned by Dr. Anil Diwan, under the same compensation terms across various agreements between the parties, with no duplication of costs allowed. Upon commercialization, NanoViricides will pay 15% of net sales to TheraCour, although these licenses do not specify the terms of milestone payments during clinical development that are customary in the pharmaceutical industry. In addition, we have perfected a license for the field of Varicella Zoster Virus (“VZV License”) infections i.e. Shingles and Chickenpox (the “Shingles License”), and another one for the field of treatment of SARS-CoV-2 infections (the “COVID License Agreement”); both of which specify the same terms for the Development Activities as the prior agreements, and further specify certain milestone payment terms specifically for the individual fields, details of which have been disclosed at the time the agreements were entered into. We have later amended the COVID License on February 12, 2024, so that any cash milestone payments that remained un-earned or unpaid by that date would not be payable in cash until the Company receives sufficient revenue from its commercialization activities including out-licensing, collaborations, co-development agreements, and commercialization, as more fully described in the amendment to the COVID License Agreement (“Amendment to the COVID License Agreement”). Certain milestone payments were made under the VZV License as well as under the COVID License Agreement prior to the Amendment to the COVID License Agreement, details of which have been disclosed. We negotiate and license 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.

We executed a Memorandum of Understanding (“MOU”) with TheraCour on September 23, 2024, subsequent to the reported period, whereby we have obtained a right of first refusal for all antiviral drug developments including unlicensed developments that occur during the course of the Development Activities as specified in our license agreements, and have set out the process of development of drugs for unlicensed viral indications towards completion of appropriate license agreements. The Company and TheraCour have also agreed in this MOU that any cash milestone payments related to development activities, that are awardable, will become payable only upon NanoViricides having sufficient revenue, as defined in and more fully described in the Amendment to the COVID License Agreement referred to above, thereby including the provisions previously incorporated in the Amendment to the COVID License Agreement, to all present and future license agreements.

We have 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, enabling KMPL to sponsor our drug products originally developed for COVID treatment, namely NV-CoV-2 Oral Syrup and NV-CoV-2 Oral Gummies into Phase I human clinical trial.

Our Plan for Regulatory Development and Commercialization of Our Drugs

Our most advanced drug candidate at present is the broad-spectrum antiviral drug NV-387.

NV-387’s Broad Antiviral Spectrum Cuts Across Virus Families

NV-387 is the active pharmaceutical ingredient of both the oral formulations, namely NV-CoV-2 Oral Syrup and NV-CoV-2 Oral Gummies drug products. In various animal models of lethal virus infection challenge, NV-387 was found to lead to substantial increase in survival, compared to even approved drugs where available, indicating potential for successful clinical regulatory development as a treatment for a number of viruses. Additional criteria studied in these animal models also further bolstered these expectations of potentially successful regulatory development. The viruses we have tested and found to support expectations of potentially successful regulatory development include RSV and Influenza in addition to Coronaviruses, covering the so-called “tripledemic” viruses with a single drug to treat them. In addition, similar strong results were found for treatment with NV-387 of orthopoxvirus infection in animal models, both by dermal route, as well as by direct lung infection route. Additionally, strong results were found for treatment with NV-387 of lethal Measles virus lung infection in a humanized hCD150-knock-in mouse model. In the animal model studies, the dermal infection route models MPox infection, whereas the lung infection route models potential bioterrorist attack with Smallpox virus.

The above mentioned broad-spectrum antiviral effect of NV-387 as found in animal models of lethal virus challenge infection suggests that NV-387 is eligible for regulatory clinical development as a potential treatment for RSV, Influenza, MPox and Smallpox, as well as Measles, in addition to Coronaviruses, based on the current data at hand. It is possible that NV-387 may have similar antiviral effect against many other viruses, something that we plan on continuing to evaluate as our programs advance. This expectation is based on the mechanism of NV-387 in that it mimics sulfated proteoglycan structures associated with host cells that are used by over 90% of human pathogenic viruses as attachment receptors.

The viruses we have tested NV-387 against cut across different virus types, including RNA viruses as well as DNA viruses of different kinds. We are not aware of any other antiviral drug in development that has such a broad spectrum of activity, and safety/tolerability in humans that would potentially allow use across the entire human population.

We have developed a regulatory strategy for NV-387 that we believe would take NV-387 into commercialization stage in the most cost-effective manner and in the most rapid manner. To this end, we are devising Phase II clinical trials for NV-387 against MPox, an “Orphan” disease in the USA, as well as an innovative “basket-type” clinical trial to assess effectiveness of NV-387 against a range of viruses in a single clinical trial.

Phase II Clinical Trial for Evaluating NV-387 for the Treatment of MPox

We are working on initiating a Phase II clinical trial for NV-387 as a treatment for MPox disease caused by the MPXV virus in the Democratic Republic of Congo (DRC). We have obtained a preliminary approval from the Ethics Committee of the regulatory agency in charge for the African region, namely ACOREP, for this clinical trial. We have signed up a Clinical Trial Research Organization (CRO) to help develop the clinical protocol and conduct the clinical trial. With the CRO, we have identified sites for the clinical trial and have engaged one site in particular, which we believe will be able to provide all of the patients recruitment as needed for the Phase II clinical trial. We are now in the process of developing a clinical trial application.

In addition to the Phase II clinical trial to evaluate the safety and effectiveness of NV-387 treatment in MPox patients, we are also planning another Phase II clinical trial to evaluate the potential of NV-387 as an emperic antiviral therapeutic for acute and severe-acute viral respiratory infections (Viral ARI and SARI).

Phase II Clinical Trial for Assessing the Potential of NV-387 as a Revolutionary “Emperic” Antiviral Therapeutic

NV-387 is likely to become an “emperic therapy” for respiratory viral infections, similar to how amoxicillin has become the go-to empiric therapy for respiratory bacterial infections, if its activity that was observed in numerous animal model studies against respiratory infections holds up in the human clinical setting. This is very important for viral diseases, because the first 48 hours are crucial for successful treatment of such viral infections, as seen from notations in the product labels for a number of anti-influenza drugs such as oseltamivir (Tamiflu®, Roche), Zanamivir, and others. Regrettably, at present, antivirals are prescribed only after testing and determination of the causative agent, because the drugs are specific to the virus. This results in the loss of the window of opportunity

for best impact, not accounting for the fact that patient already suffers for a couple of days hoping for recovery before seeking physician’s help.

In contrast to the current one-drug-one-bug antiviral agents, we believe that NV-387 could be prescribed when a patient presents with respiratory symptoms consistent with a viral infection without testing for specific virus, analogous to how antibiotics for respiratory bacterial infections are prescribed, i.e. as an emperic, first-line therapy. This will become possible if NV-387 demonstrates effectiveness in a properly designed clinical trial against a majority of viral respiratory infections. To this end, we are designing a so called “basket-type”, adaptive, clinical trial to evaluate the effectiveness of NV-387 administered in respiratory viral infections regardless of what the causative virus is. This Phase II clinical trial will enable us to obtain definitive data regarding effectiveness of NV-387 against at least two of the most prevalent viruses during the clinical trial at the trial sites, with substantially indicative data against many others.

We are therefore planning an adaptive, “basket-type”, Phase II clinical trial for the evaluation of NV-387 as a treatment for Viral Acute or Severe Acute Respiratory Infections (Viral-ARI or Viral-SARI). We believe we will obtain definitive data against Influenza, RSV, and Coronaviruses, or at least two of these three viruses, as well as substantially indicative data against the adenoviruses, echoviruses, picornaviruses, rhinoviruses (generally regarded as common cold viruses), and many others that infect by the respiratory route, in this single clinical trial. This would substantially save on costs of conducting clinical trials, and would open up the path for confirmatory Phase III clinical trials to potentially enable a variety of antiviral indications if successful.

NV-387 Has Been Formulated for Several Routes of Administration

We found that NV-387 is effective when orally administered in animal studies, unlike other known nanomedicines that are limited to injectable routes. We developed a soft solid “Oral Gummies” formulation of NV-387. This formulation has the advantage that it dissolves by itself in the mouth, eliminating the need to swallow a hard tablet. This is important for many of the diseases we are targeting. Sore throat from respiratory viral infections, Mouth Ulcers, in the case of MPox, or even old age or very young age, makes tablet swallowing difficult. Our gummies formulation can be readily administered to such patients.

We have also developed an injectable formulation primarily for use in severe cases that do not require hospitalization, an I.V. infusion formulation, that would be preferred for hospitalized patients with I.V. central line, as well as a solution for direct lung inhalation using an off-the-shelf nebulizer, which would provide most concentrated drug action at the site of the most severe infection, namely in the lungs. We plan on performing clinical trials for these cases after the two Phase II studies above are completed.

Benefits of Our Regulatory Approach for NV-387 – Orthopoxviruses – MPox, Smallpox, Biodefense

The Phase II MPox clinical trial in DRC is expected to provide first evidence of efficacy of NV-387 in a viral disease in humans.

MPox was declared as a global Public Health Emergency of International Concern (“PHEIC”) by the World Health Organization (WHO) around May 2022 that was canceled about a year later. This PHEIC was caused by spill-over of the MPox Clade II virus from Africa into European countries and into the USA.

The MPox Clade II continues to cause cases in the USA even in 2025 and is an “Orphan” disease in the USA. It is less severe and less lethal than its cousin, MPox Clade I, that is endemic in regions of Africa including DRC. A new variant of Clade I, namely I.b, caused a severe epidemic leading to a Public Health Emergency of Continental Security by the Africa CDC on August 13, 2024, followed by a new PHEIC declaration by the WHO on the following day. The WHO has rescinded the PHEIC declaration on September 5, 2025, citing decrease in cases in DRC and nearby regions previously affected, whereas the Africa CDC has voted to continue the PHECS designation on September 3, 2025, due to continued spread of the MPox virus into new countries in the region, as well as rise in cases in several regions neighboring to the previous hot zones.

Smallpox is designated as an important bioterrorism target in the USA and other countries. There are two drugs currently approved for smallpox in the USA. Tecovirimat (TPOXX®, SIGA) was approved earlier, with substantial US Government funding during development, and is stockpiled in the US Strategic National Stockpile (SNS). Replenishment orders have amounted to hundreds of millions of dollars per year. Brincidofovir (TEMBREXA, previously Chimerix, now Emergent Bio) was approved more recently for Smallpox and is also now in the SNS. Both tecovirimat and brincidofovir were developed using the US FDA “Animal Rule” pathway, since clinical trials with human volunteers for Smallpox are considered unethical.

Tecovirimat inhibits the release of the virus from infected cells after replication, whereas brincidofovir inhibits the synthesis of the viral DNA. A single point mutation in the virus protein VP-37 is known to cause resistance to tecovirimat. Brincidofovir is said to have a higher bar of resistance to mutation in viruses. Brincidofovir, according to its prescribing information,1 (i) carries a “Black Box Warning” due to observed increase in mortality in an unrelated disease clinical trial upon extended use; (ii) was found to cause diarrhea in 40% of patients, with 5% discontinuations; (iii) was found to cause elevations in hepatic (i.e. liver) transaminases and bilirubin; (iv) is considered a human carcinogen; (v) may cause embryonic or fetal harm; and (vi) may irreversibly impair fertility. Tecovirimat was tried in a clinical trial called PALM007 for treatment of MPox and the results announced by the US NIH stated that while it was found to be safe and well tolerated, it was not superior to the placebo, in August 20242. In a separate international Phase III clinical trial called UNITY, tecovirimat failed to demonstrate improvement over placebo as reported on July 17, 20253. Brincidofovir has entered a clinical trial called MOSA for treatment of MPox in January 2025, and interim results were anticipated in Q1 2025, according to the press release by Africa CDC 4. The current status of this brincidofovir for MPox clinical trial is not publicly known.

At present, there is no drug approved for the treatment of MPox.

Thus, clearly there is a need for a safe and effective drug against Smallpox that would be of interest to the US Government as well as other international agencies. There is potential for drug development funding by the US Government as well as potential for revenues in several hundred million dollar range for a successful drug upon approval for biodefense stockpiling. Additionally, the market size for a successful treatment for MPox in the developed world is expected to be significant, and together with the rest of the world, globally, it would be a significant opportunity.

We are seeking non-dilutive funding for progressing NV-387 towards regulatory approval for treatment of Smallpox under the US FDA “Animal Rule”. We believe that positive data, if the Phase II of NV-387 for treating MPox is successful, would go a long way towards the goal of approval of NV-387 for Smallpox as well, because MPox is an orthopoxvirus closely related to the Variola virus that causes Smallpox.

We believe our animal model study results for the lethal orthopoxvirus infection via the dermal infection route as well as via direct inhalation of viral particles into lungs are sufficiently robust to generate confidence to anticipate positive outcome from the proposed Phase II clinical trial of NV-387 for the treatment of MPox.

We plan on applying for an “Orphan Drug Designation” from the US FDA for the use of NV-387 for the treatment of MPox. We also plan on applying for an “Orphan Drug Designation” from the US FDA for the use of NV-387 for the treatment of Smallpox.

The Orphan drug designation has several advantages, including waiver of certain PDUFA FDA fees, tax credit for research and development, as well as a seven year exclusivity after approval. The Orphan designation is also expected to enable important FDA engagement and potentially rapid reviews.

We plan on filing IND with the US FDA for the use of NV-387 for the treatment of MPox as well as Smallpox, which are both Orthopoxviruses. As of now, we have not formally engaged with the US FDA for these initiatives.

Benefits of Our Regulatory Approach for NV-387 – Viral-ARI, Viral-SARI

As stated above, the Phase II clinical trial to evaluate NV-387 as a treatment for viral respiratory infections is expected to provide substantial data on safety and effectiveness of NV-387 against a large number of viral targets. Importantly, we anticipate that it will provide data on the effectiveness of NV-387 in Influenza, RSV as well as Coronaviruses.

1 https://www.accessdata.fda.gov/drugsatfda_docs/label/2021/214460s000,214461s000lbl.pdf.

2 https://www.nih.gov/news-events/news-releases/antiviral-tecovirimat-safe-did-not-improve-clade-i-mpox-resolution-democratic-republic-congo.

3 https://mpx-response.eu/large-international-trial-unity-reports-no-clinical-benefit-from-tecovirimat-for-mpox-resolution/

4 https://africacdc.org/news-item/enrollment-starts-in-africa-cdc-led-mpox-therapeutic-study-mosa/.

Influenza is a multi-billion dollar market, and it is also an important initiative for the US Agency known as BARDA. Currently available treatments, namely oseltamivir (Tamiflu® , Roche), peramivir (Rapivab®, BioCryst), baloxavir (Xofluza®, Shionogi, Roche) and others are all known to be susceptible to virus escape by simple mutations. Thus there is an unmet medical need for an Influenza treatment that the virus cannot escape from. We note that in lethal lung infection animal model of Influenza, NV-387 was found to be substantially superior to each of the three approved drugs listed above. This leads us to believe that NV-387 would be able to go through regulatory clinical trials for Influenza viruses successfully and would be able to receive regulatory approvals.

There is no drug approved for the treatment of RSV infection, other than ribavirin which is only used in extreme cases due to its severe toxicity. We note that in lethal lung infection animal model of RSV, NV-387 was found to completely cure treated animal. This leads us to believe that NV-387 would be able to go through regulatory clinical trials for RSV successfully and would be able to receive regulatory approvals.

We therefore plan on further developing NV-387 in a regulatory process towards treatment of pediatric patients with RSV infection, an unmet medical need.

Having a single drug with broad applications enables us to minimize the regulatory development workload, minimize costs, as well as develop rapid timelines due to common or overlapping workload across the various indications. We believe this would lead to significantly robust commercial footing as well as significantly improved returns on investments if and when NV-387 reaches commercialization resulting in revenues.

NV-387 for Measles Treatment

Measles outbreaks are increasing globally. In particular, USA has seen over 1400 confirmed cases in 2025 with three fatalities 5. Measles was declared eliminated in the USA as of 2000, with only travel-related cases occurring sporadically. Additionally, Canada has seen an increase of over 20x in measles cases since 2024, with more than 4,200 cases reported by the end of July 20256. In 2024, measles cases in Europe rose to over 32,000 from slightly less than 4,000 cases in 20237. There were approximately 360,000 confirmed cases of measles globally in 2024 according to WHO 8. Measles continues to be an important disease for children despite a highly effective vaccine.

Measles virus is perhaps the most contagious virus known. Because of this, 95% of population vaccination level is required to ensure population immunity (“herd immunity”). This number has become increasingly difficult to achieve for several reasons. There is an increasing population of immune-compromised persons, as well as persons with auto-immune conditions, that may not benefit from the vaccine. There is also vaccine hesitancy that has increased significantly worldwide since the COVID-19 pandemic. Erosion of population’s trust in public health agencies and officials has substantially increased as well.

Additionally, the current measles virus vaccine is a live attenuated vaccine that dates back to 1968. The measles virus has evolved substantially since then, although this vaccine continues to remain effective, and vaccine breakthrough is estimated to be about 5% of cases. Nevertheless, there are data suggesting that vaccine breakthrough is increasing and in some episodes could be substantially greater than 5%9, indicating a partial virus escape.

Measles infection can lead to what is known as “immune amnesia” in some patients. Since measles virus attacks the immune cells responsible for creating and maintaining immunity against infectious agents, a severe bout of measles can lead to the wipe-out of the very memory immune cells that provide protection from previously experienced infectious agents, making the subject fully vulnerable again. This is why, even though measles itself has low fatality rates (estimated at 0.1% to 0.3%), it is important to keep this virus at bay from public health perspective.

5 https://www.cdc.gov/measles/data-research/index.html.

6 https://health-infobase.canada.ca/measles-rubella/.

7 https://www.ecdc.europa.eu/en/news-events/measles-rise-again-europe-time-check-your-vaccination-status.

8 https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fimmunizationdata.who.int%2Fdocs%2F librariesprovider21%2Fmeasles-and-rubella%2Fglobal-mr-update.pptx%3Fsfvrsn%3D3547ebab_9&wdOrigin=BROWSELINK

9 https://pmc.ncbi.nlm.nih.gov/articles/PMC11209263/.

A treatment for measles is therefore an important unmet medical need, as more of the global population becomes vulnerable to measles, and as the measles virus is likely on the cusp of escaping, at least partially, the current measles vaccine.

There is no approved treatment for measles. Vitamin supplementation was found to be beneficial in setting of nutritional deficiencies. Ribavirin, a highly toxic drug, is recommended by CDC for severe hospitalized cases but is not approved.

We performed a humanized animal model study to evaluate the effectiveness of NV-387 in lethal respiratory infection by measles virus. In this study, we found that NV-387 was able to increase the survival lifespan of the lethally infected mice significantly. We believe that this data provides sufficient rationale for a physician to use NV-387 for the treatment of a case of measles under a FDA pathway called the Physician-Initiated IND. We plan on providing the supporting datasets to enable such Physician-Initiated IND process.

With the small number of cases globally, development of drug specifically for measles is not economically viable to undertake. However, an indication for the use of NV-387 for the treatment of measles is viable in the context of a FDA rare disease pathway.

NV-387 for treatment of measles would be eligible for an Orphan Drug Designation with attendant benefits in the USA.

Other Drug Programs

In addition, we have a strong and wide drug pipeline developed over a number of years. NV-HHV-1, our drug candidate formulated as a skin cream for the treatment of Shingles, has completed regulatory required safety-pharmacology studies towards filing a US FDA IND for this drug. NV-HHV-1 skin cream could be further developed for the indications of HSV-1 cold sores treatment and HSV-2 genital ulcers treatment. In addition, we are developing a single systemic drug that would potentially be indicated for the treatment of HSV-1, HSV-2 as well as Shingles and Chickenpox viruses.

NV-HIV-1 has demonstrated anti-HIV activity in the standard SCID-Hu-Thy-Liv mouse model of HIV infection that we believe is strong enough to warrant further regulatory development of this drug candidate. In all, we have been working on over forty different viral disease indications with the purpose of developing drug candidates that are well-differentiated from existing drugs if any against these indications as described further down in this report.

Our other drug candidates are at earlier pre-clinical development stages.

Our Commercialization Strategy

The drug development process is long and expensive. As of the date of this report, we do not have any approved drugs on the market. We have no customers, products or revenues to date, and may never achieve revenues or profitable operations. We continue to add to our existing portfolio of products through our robust internal discovery and clinical development programs.

We believe we have developed several assets worthy of partnering for further regulatory development and commercialization. We seek to partner and out-license our drug candidates for these purposes. Such partnering may potentially involve initial license fees, milestone payments, and royalty payments to us that could result in an early revenue stream prior to commercial product sales.

Our business plan is based on developing the drug candidates into regulatory approvals, and partnering and sub-licensing for commercialization of the drugs whenever possible. We have begun the process of actively seeking partnerships by retaining a consulting firm, Aagami, Inc., based in Illinois. Aagami specializes in developing pharma collaborations primarily with Indian and Japanese big pharma companies, and also world-wide. We anticipate adding business development efforts in the western countries as we further develop NV-387 into a Phase II clinical trial. A Phase II clinical trial is designed for the evaluation of effectiveness of a drug for its indication and is considered a “proof-of-concept” in humans that the drug is likely to succeed in regulatory approvals. Prior to entering clinical trials, we have developed substantial “proof-of-concept” information regarding our drug candidates in relevant animal models.

We plan on seeking non-dilutive grants and contracts funding for our drug candidates that are responsive to bio-defense and pandemic-preparedness objectives, in particular, the drug development of NV-387 for Smallpox under the US FDA Animal Rule. However, there can be no assurance that we will be able to obtain grants or funding for these projects or that it will be on terms favorable to us.

There is no guarantee that we will be successful in partnering our drug candidates or obtaining non-dilutive funding for furtherance of our drug development programs. We plan on continuing drug development on our own all the way through regulatory approvals if successful collaborations are not established. We plan on continuing to finance our efforts using equity-based financing, at least until an appropriate collaboration with a suitable pharma company for one or more indications of our drug candidates takes place.

To date, we have financed our drug development programs using equity-based financing from the sale of our shares in private and public offerings including registered direct offerings as well as “At the Market” (ATM) offerings.

The Nanoviricide Platform Technology in Brief

“Resistance is Futile”: NanoViricide Platform Promises Antiviral Drugs That The Virus Is Unlikely To Escape Even As It Evolves

The greatest “pain” or intractable problem in antivirals development has been that viruses rapidly evolve to evade the vaccines, antibodies, and small therapeutics that are the traditional antiviral approaches. Small changes in enzymes attacked by the small chemical antivirals lead to antiviral drug resistance. Small changes in the virus “antigens” lead to resistance to vaccines and antibodies, because these antiviral approaches are highly specific to the antigens that they are designed against. Antibodies are extremely specific and therefore even minor changes in the virus tend to make them ineffective. Antibodies and vaccines are readily evaded by viruses under the evolutionary pressure in a natural process itself.

We believe this is now common knowledge after the COVID pandemic.

In contrast, novel nanoviricide™ platform technology enables a host-mimetic, direct-acting, antiviral nanomachine drug which the virus cannot escape even as it evolves.

Our novel nanoviricide class of drug candidates are designed to specifically attack and dismantle enveloped virus particles, by mimicking the host-side features that the virus particle lands on as it infects a host cell. In spite of even relatively large changes in a specific virus’s surface glycoproteins as it evolves, the viral glycoprotein continues to retain, and often enhances, its ability to attach to specific host-side “attachment” receptors, and thereafter by transferring to a more specific “cognate receptor” on the cell to gain cell entry and cause infection. For example, Influenza viruses use Heparan Sulfate Proteoglycan (HSPG) as “Attachment Receptor” and Sialic Acid (or sialylated glycoproteins) as the “Cognate Receptor.”

Nanoviricides mimic either the attachment receptors or the cognate receptors and present a large number of viral binding sites on each nanoviricide polymeric micelle. Further, the nanoviricide polymeric micelle is designed to “look like” a cell to the virus.

Even as new virus variants develop that evade existing antibodies and vaccines, the variants continue to bind to their cellular attachment receptor(s) and the cellular cognate receptor(s) at the same sites and in the same manner, despite changes in the viral glycoprotein itself. Thus, if we design the ligands correctly, the nanoviricide would continue to be effective even as the virus keeps changing in the field, in stark contrast to antibodies and vaccines that readily lose effectiveness as the virus evolves.

A nanoviricide is a “biomimetic” - it is designed to appear to the virus like the cell surface bearing the sites that the virus binds to. The nanoviricide technology enables direct attacks at multiple points on a virus particle. Since the host-side or cell-side binding sites for a given virus do not change despite mutations and other changes in the virus, we believe that the virus would be highly unlikely to escape our drug candidates even as a virus changes rapidly as it evolves.

Therefore, we believe that our unique host-mimetic approach would result in a nanoviricide drug that a virus cannot escape even as it changes in the field, because it will continue to use the same host-side landing site features (attachment receptors and/or cognate receptors) despite all the changes in its own glycoproteins that bind to those features, if the virus-binding ligands we design for the nanoviricide drug perform as designed.

As described further below, the Nanoviricides Platform provides for modalities that can result in potential cures for viruses that do not establish latent virus infection in humans.

A NanoViricide is a Nanomachine that Does Not Require Competent Immune System and Completes the Task of Dismantling Virus Particles Without Host Machinery Involvement

There are two principal parts to a virus’s lifecycle. The first is to infect a new cell, called “Re-Infection” in virology (the very first virus acquisition, from an external source, is called the “Primary Infection”). The second is to replicate in the infected cell, make new virus particles and then egress into bodily fluids outside the cell, called “Replication.” Most small chemical drugs are designed to affect the replication part, and must go into cells, raising toxicity concerns or reduced safety margins as they interfere with the cellular machinery. Thus, almost all currently existing nucleoside/nucleotide drugs are toxic by their very nature to varying extents.

Vaccines and antibodies have been regarded as the standard pillars of antiviral medical countermeasures. Vaccines generate antibodies, and antibodies (from vaccine or externally applied drug), block the virus by directly binding to it, but these countermeasures are (a) highly specific and thus readily escaped by viruses, and (b) require the human immune system to be in good shape. Vaccines depend upon the patient’s immune system to generate new antibodies, whereas antibodies depend upon the patient’s immune system for proper destruction of the virus particle that the antibody “tells” the immune system to “take care of this enemy.”

Nanoviricides, in contrast, do not require the patient to have a functionally good immune system because a nanoviricide is designed as a complete nanomachine that completes the task of dismantling the virus particle. This is important because most persons with good immune systems, when infected with a virus, experience only mild infections, and may not even notice symptoms. Persons with an immune system that is not sufficiently active are the ones that would suffer severe viral infections. Additionally, viruses have evolved to block various steps in the human immune system response, thus derailing the immune system once the infection takes hold.

NanoViricide Drugs Are Designed To Act By A Novel Mechanism of Action, “Re-Infection Inhibition”, To Reduce Viremia

A nanoviricide exposes a very high density of virus binding sites on its surface, in contrast to a human cell. Thus, a virus would be more likely to be captured by the nanoviricide than to bind to a cell. As the nanoviricide polymeric micelle interacts with the virus particle, the nanoviricide is capable of binding to the virus at multiple points, and while doing so, wrapping itself around the virus by virtue of a well-known physical chemistry effect called “lipid-lipid mixing.” In the process, the specific glycoproteins that the virus uses for binding to the cell (for example, the HIV gp120, RSV-G protein, Influenza H and N proteins, Coronavirus S or “Spike” protein) are expected to be neutralized and dismantled. It is believed that such attack would lead to the virus particle becoming ineffective at infecting cells.

Therefore, we call this novel mechanism of action of nanoviricide by the name “Re-Infection Inhibition.”

Nanoviricides are designed to work by binding to and eliminating virus particles from the blood stream, just as antibodies do, only potentially much better. Treating a patient that has a viral infection with a nanoviricide against that virus is expected to result in reduction in viremia. Reduction in viremia is an important goal in diseases caused by all viral infections. Nanoviricides are designed to accomplish this using a “Bind-Engulf-Destroy” strategy to eliminate the free virus.

It is important to realize that the flexible, “shape-shifting” nanoviricides nanomedicines show substantial advantages over hard sphere nanoparticles in this antiviral drug application as the nanoviricides enable lipid-lipid mixing with the viral envelope and can wrap around or merge with the virus surface. Hard sphere nanomaterials such as dendritic materials (dendrimers), nanogold shells, silica, gold or titanium nanospheres, polymeric particles (such as PLA-PLGA, others), etc., were never designed to be capable of completely enveloping and neutralizing the virus particle.

NanoViricides Platform is Designed for Safety

We create the polymer that makes the nanoviricide micelle by using naturally metabolizable and safe components. Additionally, the antiviral ligands that we attach to the base polymer are designed using molecular modeling (or “in-silico” design) while using generally safe component chemicals and chemistries.

The nanoviricide polymer structure is designed to directly attack the virus particles outside the cell. Therefore, we believe that interference from such nanoviricide drug with cellular machinery is likely to be minimal, thereby resulting in improved safety over drugs that must enter cells and interfere with cellular processes such as most available small chemical antivirals.

We believe that our approach for improved drug safety is validated by the demonstration of strong relevant results in animal studies of NV-387 for safety and tolerability. In a safety/toxicity evaluation of single injection in rats, NV-387 was found to have a No-Observed-Adverse-Effect-Level (NOAEL) of 1,200 mg/Kg/dose, and a Maximum Tolerated Dose (MTD) of 1,500 mg/Kg/dose, which are considered to be relatively high numbers. A drug with higher values of NOAEL and MTD is safer than one with a lower values.

Further, in the non-clinical GLP safety/toxicology studies in relevant animal models, NV-387 was found to lead to no reportable observations (i.e. no adverse events) in respiratory and neurological studies in rats and cardiotoxicity studies in a non-human primate model (cynomolgus monkey). Intravenous infusion of NV-387 did not have any toxicologic effects on cardiac rhythm or ECG morphology in cynomolgus monkeys. Intravenous infusion of NV-387 did not affect respiratory function and no significant neuropharmacological or behavioral effects were observed in rats. Body temperature was not affected by the drug treatment in either the rat or the NHP animal model study. All of these results are indicators that the drug NV-387 was well-tolerated in these animal models and thereby enabled us to obtain regulatory approvals to begin Phase Ia/Ib human safety/tolerability studies in healthy subjects.

NV-387 was found to be non-immunogenic, non-allergenic, non-mutagenic, and non-genotoxic. As such carcinogenicity studies are not required.

Consistent with the above non-clinical data, in a Phase Ia/Ib clinical trial evaluating the safety and tolerability of NV-387 treatment in healthy adult human subjects, there were no discontinuations, there were no adverse events reported, and there were no serious adverse events reported, even at the highest dosage levels in both single dosing and multiple dosing protocols.

Nanoviricides Platform Has Enabled Industry-Leading Orally Available Nanomedicines And Multiple Routes of Administration

We found that unlike almost all other nanomedicine platforms, our nanoviricide NV-387, the active pharmaceutical ingredient (API) of NV-CoV-2, demonstrated strong activity when administered orally in multiple animal models. Most nanomedicines do not possess significant oral bioavailability and therefore they have to be administered as injections or infusions. This oral bioavailability of our nanoviricides distinguishes our technology from almost all of the rest of the nanomedicines world.

We developed two different oral formulations of NV-387, namely “NV-CoV-2 Oral Syrup” and “NV-CoV-2 Oral Gummies.” The latter is a semi-solid fixed-dose form. The oral syrup enables body-weight-based dose titration as needed for pediatric treatments. Both of these formulations have been evaluated in the Phase Ia/Ib human clinical trial of NV-387.

The oral dosage forms are expected to provide wide-spread adoption across the entire population from children to senior citizens, and special cases such as immune-compromised patients outside the hospital. The Oral Gummies fixed dosage form has the advantage that it is suitable even for patients that cannot swallow the usual hard tablets or capsules, because it slowly dissolves in the mouth as it is absorbed.

We have also developed a NV-387 formulation called “NV-387 Solution for Injection, Infusion and Inhalation.” We believe treatment of severe cases that are not yet hospitalized would be best performed by an injection. Hospitalized patients would benefit most from the 100% bio-availability of the injection route, and may be dosed with an infusion if larger quantity of dosing is warranted.

Importantly, the same injectable solution can be readily delivered directly into the lungs as a fog created using standard portable battery operated nebulizer devices. This enables direct and quick action at the most important site of infection by a respiratory virus such as coronaviruses, RSV, influenzas, human meta-pneumovirus (hMPV), certain adenoviruses, and others, that can lead to severe pneumonia.

Thus, the unique versatility of the Nanoviricide Platform has enabled creation of a drug NV-387 in multiple formulations that allow usage across all segments of the population from children to healthy adults to geriatric patients, as well as administration across all levels of disease severity from at-home mild to moderate cases (oral syrup and oral gummies) and out-patient moderate-to-severe cases (injections), to in-patient severe cases (injections and infusions), to in-patient severe-to-morbid cases (infusions and inhalations).

Nanoviricides Represent the Next Generation Development Beyond Classical Immunotherapeutics (Antibodies and Vaccines)

Our nanoviricide technology relies on copying the human cell-surface receptor to which the virus binds, and making small chemicals that are called “ligands” that will bind to the virus in the same fashion as the host side attachment receptor or the cognate receptor (see below). These ligands are chemically attached to the base polymer or “nanomicelle,” to create a nanoviricide.

When a nanoviricide nanomicelle “sees” a virus particle, several of these ligands associated with the nanomicelle are expected to bind to the virus particle. Once bound to the virus, it is thought that the nanoviricide would wrap itself around the virus, and the interior lipidic chains of the nanoviricide would merge into the lipid envelope of an enveloped virus, thus destabilizing the virus, in a “nano-Velcro” effect. This attack is expected to result in loss of the viral glycoproteins that the virus uses to bind to cell and to fuse with the cell membrane, thus rendering the virus particle non-infectious.

A class of small molecules called entry inhibitors exists. These drugs are designed to bind to the virus to stop it from binding to cells. A very large number of these small molecules must simultaneously attack the virus particle for the particle to be fully inhibited – a task that has very low probability in vivo (“kinetic hurdle”). Also, for small molecules to possess sufficient affinity to the virus particle, they must be designed to be very specific to the viral glycoprotein structures. Therefore, entry inhibitors can be rapidly rendered ineffective as the virus changes.

Antibodies can bind a virus particle at only a maximum of two attachment points per antibody. Several antibodies are required to simultaneously bind to the virus particle to neutralize it, in contrast to a nanoviricide that is expected to bind to the virus at multiple points.

For an antibody to be successful as an antiviral drug, as many as ten to fifteen antibodies must bind to saturate the virus surface. Therefore successful antiviral antibodies are highly specific to the virus glycoproteins and rapidly become ineffective as the virus changes.

The resulting antibody-virus complex then may be subject to the complement protein system in the bloodstream, or it may bind to antibody-receptors on human immune cells. Thus, the human immune system needs to be functional for an antibody to be effective as a “drug”.

In a sense, antibodies only “flag” the virus particle as foreign. In contrast, a nanoviricide would complete the job of making the virus particle non-infectious, without any help from the human immune system.

Almost any virus that causes pathology in humans is able to do so because it has developed intelligent and complicated pathways for disabling the human immune system at one or more points. This may be one of the reasons why many antiviral antibodies fail in the field use. Additionally, viruses readily escape antibodies by mutations, and, in some cases, reassortment. Such viral escape from antibodies has been witnessed in almost every viral epidemic, be it HIV/AIDS, the Influenza pandemic of 2009, the Ebola epidemic of 2014-15, or the COVID epidemic that is continuing now as a perennial phenomenon. In contrast, despite mutations and other changes, a virus is unlikely to escape a nanoviricides drug designed against it.

It is anticipated that when a virus comes in contact with the nanoviricide, not only would it land on the nanoviricide surface, binding to the copious number of ligands presented on the nanomicelle, but it would also get entrapped because the nanomicelle polymer would turn around and fuse with the virus lipid envelop, harnessing a well-known biophysical phenomenon called “lipid-lipid mixing.” In a sense, a nanoviricide drug acts against viruses like a “venus-fly-trap” flower does against insects. Unlike antibodies that tag the virus and thereafter require the human immune system to take over and complete the task of dismantling the virus, a nanoviricide is a nanomachine that is designed to not only bind to the virus but also complete the task of rendering the virus particle ineffective.

Thus, the Nanoviricide Platform technology can be viewed as the next step in evolution of antibody-based approach, taking into account and eliminating the limitations of antibodies.

Drug Manufacturing and Quality Control Considerations Are Inherent in the Design of a Nanoviricide

Uniform Polymer Nature Of The Nanoviricide Polymer Enables Simplified Nanomedicine Manufacturing Quality Assurance

A major problem in the field of nanomedicines as well as lipid-nanoparticles (LNPs) has been that most nanomedicines and LNPs have been found to be notoriously difficult to manufacture in a consistent manner from batch to batch. This is because of the complexity inherent in making large molecules, the very nature of polymer and particle making processes, particularly in the case of block-copolymers that are commonly employed, and the fact that many nanomedicines and particularly LNPs are mixtures of multiple components.

The Nanoviricide Platform technology has been designed from the ground up to enable consistent manufacture and control. Thus, the nanoviricide backbone is a “homopolymer” (i.e. it is made up of a single repeating unit or monomer), which enables a naturally uniform structure. This is unlike block-copolymers wherein there is structural heterogeneity along the polymer chain that is generally difficult to control and characterize. In addition, the nanoviricide polymer is designed to dynamically and naturally self-assemble into micelles in a solution. Also, the virus-binding ligands are chemically attached to the polymer. The extent of attachment can be characterized by analytical techniques that we have developed and continue to develop as needed. Further, we use specialized techniques in the polymer processing to minimize any contamination with endotoxins or other foreign particles as well as to remove impurities. The final nanoviricide solutions are sterile filtered using standard membrane filtration processes.

Formulation is Inherent in the Design Aspect of a Nanoviricide

Since developing our lead clinical drug candidate API NV-387, development of its formulations, injectable, infusion, inhalation, oral syrup, and oral gummies (semi-solid form) was relatively quick, accomplished within months, including formulation design and scale-up with cGMP-compliance manufacturing considerations. Similarly, since declaring our shingles clinical candidate, NV-HHV-1, its formulation as a skin cream for topical treatment of shingles rash, and scale-up, and cGMP-compliant manufacture was accomplished relatively rapidly, within a few months.

In the nanoviricide approach, the nanomicelle polymeric backbone itself takes care of the formulation aspects. The nanomicelle is designed to optimize the drug for its intended route of administration, be it injectable, skin cream, eye drops, or even oral. Thus, no specific or extensive formulation development is expected to be required during drug development.

In contrast, formulation development for novel drugs in normal pharmaceutical paradigm often takes years. In particular, formulation development with nanomedicines or LNPs generally takes longer than that for small chemical drugs, due to inherent complexities discussed earlier.

Thus, the Nanoviricides Platform has been designed from the ground up to enable simplifications in processes and analyses that need to be implemented in order to develop robust, reproducible, and scalable processes.

NanoViricide Platform Enables Drugs That Can Be Designed To Block the Complete Virus Lifecycle, Thus Enabling Potential Cure for Non-Latency Viruses

A nanoviricide is made by chemically covalently linking a “nanomicelle” - a globular polymeric micelle with pendant lipid chains inside - to one or more different small chemical ligands designed to mimic the cellular receptor to which the virus binds. In addition, the nanoviricide can carry additional active pharmaceutical ingredients (APIs), which may be chosen to affect the intracellular virus life cycle. Thus, the nanoviricide platform enables construction of complete virus-killing nanomachines that block the virus from entering the cell as well as that block further production of the virus inside the cell.

We are implementing the nanoviricides platform in different modalities leading to different types of drugs to meet the different challenges of different viruses and enable cures for viral diseases.

Nanoviricides Platform Modality 1: Broad-Spectrum Antiviral “Reinfection Inhibitors”

There are certain classes of cellular features that a very large number of viruses commonly use to get access to cells. As a first step, the virus binds to one so called “Attachment Receptor(s).” This allows the virus to concentrate near the target cells, and enables the virus particles to latch onto more specific receptors on the cell surface itself that are termed “Cognate Receptor(s).” Some viruses can directly fuse with the cell membrane without such a cognate receptor.

The attachment receptors employed by most viruses fall into very few families. One such family is “Sulfated Proteoglycans (S-PG),” or “Glycosaminoglycans (GAGs).” We loosely include a number of sulfated proteoglycan types in this “S-PG class”. They differ in exact structures but share a number of commonalities. This family includes proteoglycans that have attached onto them heparan sulfate (HSPG), dermatan sulfate (DSPG), chondroitin sulfate (CSPG), or keratan sulfate (CSPG). Over 90% of known pathogenic viruses bind to one or more of these S-PG class attachment receptors. These viruses include Coronaviruses, Paramyxoviruses (RSV - Respiratory Syncytial Virus, and HMPV- human Metapneumovirus), Dengue Viruses, Herpesviruses, Human Papillomavirus (HPV), HIV, Hendra and Nipah Viruses, Ebola and Marburg Viruses, among others.

For many of these viruses there are no antivirals available, or the antivirals have limited applicability. Nanoviricides that mimics the host-side S-PG can be expected to be capable of attacking many of these viruses, enabling very broad-spectrum antiviral agent. This is reminiscent of the development of beta-lactam antibiotics starting with penicillin, that have broad-spectrum antibacterial properties because they attack a common feature of a large number of bacteria, the peptidoglycan cell wall.

NV-387, our clinical drug candidate, is the first example, to our knowledge, of such a broad-spectrum antiviral agent. NV-387 was designed using our knowledge of the commonalities in this S-PG class of attachment receptors for mimicking the host-side S-PG common motif that is used by viruses for attachment. A developed small chemical ligands that embody the characteristics of this common motif, and attached them to the base nanomicelle polymer to create NV-387. Thus, NV-387 is designed as a broad-spectrum antiviral agent. After its success in attacking multiple unrelated coronaviruses, we have undertaken a program to expand the potential indications of NV-387. Effectiveness in any of these additional indications would enable direct entry into Phase II/III clinical trials for that indication now that a Phase I clinical trial of NV-387 has been completed, after the final clinical trial report for this clinical trial becomes available.

In July 2023, we reported that NV-387 was found to demonstrate increase in survival upon treatment with NV-387 indicating antiviral effectiveness against a lethal RSV infection in a mouse model study. Subsequently, in May 2024, we reported that in a subsequent study with improved dosing regimen, NV-387 was able to lead to complete survival of the animals lethally infected with RSV, and that the lungs of the NV-387 treated animals did not show lung damage caused by the RSV. In contrast, ribavirin treatment did not protect the lungs of the RSV infected animals leading to their death with a small increase in survival over the untreated animals.

In June 2024, we reported that NV-387 treatment was found to demonstrate increase in survival, substantially surpassing the increase that occurred upon treatment with three of well-known approved anti-influenza drugs, a parameter used for indicating antiviral effectiveness, in a lethal Influenza A/H3N2 lung infection mouse model study. We believe that these results suggest that NV-387 promises to be effective against the “bird flu” influenza virus H5N1 (and other similar H5Nx viruses) as well. In fact, it is well-known that the highly pathogenic avian influenza (HPAI) viruses carry a “polybasic site” that possesses HSPG binding capability. Therefore, HPAI viruses can be expected to be susceptible to NV-387.

In the reported year, we have also reported on the antiviral activity of NV-387 in animal models relevant to Smallpox/Mpox (orthopoxvirus) infections, measured by increase in survival in relevant lethal virus-challenge animal models. MPox has caused sporadic epidemics in the Western world, and a more pathogenic strain, MPOX CladeI/Ib is currently causing an epidemic in certain parts of Central Africa, which has led the WHO to declare it a “public health emergency of international concern” (PHEIC). Smallpox is considered a bioterrorism threat. Of note, tecovirimat, approved for Smallpox treatment in the USA, has failed to show effectiveness in an NIH co-sponsored international clinical trial for the treatment of MPOX Clade 1 infections (https://www.nih.gov/news-events/news-releases/antiviral-tecovirimat-safe-did-not-improve-clade-i-mpox-resolution-democratic-republic-congo). Therefore, we believe it would be of interest to assess whether NV-387 has effectiveness in MPOX infected patients.

We intend, subject to financing, to further explore the effectiveness of NV-387 against many other important human pathogenic viruses that are known to utilize S-PG attachment receptors. For example, Nipah virus causes sporadic lethal outbreaks in India and Bangladesh in particular. We would like to explore if NV-387 can be an effective drug against Nipah and the related Hendra viruses (henipaviruses). Additionally, Ebola and Marburg viruses (filoviruses) are also known to utilize HSPG attachment factor. We would like to explore if NV-387 can be an effective drug against filoviruses. Filoviruses are important for the US Department of Defense as well as from Biodefense perspective. Currently there is no approved treatment for filoviruses or for henipaviruses. Such expansion of use of NV-387 would significantly expand the market size, provide much needed medical countermeasures for public health protection globally, and substantially improve the return on investments (ROI).

Another important class of attachment receptors is Sialic Acids (SA). We are working on developing broad-spectrum antivirals mimicking SA. SA is well known as the initial site of binding for Influenza viruses, as well as many of the infectious Adenoviruses and many other viruses.

It would be very difficult for a virus to become resistant to a nanoviricide that mimics the virus’ attachment receptor. This is firstly because the nanoviricides based on mimicking attachment receptors are broad-spectrum in nature, capable of antiviral effect against not just a specific virus type or subtype, strain or variant, but entirefamilies of viruses (as defined in the virus classification system), and secondly, because, no matter how much a virus mutates or changes, its binding to the host-side receptor(s) does not change.

Nanoviricides Platform Modality 2: Specific, Highly Effective, Antiviral “Reinfection Inhibitors”

Choosing a specific antiviral ligand that mimics the cognate receptor on the host cell that is used by the virus would lead to specific nanoviricide agents that would attack the viruses that use that particular cognate receptor. This technique is what we call Modality 2.

In addition to developing bio-mimetics of the broad-spectrum attachment receptors, we have also developed nanoviricides that mimic the specific cognate receptor(s) used by a particular type of virus to develop highly specific drugs against that type of virus.

Our antiviral drug candidate NV-HHV-1 is based on mimicking the cognate receptor HVEM (“herpesvirus entry mediator”) that is known to be used by HSV-1 and HSV-2. We found that NV-HHV-1 demonstrated antiviral activity against VZV (Varicella Zoster Virus) in human skin patch infection model studies, although it was not then known whether VZV uses HVEM as the cognate receptor. VZV causes chickenpox in children and immune-compromised persons, and its reactivation causes Shingles in adults. NV-HHV-1 has completed pre-clinical IND-enabling studies as a skin cream for the treatment of VZV Shingles. During the development of NV-HHV-1, nanoviricides made with the same or related ligands as the one used in NV-HHV-1 were found to have demonstrated antiviral activity against HSV-1 in cell culture studies as well as in lethal infection animal model studies. Since HSV-2 also uses HVEM as entry receptor, we believe NV-HHV-1 should be effective against HSV-2 as well. In addition to developing NV-HHV-1 for the indications involving infection by VZV, HSV-1, and HSV-2, we further plan to explore the activity of NV-HHV-1 against other herpesviruses such as CMV and EBV as well.

Additionally, we have developed drug candidates in the HIVCide™ Program that mimic the cellular CD4 binding site used by HIV to gain cell entry. Another important HIV cognate receptor is CCR5. The Nanoviricides Platform enables using mimics of one or more cellular receptors attached into a single nanoviricide drug. Thus, this platform has the capability of mimicking both the CD4 binding site and the CCR5 binding site of HIV on one nanoviricide, which is expected to enable the most effective drug against HIV. The only countable number of patients that have been “cured” of HIV were recipients of stem cells that possess a modified CCR5 lacking its HIV-binding region, attesting to the importance of mimicking both CD4 and CCR5 simultaneously.

Attacking the “Achilles Heel” of the Virus- Unchanging Ability of the Virus to Bind to Its Cognate Receptor on Cell

We strive hard to develop virus-binding small chemical ligands that mimic the cognate cellular receptor of the virus, using rational design and molecular modeling strategies and our internal, accumulated expertise. Some viruses use more than one receptor. The nanoviricide platform technology allows use of different ligands on the same nanoviricide drug to be able to attack such difficult viruses.

It would be very difficult for a virus to become resistant to a nanoviricide that mimics the virus’ cognate cellular receptor. This is because, no matter how much a virus mutates or changes, its binding to the cellular receptor does not change. If the virus does not bind to the nanoviricide efficiently, it would likely have lost its ability to bind to the cellular receptor efficiently as well, resulting in an attenuated version with limited pathogenicity.

Nanoviricides Platform Modality 3: Nanoviricides Platform Enables Cures for Viruses that Do Not Become Latent

To date most viral infections do not even have effective drugs, let alone cures.

Most viruses do not become latent in the human body. Such viruses have a relatively simple life cycle: after a virus is transmitted to the person and infects some cells, it replicates inside the infected cell (the replication part), thereafter the new virus copies exit the cell and then infect new cells (the “re-infection” part) thus starting the cycle over again. If both parts of the life cycle can be blocked effectively, then such a virus infection can be readily cured. The Nanoviricide Platform Modality 3 enables such cures.

In this modality, the nanoviricide technology simultaneously enables attacking the external virus particle, as well as blocking the rapid intracellular reproduction of the virus by incorporating one or more APIs within the “belly” of the nanoviricide. The nanoviricide® technology is the only technology in the world, to the best of our knowledge, that is capable of both (a) attacking extracellular virus, thereby breaking the reinfection cycle, and simultaneously (b) disrupting intracellular production of the virus, thereby enabling complete control of a virus infection.

The nanoviricides built using Modality 1 as well as Modality 2 can be employed to add the replication-inhibition capability in this manner.

NV-CoV-2-R, our other drug in development for treatment of coronaviruses contains the API NV-387-R. This API is made up of remdesivir encapsulated within the belly of the polymeric micelles of NV-387. While NV-387 is designed to directly attack the virus outside the cell, the remdesivir component is known to block the virus replication inside the cell. By blocking both of these pathways, NV-387-R would result in a cure of the viral infection. Remdesivir is a broad-spectrum antiviral agent that has been approved for COVID-19 and has shown strong pre-clinical activity against many RNA viruses. Its clinical activity is limited by its rapid metabolism in the bloodstream. NV-387 holds remdesivir like in a bottle and releases it slowly, thus limiting the metabolism and enhancing the pharmacokinetics and thereby the effectiveness of remdesivir.

Remdesivir, sponsored by Gilead, is a known antiviral drug that has received full FDA approval for treatment of COVID-19 and has received Emergency Use Authorization (“EUA”) in many countries. We are developing NV-CoV-2-R on our own, independent of Gilead.

We have also developed other drugs based on this concept of curing the viral infection. One such drug is NV-387-Rp, which contains a modified and improved form of Remdesivir. Another drug is NV-387-Ribvp, which contains a prodrug of Ribavirin. Ribavirin is a highly toxic but highly effective antiviral drug. It is approved in the USA only for the treatment of RSV infection as a drug of last resort. However, it is used in the case of many viral infections for which no antivirals are known in severe hospitalized cases. NV-387-Ribvp is expected to enable cures for such viruses by combining the Re-Infection Inhibition activity of NV-387 with the Replication Inhibition activity of Ribavirin, while at the same time enabling lower doses of Ribavirin to stay well below its toxicity level.

Nanoviricides Platform Modality 4: Nanoviricides Platform Has the Capability to Enable Cures for Viruses that Do Become Latent

HIV and many viruses in the herpesviridae family form “latent reservoirs” in human cells making them difficult to cure. HIV and the class of lentiviruses achieve this by directly copying its genomic information into the human chromosomal DNA itself. Two of the herpes viruses, namely HHV-6A and HHV-6B, are known to copy their genetic information into the telomere region of the chromosome, shortening the number of cell divisions the modified cell can undergo, effectively a phenomenon of aging. All other herpesviruses create episomal islands in the cell’s nucleus which are their own “factories” for making progeny copies. The nanoviricides technology platform can be harnessed against these viruses in another different modality that can potentially produce cures. We are working on such cures of latent viruses in our research and development (“R&D”) projects.

Broad and Expanding Pipeline Based on the Nanoviricide Platform Technology – in Brief

Our powerful Nanoviricides Platform technology has enabled us to develop several drug candidates against a large number of different viruses that could be further improved into clinical drug candidates, thus building a very broad drug pipeline that may lead to exponential growth of the Company upon the approval of our first drug candidate. While our first drug candidate, NV-387, is now in human clinical trials, and another one, NV-HHV-1, is awaiting to go into the clinic, over the years we have developed more than ten drug candidates that, we believe, can be rapidly moved into the clinical stage, for nearly forty different antiviral drug development programs. Our progress to clinic is limited by our resources. We anticipate that once our first drug goes successfully through Phase I and Phase II clinical trials thereby proving our capabilities and our Nanoviricides Platform technology, the Company, assuming it acquires the necessary financings, could enter a phase of exponential growth and rapid clinical development of additional candidates thereby transforming the way viral infections are treated.

We have several drugs in our pipeline, enabled by our strong and extensive nanoviricide technology platform. Of these, NV-387 has completed a Phase Ia/Ib Clinical Trial in healthy subjects with no adverse events reported in both the single-dose and multiple-dose portions of the clinical trial, and we have now received a draft Phase I report that is in quality review from the CRO and the clinical trial manager, KMPL. Absence of any reportable adverse events is considered an excellent indication that the drug is safe and well tolerated in the Phase Ia/Ib clinical trial.

Presently, our focus is on the two separate Phase II clinical trials for NV-387 for the treatment of (i) MPox Virus Infection, and (ii) Viral Acute and Severe-Acute Respiratory Infections (Viral ARI and SARI). We are preparing the clinical trial application for the Phase II MPox trial and we have already obtained preliminary approval from the regulatory ethics committee for the clinical protocol in the Democratic Republic of Congo (DRC). In addition, we have already developed a draft clinical protocol for the Phase II Viral ARI and SARI clinical trial that is now in planning stage.

We plan on further commercial development of NV-387 as a pediatric RSV treatment once additional resources to support the RSV clinical program become available. We plan on re-engaging our HerpeCide program and our HIV program when sufficient resources become available.

We also plan on further developing NV-387 for the treatment of Smallpox as a biodefense application, via the US FDA “Animal Rule”. Our work in developing NV-387 for MPox is providing enabling datasets towards approval of NV-387 as a treatment for smallpox because both of these are orthopoxviruses. We are seeking non-dilutive funding for the development of NV-387 for smallpox, a bioterrorism threat.

Additionally, we believe that NV-387 may have effectiveness against many other viruses including viruses that do not have current treatments such as Henipaviruses (Hendra and Nipa viruses), filoviruses (Ebola and Marburg viruses), other hemorrhagic viruses of interest to the Department of Defense, among others. NV-387 mimics Sulfated Proteoglycans that more than 90% of human pathogenic viruses utilize as the first landing site in causing an infection. We plan on seeking collaborations with labs that can broadly test our drugs against multiple viruses as well as non-dilutive funding for such developments.

We also have several additional pre-clinical drug development programs including NV-HHV-1 and related candidates for Herpes Simplex Viruses (HSV-1 that causes cold sores, and HSV-2 that causes genital ulcers), NV-HIV-1 and related candidates for HIV/AIDS, other candidates for Influenza viruses and Dengue viruses, that we plan to advance further towards clinical drug candidates as they progress further when financial resources become available. Thus, we have a strong and broad pipeline that is expected to continue to result in highly effective drug candidates against a number of viral diseases.

We also have several additional pre-clinical drug development programs including Herpes Simplex Viruses (HSV-1 that causes cold sores, and HSV-2 that causes genital ulcers), HIV/AIDS, Influenza, Dengue viruses, and Ebola/Marburg, that we plan to advance further towards clinical drug candidates as they progress further. Thus, we have a strong and broad pipeline that is expected to continue to result in highly effective drug candidates against a number of viral diseases.

We are now at the stage of clinically harnessing the development of Modality 1 and Modality 2 nanoviricides drugs. To recap, Modality 1 drugs mimic Attachment Receptors and possess a very broad spectrum of antiviral activity that includes a large number of different types of viruses. Modality 2 drugs mimic Cognate Receptors and possess a very strong antiviral activity against a set of specific types of viruses. In both cases, the targeted viruses are highly unlikely to escape the drug by evolving variants. NV-387, a Phase II-ready clinical stage drug candidate, is an example of Modality 1 nanoviricides,whereas NV-HHV-1 and NV+HHV-2 are examples of Modality 2 nanoviricides.NV-HHV-1 has completed IND-enabling studies as a Skin Cream for the treatment of Shingles.

We have also continued R&D on Modality 3 nanoviricide drugs that promise potential cures for non-latency viruses. As examples of this technology, NV-387-Rp and NV-387-Ribvp have shown strong effectiveness against Coronaviruses and RSV in animal models respectively, and are expected to be highly active against a number of other viruses based on the known activities of their components. We plan on developing these Modality 3 potential cures of a number of viral diseases after the Modality 1 and Modality 2 drugs.

Overall, since our founding, we have worked on development of approximately 40 different indications of different viral diseases in a number of drug development programs. In the process, we have built an extensive library of both the (i) Nanoviricides Platform know-how and (ii) the actual synthesized chemical drugs.

Additional details of our drug pipeline can be found in this Annual Report in the section “NanoViricides Drug Pipeline” further below.

NanoViricides Drug Development Process

Our drug programs begin from initial R&D to understand the virus and advance to design antiviral medical countermeasures. Then we chemically synthesize selected potential small molecules to act as the ligands that mimic the cellular receptor(s) of both Modality 1 (broad spectrum) type as well as Modality 2 (specific to the virus family) type, to bind to the virus. Separately we have been engaged in evolving and optimizing various versions of the nanoviricide backbone polymer. We then choose some of the select polymers and attach the selected antiviral ligands chemically to the polymer to create a library of antiviral nanoviricides. We then evaluate these antivirals in cell cultures against the target viruses. We further evaluate selected antiviral ligands from this screen in animal model studies. We then down-select from the effective drug candidates about five to seven candidates for further development based on a number of

considerations including the level (or potency) and spectrum of activity, any likely issues with safety/tolerability, drug stability, pharmacokinetics, pharmacodynamics, ease of manufacturing, ease of formulations, and the desired routes of administration.

Along the way, we refine the methods of preparation of these drug candidates, from chemical synthesis all the way to formulation and packaging of the final drug product, developing and implementing the Chemistry, Manufacture and Controls information for the resulting drug substances as well as the potential drug products.

The selected candidates then undergo additional studies. Typically about two of them are advanced into IND-enabling GLP Safety/Tolerability studies. One of these is then selected for further evaluation in human clinical trials.

NanoViricides, Inc. is a Fully Integrated Pharma Company

We have strived to minimize the risks inherent in the drug development process. One of the major risks is the manufacture of our nanoviricide drug candidates in a manner to produce consistently quality drugs.

NanoViricides c-GMP-capable Kilogram-Scale Manufacturing Facility for Drug Substance and Drug Products

Manufacturing of drug products for sale, as well as for late stage clinical trials is required to be performed in FDA-registered cGMP manufacturing facilities. Manufacture of drugs for earlier stage clinical trials as well as for IND-enabling GLP Safety/Toxicology studies needs to be performed in a c-GMP-compliant manner.

We discovered early in our development that the existing contract manufacturing operations in the pharmaceutical industry have very limited expertise that would be applicable to our kind of drugs. In order to speed up nanoviricide drug development, save on costs, and ensure quality, we have set up our own manufacturing facility that can scale from discovery quantities of a few grams to clinical trials quantities of a few kilograms.

We believe we are one of the very few small pharmaceutical drug innovators that possess its own cGMP or cGMP-capable manufacturing facility. With our Shelton, Connecticut campus and pilot-scale cGMP-capable manufacturing facility, we have now demonstrated that we are in a position to rapidly advance our drug candidates into clinical trials, produce the pre-clinical “tox package” batches, and the clinical drug substance batches, as well as the completely finished and packaged clinical drug product batches.

We have produced and plan to continue to produce our nanoviricide drugs for clinical trials in this facility. We have the capability to produce sufficient drugs for about 1,000 patients in a single batch of production, depending upon dosage. This production capacity is anticipated to be sufficient for the Phase II clinical trials of NV-387 for MPox, for Viral ARI/SARI, as well as for RSV. In general, the manufacturing capacity is sufficient for all of the anticipated clinical trials of our drug candidates in the near future. Further, this cGMP-compliant manufacturing capacity is anticipated to be sufficient for commercialization of NV-387 for treatment of pediatric RSV subsequent to required regulatory approvals thus enabling rapid market entry and future revenue generation.

Our cGMP-compliant manufacturing facility is equipped with Class 100 (ISO 5), Class 1,000 (ISO 6), and Class 10,000 (ISO 7) clean room suites for injectables and other manufacturing operations as appropriate.

We have in-house all the capabilities necessary for formulation, filling and finishing of our drug products in the following forms: (i) oral syrup, (ii) oral gummies (semi-solid form), (iii) skin creams and (iv) ointments. We plan to either employ an external Contract Manufacturing Organization (CMO) for our injectable drug products for clinical trials, or develop in-house injectables manufacturing capabilities utilizing our existing Class 10,000 (ISO 7) clean room suites with Class 100 (ISO 5) enclosures housed inside them, as and when required.

We believe that we are in compliance with all material environmental regulations related to the manufacture of our products.

NanoViricides State-of-the-Art Nanomedicines Characterization Lab Supports In-Process QC, Release Testing of Manufactured Drug Substance, Drug Products, as well as R&D

We have a state-of-the-art nanomedicines characterization facility in-house in the same campus that has all the capabilities necessary for in-process quality control as well as release testing and quality assurance of our drug products and for supporting our manufacturing

operations as well as our R&D operations. We also have a Bio-Analytical laboratory that we use for various quantitative and semi-quantitative analyses.

NanoViricides BSL2 Virology Lab for Evaluation of Drug Candidates in Cell Culture Studies

In addition to the cGMP-capable manufacturing facilities, we have also brought in-house the capability for testing of our nanoviricide drug candidates against a number of viruses in cell culture studies for early evaluation. We have built a Biological Safety Level-2 (BSL2) Virology Laboratory with attendant cell culture and biochemistry capabilities in our campus in Shelton, CT, certified by the State of Connecticut. We are able to perform drug efficacy and safety studies in cell cultures for multiple different viruses at the same time in this facility, in isolated lab rooms.

We can also study antivirals against certain BSL3 and BSL4 viruses in this facility by developing what are called “pseudovirions.” Pseudovirions are virus particles that cannot replicate, but that have the surface glycoprotein of the virus that we want to study (e.g. H5 for H5Nx Bird Flu, GP for Ebola, Marburg, S for SARS-CoV-2, etc.) on a viral backbone that is a BSL2 compatible virus. We only require and employ pseudovirions technology where the resulting virus particles cannot replicate. The pseudovirion systems allow evaluation of drug candidates that block the entry of the virus particle into cells, such as entry inhibitors, antibodies, and nanoviricides.

We have developed in-house cell culture screening capability for developing drug candidates against human Coronaviruses (h-CoV) including SARS-CoV-2 pseudovirions, VZV, HSV-1 and HSV-2, Influenzas, HIV, RSV, Ectromelia Mousepox Virus (a model for MPox and Smallpox viruses), and pseudovirion technology for Ebola/Marburg viruses, among others. We believe that this internal screening enables speedy evaluation of a much larger number of candidates than external collaborations allow. We believe this has significantly improved our ability to find highly effective ligands and performing structure-activity-relationship studies of the same in a short time period.

External CROs for GLP and Non-GLP Animal Model Studies, Regulatory Affairs Support, and Clinical Trials

We depend upon external collaborators and Contract Research Organizations (“CROs”) for all of our animal studies that include antiviral efficacy studies, safety and tolerability studies, in both GLP and non-GLP practices. We also depend upon external collaborators and CROs for completing our regulatory filings, designing suitable clinical protocols, as well as for conducting human clinical trials, compiling the resulting data, biostatistics evaluations, and preparation of reports for regulatory filings. We plan on bringing some of the regulatory affairs capabilities in-house in the near future in order to speed up our regulatory processes.

NanoViricides Campus – Fully Owned Asset Group

All of the facilities described above, the land, building, improvements, and equipment, are fully owned by NanoViricides, Inc. This forms a significant and stable part of our long term assets, accounting for over $6.8 million in long term assets post-depreciation and amortization as of June 30, 2025. The replacement cost of these assets was estimated, in April 2024, at $18 million by a third party consultant, which we believe is a low-end estimate.

We believe NanoViricides, Inc. is one of a few innovation-led small pharma companies that has or is close to having a fully integrated pharmaceutical operation from drug discovery to drug product manufacturing. This sets us apart in the field by substantially de-risking our development programs as well as enabling time and cost savings in the new drug development process.

Fiscal Year 2025 in Review

In the fiscal year 2025, we have achieved a substantial level of accomplishments. We have focused on evaluating the broad spectrum of antiviral activity of NV-387. We have been able to significantly expand the potential indications of viral infections wherein NV-387 could be a drug candidate worthy of pursuing into clinical trials, to include the respiratory viral infections RSV and Influenza, in addition to the coronaviruses, as well as Smallpox/Mpox, and now to include Measles virus.

During this year, we have focused on developing a cost-effective regulatory strategy for NV-387. We have reprioritized our development plans based on our resources.

We have engaged in a number of activities necessary for initiating our very first Phase II clinical trial(s) of NV-387, which is for the evaluation of NV-387 as a treatment of MPox. We are developing the Clinical Trial Application at present, and we have already obtained a preliminary approval for our clinical trial protocol for this clinical trial from the regulatory agency in charge, namely ACOREP in DRC.

We have also developed a clinical trial protocol for a novel, adaptive, “basket-type” Phase II clinical trial for the evaluation of NV-387 as a treatment of viral acute and severe-acute respiratory infections. We are now planning this clinical trial. In this single clinical trial, we anticipate generating data on the effectiveness and safety in patients of NV-387 against a number of different respiratory viruses, including Influenza viruses, RSV, Coronaviruses, human MetaPneumovirus (hMPV), and many others. In particular, we believe the data in adult subjects will enable a Phase II clinical trial of NV-387 in pediatric population (children).

We have improved the manufacturing process of NV-387. In doing so, we have approximately doubled the production scale of the drug substance NV-387 resulting in a batch size producing approximately 6kg of the purified drug substance with a 10kg scale feasible.

We have developed and validated improved methods for the quantitation of drug substance related impurities.

We have developed and validated a new and improved method for analysis of NV-387 in biological samples such as animal and human plasma, which is required for pharmacokinetic studies.

We have improved the process of manufacturing the drug product NV-387 Oral Gummies, which we plan to take into the first Phase II clinical trials. We have improved the NV-387 Oral Gummies formulation for organoleptic properties, by improving its color, flavor, taste, and mouthfeel.

We have engaged a CRO, identified and engaged a clinical trial site, and obtained initial permission from the Ethics Committee for the proposed Phase II clinical trial for evaluation of NV-387 for the treatment of MPox in DRC.

We have also performed preliminary work and developed a clinical trial protocol for a first-of-a-kind, innovative, adaptive, “basket-type” Phase II clinical trial for the simultaneous evaluation of NV-387 for effectiveness against a number of respiratory viruses in a single clinical trial.

We have engaged in efforts to obtain non-dilutive funding for several of the developments related to NV-387 that would be of interest to various governmental agencies.

NV-387 Phase Ia/Ib Human Clinical Trial

NV-387 was developed during the COVID pandemic in a very rapid timeframe. In just about a year, we went from design and synthesis to completing the required non-clinical GLP safety pharmacology studies in animals by January 2021. The progress slowed down primarily due to lack of internal regulatory expertise and dependence on external consultants that became unavailable. We successfully completed a Clinical Trial Application for the simultaneous evaluation of two oral drug products containing the same API NV-387, namely NV-CoV-2 Oral Syrup and NV-CoV-2 Oral Gummies, sponsored by our licensee, collaborator, and clinical trial manager, Karveer Meditech Pvt. Ltd. (KMPL) who sponsored the drug in India, with a local CRO, around September 2022, and KMPL obtained regulatory permission for the clinical trial towards the end of January 2023.

The Phase Ia/Ib clinical trial began with the first human dosing in June 2023. The healthy subjects part of the clinical trial, comprising both Phase Ia – Single Ascending Dose – Healthy Subjects, and Phase Ib – Multiple Ascending Dose – Healthy Subjects was completed with discharge of the last subject around December 2023. There were no dropouts and no reported adverse events. These results are generally taken as indicators that a drug is well-tolerated under the conditions of treatment in a clinical trial.

The results of this Phase Ia/Ib healthy subjects part of the clinical trial are consistent with the results of the non-clinical studies in multiple animal models in which good tolerability was observed and no respiratory, cardiological, or neurophysiological effects were found.

The clinical trial application for this clinical trial was submitted during the COVID-19 pandemic and for expediency towards use of the drug in the pandemic, a separate part of the clinical trial for the treatment of COVID-19 patients with NV-387 was also proposed. Upon completion of the Healthy Subjects part, the Sponsor and the CRO went through tremendous efforts and obtained regulatory permission to add another site where a COVID-19 wave was going on during January 2024. However, by the time all of the approvals required to start enrollment were completed, the COVID-19 wave was completely gone. After performing a large number of RT-PCR tests on potential subjects with respiratory symptoms, with all tests turning up negative results for SARS-CoV-2, this second part of the clinical trials was canceled due to the inability to find patients to enroll in spite of adding a second site. The second site was subsequently closed around April/May 2024.

Concurrently data upload and crosschecking activities for the healthy subjects Phase Ia/Ib part were completed. After appropriate external audits, the drug sponsor is now getting ready to close the first clinical trial site where the healthy subjects part was executed. Thereafter, subsequent to database lock, statistical analysis of the observations of the subjects will be performed. These include a number of parameters including clinical observations, blood chemistry, and specific organ-related blood chemistry parameters, among others.

A draft Clinical Study Report (CSR) for this clinical trial comprising all of the studies has been compiled recently by the CRO and it is undergoing quality reviews as of the date of submission of this Annual Report. We anticipate completion of this process within a few weeks and submission of the final CSR to the Indian regulatory body, namely, The Central Drugs Standard Control Organisation of India (CDSCO).

Evaluating the Broad Antiviral Activity Spectrum of NV-387 Against Multiple Different Types of Viruses

As the Phase Ia/Ib clinical trial in India for evaluation of safety and tolerability of NV-387 in healthy subjects got under way, we embarked on determining whether NV-387 could be sufficiently active to be chosen as a clinical drug candidate against many different types of viruses other than coronaviruses. This work has spanned several years, and is cited here because it is important to understand the effectiveness of NV-387 in animal models in order to understand our development program for NV-387.

NV-387 was designed as a Sulfated Proteoglycan (S-PG) Mimetic. Over 90% of human pathogenic viruses are known to use heparan sulfate proteoglycan (HSPG) in particular as an attachment receptor to enable them to infect cells. NV-387 mimics the critical feature that the viruses look for in not just HSPG but other related S-PGs such as Chondroitin Sulfate (used by the Chikengunya virus), Dermatan Sulfate (used by Human Papilloma Viruses - HPV), among others. HSPG is used by almost all respiratory viruses. We therefore focused on viruses that use HSPG for our first studies. In particular, we studied activity of NV-387 in animal models of lethal lung infections by the respiratory viruses RSV and Influenza. Since orthopoxviruses are known to bind to HSPG, we also evaluated activity of NV-387 against lethal infection by the model mousepox virus (Ectromelia) that is used as a part of the US FDA Animal Rule for the development and approval of Smallpox therapeutics.

Activity of NV-387 in Lethal Lung RSV Infection in Mice – NV-387 Oral Treatment Appears to Have Cured Lethal Lung RSV Infection Based on Complete Survival and No Lung Damage

In the first animal trial, we compared the effect of NV-387 given as both injectable and as oral treatment in mice infected lethally into the lungs with RSV A2 virus. We found that NV-387 demonstrated excellent anti-RSV activity, almost matching the activity of ribavirin

as shown in the table below. Ribavirin is the only drug currently approved for treatment of RSV infection. However it is used only as a last resort drug because of its significant toxicities, including hematological and nephrological (kidney) adverse effects.

Treatment of lethally infected mice in this study with NV-387 or ribavirin led to statistically equivalent positive effect on the outcome of the disease. Since ribavirin is highly toxic, the activity of NV-387 demonstrated in this study is of great significance.

Importantly, NV-387 given orally at approximately twice the total dose of NV-387 given as an injection produced equivalent results in terms of effect on animal survival. Thus, the oral bioavailability of NV-387 can be estimated, in terms of actual biological effects, to be approximately 50% based on this animal study. We believe that this level of effective bioavailability is excellent and it would permit development of NV-387 as an oral drug for treatment of RSV infection.

We reported on this study in a press release dated July 11, 2023.

Encouraged by the results of this animal trial, we initiated a new trial with oral dosing of NV-387 extended to ten days with two doses on first day for a total of eleven doses. We also increased the dosing of ribavirin in this second animal trial. The results of this trial are shown in the table below.

We were pleasantly surprised to find that the increased oral dosing of NV-387 led to complete survival of all of the lethally lung-RSV-infected mice, well beyond the 21 day study length, and they remained healthy until final sacrifice as per protocol at 30 days. The performance of oral ribavirin was similar to its performance in the previous trial, and possibly slightly worse, indicating that the dosing level of ribavirin in this trial might be close to evidencing its toxicity.

We reported on these results in a press release on May 14, 2024.

Further analysis of gross histology as well as micro- histopathology of lungs from the animals treated with NV-387 compared to ribavirin was also conducted.

The lethally RSV-infected animals in the NV-387-treated group showed no lung damage in lung histo-pathology study at all-time points during the study, including at the end of the study. This demonstrates that the NV-387 oral treatment completely protected the animals from the lethal effect of RSV infection. These results are consistent with the complete and healthy survival of the animals.

In contrast, lethally infected animals in the ribavirin oral treatment group showed progressive lung pathology, demonstrating progressive inflammation in the lung tissue which resulted in moderate levels of inflammation as well as infected cells in the inflammatory infiltrate on day 10, increasing to severely infected lungs with alveolitis and severe pneumonia by day 13. All animals in the ribavirin-treated RSV infected group died by 14 days as shown in the table.

These lung histo-pathology results in conjunction with the complete survival of NV-387 orally treated animals support our belief that NV-387 oral treatment led to complete cure of the lethal RSV infection in mice in this animal trial.

We reported on these results in a press release on May 20, 2024.

Based on these results, we have determined to seek regulatory approval for a Phase II human clinical trial for the evaluation of efficacy of oral NV-387 treatment in RSV infection.

Activity of NV-387 in Lethal Lung Influenza Infection in Mice - NV-387 Treatment Resulted in Significantly Greater Survival Improvement Compared to Three Approved Influenza Drugs, and Significantly Increased Protection of Lungs from Virally Induced Damage

We evaluated the activity of NV-387 given orally (twice on first day then once daily, 8 days, total 9 doses) in comparison with the three approved drugs, oseltamivir (Tamiflu®, Roche) given orally (twice daily for 8 days), baloxavir (Xofluza®, Shionogi, Roche) given orally as a single dose, and peramivir (Rapivab®, Biocryst) given by tail-vein injection once daily for 8 days. The survival lifespan results are shown in the table below.

We were pleasantly surprised to find that the NV-387 oral treatment led to nearly 2.5 to 3 three times more increased survival compared to the three approved drugs, by 7 days, whereas the three approved drugs led to a survival of only 2 to 3 days over vehicle-treated animals that survived 8 days.

We reported on these results in a press release dated May 6, 2024.

We also studied the effect of NV-387 treatment on the lung mucus index, as well as lung immune cell infiltration in this animal trial. Lung mucus index is a parameter that measures the lung congestion and relates to pneumonia symptoms. Lung immune cell infiltration relates to virally induced lung damage that is actually caused by the cytotoxic cells of the immune system that kill infected cells. The results are shown in the table below.

We found that NV-387 significantly reduced lung mucus index, as well as cell-killing immune cell infiltration into the lungs. The results indicate that NV-387 oral treatment resulted in significant reduction in lung infiltration and lung cell death. Lungs of infected animals treated with NV-387, orally, showed very limited presence of infiltrating cell-killing immune cells that are known to be an important cause of lung damage, in addition to the direct lung damage from infected cell death caused by the virus itself. Further, the overall lung damage was found to be significantly reduced upon NV-387 treatment.

The results further indicated that NV-387 treatment resulted in significant reduction in mucus load in the lungs. The extent of mucus in the lung tissue was substantially reduced in the case of NV-387 treatment a positive finding. The mucus index value in the case of NV-387 oral treatment was about 53, as compared to the infected untreated animals that had a mucus index value of 138. Mucus is secreted by secretory cells in response to viral infection in an attempt to clear the virus, but it results in reduced lung capacity and eventually can lead to pneumonia. Thus, reduction in mucus load is an important sign that the progress of the viral infection is arrested.

These results indicate that NV-387 treatment led to a significant level of protection of lungs in Balb-c mice lethally infected with Influenza A H3N2 virus.

We reported on these results in a press release on June 20, 2024.

Given the broad range of activity of NV-387 against different types of viruses, we believe that these results of activity of NV-387 against Influenza A/H3N2 lead us to believe that NV-387 likely possesses significant activity against other influenza viruses as well, including high path avian influenza (HPAI; H5Nx Bird Flu).

It is important to note that resistance against small chemical influenza drugs has emerged. The amantadine class of drugs is now largely ineffective. Oseltamivir resistant mutants are known. Peramivir is not used very much for various reasons. In a Phase III clinical trial of baloxavir, over 10% of the patients were found to have the virus evolved into resistant mutants.

Thus NV-387 with its broad spectrum and unlikely escape of virus is expected to become an important weapon in the treatment of influenza virus infections.

Activity of Oral NV-387 in Lethal Intra-digital Poxvirus Infection in Mice Matched that of Approved Drug Tecovirimat; Activity of Combination of NV-387 and Tecovirimat was Significantly Better than Either Drug Alone

We conducted evaluation of activity of NV-387 compared to the approved drug tecovirimat (TPOXX®, SIGA) in a lethal model of mousepox (ectromelia) virus intra-digital footpad infection in mice. This model emulates the virus infection by transfer of virus via skin

abrasion, a mode of infection that has been found to be the dominant mode in Mpox virus epidemics in the West. The results are shown in the table below.

In this trial, we found that the activity of NV-387 matched that of tecovirimat, the approved drug for smallpox which was used in the recent MPox epidemics in the West. Both drugs led to approximately 75% increase in survival of the animals. Moreover, treatment with an oral co-formulation of NV-387 and tecovirimat together developed by us (that we call NV-387-m-T, “m” for “mixed-in”), led to a significantly increased survival improvement of about 112% compared to either drug given alone.

We reported on these results in a press release dated November 14, 2023.

Activity of Oral NV-387 in Lethal Lung Poxvirus Infection in Mice Matched that of Approved Drug Tecovirimat; Activity of Combination of NV-387 and Tecovirimat was Significantly Better than Either Drug Alone

We also conducted evaluation of activity of NV-387 compared to the approved drug tecovirimat (TPOXX®, SIGA) in a lethal model of mousepox (ectromelia) virus lung infection in mice. This model emulates the virus infection that would be caused in the case of aerosolized virus, a mode of infection likely in a potential bio-terrorism attack, and that was also observed in natural smallpox epidemics. The results are shown in the table below.

In this trial, we found that the activity of NV-387 substantially matched that of tecovirimat, the approved drug for smallpox which was used in the recent MPox epidemics in the West. Both drugs led to approximately 85-100% increase in survival of the animals. Moreover,

treatment with an oral co-formulation of NV-387 and tecovirimat together developed by us (that we call NV-387-m-T, “m” for “mixed-in”), led to a significantly increased survival improvement of about 138% compared to either drug given alone.

We reported on these results in a press release dated May 8, 2024.

Activity of Oral NV-387 in Lethal Lung Infection by Measles virus in humanized CD150-knock-in Mice Indicates NV-387 Would be a Drug Candidate for Treatment of Measles for Regulatory Development

We performed a study to evaluate the potential effectiveness of NV-387 in a lethal lung viral infection caused by measles virus in humanized hCD150+(knock-in) mice. Measles requires the human CD150 cognate receptor to be expressed on the immune cells to cause productive infection. Therefore, it was necessary to use humanized mice.

We hypothesized that NV-387 could be an effective candidate because measles virus first binds to the HSPG as attachment receptor, concentrating next to cells to mount an attack by binding to the CD150.

In this lethal humanized animal model of respiratory infection with measles virus, NV-387 increased survival of animals to 17 days on average compared to 7.4 days in untreated animals, an increase of 130%. There were no signs of toxicity from the drug NV-387. Additionally, dose-dependent increase in survival was observed. These data demonstrate that NV-387 could be an effective drug for the treatment of measles.

We published these data in a press release on July 21, 2025.

Development Program for NV-387

With this broad-spectrum activity of NV-387 against a large number of substantially different types of viruses, we have now developed a cost-effective strategy for further development of NV-387 towards commercialization that would potentially enable non-dilutive funding, rapid approval pathways, and early revenues.

Smallpox, Biodefense, and the US FDA Animal Rule

Tecovirimat (“TPOXX®”, SIGA Pharmaceuticals) is an approved smallpox therapeutic. It was mobilized from the US Government stockpile for the treatment of Mpox infection during the recent MPox epidemic. Additional therapeutics that work with Tecovirimat such as NV-387 may reduce the required dosage and dosing period enabling rapid patient recovery.

Smallpox-causing Variola virus is considered a significant biodefense threat. While smallpox vaccines are available, their general public health usage has stopped after Smallpox was declared eradicated in 1980, leaving persons under the age of about 45 vulnerable.

Tecovirimat is stockpiled by the Biomedical Advanced Research and Development Authority (BARDA) under Project BioShield. BARDA awarded an original development and procurement contract worth approximately $435 million to SIGA in 2011, followed by another procurement contract in 2018 upon regulatory approval worth approximately $629 million. SIGA announced in July 2023 that it has received new procurement orders of approximately $138 million for TPOXX from the U.S. Government. SIGA booked approximately $85 million in sales in the first 6 months of 2025 and disclosed additional awards of $27 million to support further development and manufacturing of tecovirimat according to their press release in August, 2025. These numbers clearly indicate the revenue potential for a smallpox treatment.

There is significant interest in the development of a smallpox therapeutic drug that works well by itself, as well as in combination with the known drug, tecovirimat. Tecovirimat has a low barrier of virus escape - a single mutation in one protein can enable the virus to escape this drug, adding to the significance of additional smallpox drug development.

Since human clinical trials are not feasible for the deadly Variola virus, infection of the related animal viruses in their native species is used for evaluation of drug effectiveness under the FDA “Animal Rule.” Variola (Humans), Mpox (Monkeys), Ectromelia (Mice), and Rabbitpox (Rabbits) are some of the closely related pathogenic viruses belonging to the Orthopoxvirus genus (with their native hosts listed in parentheses).

The animal-rule based efficacy studies conducted under GLP conditions substitute for the usual Phase II/III human clinical efficacy trials for regulatory approval under the Animal Rule. Additional human safety clinical studies are expected to be required.

The Animal Rule pathway is expected to enable rapid regulatory development of NV-387 as a smallpox therapeutic towards approval. In addition, the data from our Phase II clinical trial evaluating NV-387 as a treatment of MPox, assuming positive results, should enable approval of NV-387 for treatment of smallpox as well, since both are orthopoxviruses.

MPox is a Potential Global Pandemic Threat and There is No Effective Treatment – An Unmet Medical Need

MPox is the disease caused by infection by the virus called MPXV (Monkeypox virus). A first declaration of Public Health Emergency of International Concern (PHEIC) for MPox Clade II was made by the WHO in July 2022, and it continued for approximately one year thereafter. Spread of MPXV Clade II from African countries into the Western World led to this declaration, which is short of a declaration of a pandemic. MPXV Clade II is contagious but requires sustained bruising skin contact. It has remained limited, driven primarily by sexual contact, in the MSM and associated population in the Western World, including the USA. This ongoing outbreak of Clade 2 MPox has spread to 122 countries and is now considered endemic, including in the Western World.

MPox Clade Ia is endemic in many African countries including the DRC. A rapid increase in cases of MPox prompted the Africa CDC to declare a regional Public Health Emergency of Continental Security (PHECS) on August 10, 2024. Children were the majority of cases associated with this new outbreak, caused MPox Clade Ib, a new variant of Clade I, unlike previous outbreaks that primarily affected adults. WHO followed with a new PHEIC declaration on August 14, 2024. The virus continued to rage through DRC and spread through neighboring countries. Initial scattershot vaccination effort in DRC using Jynneos did not control the spread of the virus. The PHEIC was ended by the WHO on September 5, 2025, but the Africa CDC has continued the regional PHECS declaration citing new surges emerging in Ghana, Liberia, Kenya, Zambia, and Tanzania, with fresh introductions of the virus reported in Malawi, Ethiopia, Senegal, Togo, The Gambia, and Mozambique (https://africacdc.org/news-item/mpox-still-a-continental-emergency-africa-cdc-advisory-group-recommends/ ).

The MPox virus circulating in DRC and neighboring regions is of Clade Ia and Clade Ib subtypes, with the latter predominant. Clade Ib is more transmissible of the two, which is why it has resulted in a sustained epidemic. The MPox Clade Ia case fatality rate (CFR) is about 3%-11%whereas the CFR for Clade Ib is about 1%. The MPox Clade IIb is the virus causing continuing cases in the Western world, which causes a much less severe disease than Clade Ia/Ib and has a very low CFR, according to CDC. Sporadic cases of Clade I in the Western World continue to occur. Six separate travel-related MPox Clade I cases were reported in the USA that did not result in any further spread, since November 2024, according to the CDC (https://www.cdc.gov/mpox/situation-summary/index.html ).

MPox Clade II primarily causes localized rash that is very painful and persists for several days or months. MPox Clade I generally causes rash all over the body, and also inside the oral cavity, which is very painful and also affects the ability of the patient to swallow, causing food intake issues and leading to hospitalization.

A 2-dose vaccine called Jynneos (Bavarian Nordic), originally developed for smallpox (caused by the Variola virus) has been approved for MPox. Jynneos is a live vaccine produced from the strain Modified Vaccinia Ankara-Bavarian Nordic (MVA-BN), an attenuated, non-replicating orthopoxvirus.

While vaccination has started in DRC, overall, the uptake of available vaccines has remained lower than anticipated due to logistical, operational, and financial barriers, according to the report of the International Health Regulations (2005) (IHR) Emergency Committee for MPox of the WHO on June 5, 2025.

There is no treatment for MPXV Clade II or for Clade I, and this remains an unmet need. Tecorimat, approved for smallpox under the US FDA Animal Rule, failed in clinical trial to demonstrate efficacy. Brincidofovir entered a clinical trial for evaluation as a treatment for Mpox in January 2025, and was expected to have topline results available by March 2025. The status of this clinical trial is unknown. Brincidofovir is not applicable across all population because of several side effects and a black box warning as described in its prescribing information.

NV-387 was found to have strong activity against an animal model of orthopoxvirus infection which is a standard model used for both Smallpox and MPox therapeutics developments. NV-387 activity in the dermal infection model as well as the direct lung infection model was at least equivalent to that of tecovirimat. Based on the broad spectrum of activity of NV-387, this drug is not expected to carry the

liability of virus escape by a single point mutation that is known to be possible upon treatment with tecovirimat. NV-387 treatment did not result in any reportable adverse events in a Phase I clinical trial in healthy subjects, indicating excellent safety, unlike the black-box-warning and adverse event liabilities described in the brincidofovir prescribing information.

Thus we believe that NV-387 has a high likelihood of success as a treatment for MPox in the Phase II clinical trial. If successful, the dataset generated would also help towards approval of NV-387 as a treatment for smallpox.

NV-387 Has a High Likelihood of Success as a Treatment of Smallpox – Biodefense Application

Further, we believe that NV-387 is a strong potential candidate for approval as a treatment for smallpox under the US FDA Animal Rule, based the animal study data. If approved, there is potential of significant revenues in hundreds of millions of dollars as well as help with manufacturing and further advanced development of NV-387 from US Government agencies.

The Importance of Treatment for RSV Infection in Pediatric Population – An Unmet Medical Need

Each year in the United States, an estimated 58,000–80,000 children younger than five years old are hospitalized due to RSV infection. Globally, RSV is a common cause of childhood Acute Lower Respiratory Infection (ALRI, which includes pneumonia) and a major cause of hospital admissions in young children. Globally in 2015, 33 million episodes of RSV-ALRI, resulted in about 3.2 million hospital admissions, and 59,600 in-hospital deaths in children younger than five years. About 45% of hospital admissions and in-hospital deaths due to RSV-ALRI occur in children younger than six months old.

There are No Effective Treatments for RSV

Three vaccines have recently been approved for RSV prophylaxis. Arexvy (GSK), and Abrysvo (Pfizer) were approved in May 2023 for use in adults over 60 years of age and both reduced severity of RSV infection. Mresvia (Moderna), an mRNA vaccine, was approved for medical use in the United States in May 2024. Abrysvo also received approval for use by pregnant women at 32-36 weeks of pregnancy in order to confer protective antibodies against RSV to the fetus for protection of infant when born despite concerns regarding premature childbirths. There are no RSV vaccines currently approved for infants and children.

However, there are no effective therapeutics for RSV to date. Ribavirin is conditionally approved only for patients with high risk of progressively severe RSV disease, due to significant side effects including hemolytic anemia and kidney failure. Synagis (palivizumab), an antibody, is approved only as a prophylactic in children and infants at high risk of severe RSV infection, but it is not approved for treatment of RSV infection. Nirsevimab (Beyfortus, AstraZenecka), another antiviral monoclonal antibody, has been approved for the prevention of RSV lower respiratory tract disease in newborns and infants during their first RSV season that requires a single dose to confer season-long protection from RSV infection. None of these drugs are approved for treatment of RSV infection after it occurs.

Market Size of RSV Therapeutics is Expected to Hit $8.73 Billion by 2031

In June 2023, GrowthPlus Reports reported that the market size for RSV therapeutics was worth $1.8 billion in 2022, and is expected to grow at a CAGR of 18.9%, reaching $8.73 billion by 2031 (https://www.growthplusreports.com/report/respiratory-syncytial-virus-rsv-therapeutics-market/8519).

NV-387 for the Treatment of Influenza Infections

The market size for Influenza and Bird Flu is estimated at $4.6 billion in 2024, growing to an estimated $5.9 billion in three years, at a rate of 8.5% as reported by DelveInSight (https://www.delveinsight.com/report-store/influenza-a-infections-market? utm_source=cision&utm_medium=pressrelease&utm_campaign=spr). In case a pandemic occurs, reality may outrun such projections by magnitudes, as was seen with the COVID pandemic.

NV-387 Phase II for Viral Acute and Sever-Acute Respiratory Infections (Viral ARI and SARI)

We are planning a novel, adaptive “basket-type” clinical trial of NV-387 for the treatment of viral respiratory infections. In a single clinical trial, we will be able to generate data regarding the effectiveness and tolerability of NV-387 in patients affected by a number of different viral infections that include Influenza viruses, RSV, Coronaviruses (including SARS-CoV-2 that caused COVID-19 pandemic),

hMPV, as well as certain other viruses. We can then utilize the data to strategize further development for specific indications as well as for further development as an emperic antiviral therapy. In particular, we plan on utilizing the data from adult RSV patients to further the development of NV-387 as a treatment for pediatric RSV patients.

Strong Market Potential of NV-387

Thus, we believe NV-387 alone may propel NanoViricides towards great success in a near-term horizon. We plan to license or co-develop our various drug candidates against multiple viral diseases to other pharma companies. In addition, we plan to seek non-dilutive funding for the development of drugs that are of interest for biodefense.

Our IND-Ready Drug Candidate, NV-HHV-1 Skin Cream for the Treatment of Shingles

We have previously developed NV-HHV-1 and formulated it as a skin cream for the treatment of Shingles rash, NV-HHV-1 has completed IND-enabling studies. We plan on undertaking further development of NV-HHV-1 into human clinical trials once our NV-387 based drug candidates progress further in clinical trials.

Licenses, Patents, Trademarks, Proprietary Rights: Intellectual Property

Licenses from TheraCour

Our drug development business model was formed in May 2005 with a license to the patents and intellectual property held by TheraCour Pharma, Inc. (TheraCour) that enabled creation of drugs engineered specifically to combat viral diseases in humans. This exclusive license from TheraCour serves as a foundation for our intellectual property. We have a worldwide exclusive license to this technology for several field of application verticals with specific targeting mechanisms for the treatment of a number of human viral diseases. TheraCour owns approximately 21% of our voting capital stock and, Anil Diwan, our Founder, President and Executive Chairman, owns approximately 90% of TheraCour’s capital stock.

Our drug candidates are licensed from TheraCour, and are developed by TheraCour for the Company on the basis of several patents, patent applications, provisional patent applications, and other proprietary intellectual property know-how held by TheraCour. Unlike usual pharma industry licenses that are specified for single chemical entities or for groups of similar chemical entities, our licenses are specified for the vertical application field of use, thereby providing us with a large universe of diverse development candidates under the same umbrella. Further, the licenses are held by NanoViricides for worldwide use and can be sub-licensed. The licenses can revert only in the case of a default by NanoViricides. The terms of default are such that, effectively, TheraCour would be able to take the licenses back only in the event that NanoViricides declares insolvency and inability to conduct its business.

We have exclusive licenses from TheraCour for drug candidates derived from and based on TheraCour’s technologies for several viruses. In 2005, we obtained a license from TheraCour for the treatment of the following human viral diseases: Human Immunodeficiency Virus (HIV/AIDS), Influenza including Asian Bird Flu Virus (INF), Herpes Simplex Virus (HSV-1 and HSV-2), Hepatitis C Virus (HCV), Hepatitis B Virus (HBV), and Rabies. Thereafter, on February 15, 2010, we entered into an TheraCour-Nanoviricides Additional License Agreement (“Additional License Agreement”) with TheraCour granting the Company the exclusive licenses for technologies developed by TheraCour for the additional virus types for Dengue viruses (DENV), Japanese Encephalitis (JEV), West Nile Virus (WNV), viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes Keratitis, and Ebola/Marburg viruses. While herpes simplex viruses were already specified as licensed previously, the term “ocular herpes keratitis” was added to this additional license agreement at the specific request of the Company for clarity only. In addition, we completed the process of licensing the VZV (shingles, chicken pox virus) field from TheraCour in November 2019. We further completed the process of licensing antivirals for the field of human coronavirus indications in September 2021 under the COVID agreement. As in the past, as and when advised by counsel, we will seek additional licenses to verticals of antiviral fields from TheraCour. To date, TheraCour has not withheld any licenses for antiviral nanomedicines that NanoViricides has requested.

We retain worldwide exclusive rights to commercially develop, commercialize, and market the licensed products. We pay TheraCour for the R&D work asked to be performed by the Company to develop these drugs, their chemistries, formulations, and manufacturing processes, substantially at cost, with a certain fee as specified in the license agreements. We may perform initial developmental testing by ourselves and through third parties, such as academic labs, government institutions, contract research organizations, for safety and effectiveness, among other tests. The Company may perform further IND-enabling advanced pre-clinical studies using third parties,

such as contract research organizations, usually on clinical drug candidates. We expect to perform human clinical trials using contract research organizations with expertise in such clinical trials. We intend to sponsor the drugs for commercialization activities and obtain the rights of commerce under various regulatory authorities for its own use.

We focus our research and clinical programs on specific anti-viral therapeutics and are seeking to add to its existing portfolio of products through our internal discovery and clinical development programs and through an in-licensing strategy. To date, we have not commercialized any product.

For all the licensed fields, we control the research and work TheraCour performs on our behalf and no costs may be incurred without the prior authorization or approval by us.

The TheraCour technologies and patents required for execution of our work in the licensed fields and licensed products are automatically licensed to us even if such technologies and patents are developed after the license agreements themselves.

Patents, Patent Applications, Proprietary Rights

Patents and other proprietary rights are essential for our operations. If our drugs are protected by a properly designed and enforceable patent, it can be more difficult for our competitors to use our technology to create competitive products and more difficult for our competitors to obtain a patent that prevents us from using technology we create. As part of our business strategy, in conjunction with TheraCour, we actively seek patent protection both in the United States and internationally and intend to file additional patent applications, when appropriate, to cover improvements in our compounds, products and technology. We also rely on trade secrets, internal know-how, technological innovations and agreements with third parties to develop, maintain and protect our competitive position. Our ability to be competitive will depend on the success of this strategy.

A new international PCT patent application regarding coronavirus drug candidates, PCT/US21/39050, entitled “Self-Assembling Amphiphilic Polymers As Anti-Covid-19 Agents,” was filed under the Patent Cooperation Treaty (PCT) on June 25, 2021. An additional international PCT patent application that builds on this application regarding coronavirus drug candidates, PCT/US22/35210, entitled “Self-Assembling Amphiphilic Polymers As Anti-Covid-19 Agents,” was filed on June, 28, 2022, with a requested priority date of the 2021 application. Our anti-COVID drugs are based on polymeric micelle nanomedicine technologies developed by TheraCour and its affiliate, AllExcel, Inc. (“AllExcel”). The inventors at AllExcel have filed these two broad PCT patent applications that form the basis of our two lead drug candidates, namely, NV-CoV-2 and NV-CoV-2-R. These new patent applications cover the new technologies, compositions, formulations, processes, manufactured products, and methods of use, among other specifics.

The nominal expiry date for patents resulting from these two PCT applications would be 20 years, after filing and if issued, i.e. June 24, 2041, and could be extended in certain countries under regulatory extensions to as late as into the year 2043, providing a significant commercial runway.

We believe that our drugs by themselves may be eligible for patent protection. We, in conjunction with TheraCour, plan on filing patent applications for protecting these drugs when we have definitive results that enable clinical drug development. We believe this strategy would maximize the available commercial patent life for many of our future drugs well beyond 2043. We intend to file the patent application for HerpeCide before entering human clinical trials, as we have done for our Coronavirus program. The estimated expiry date for the HerpeCide patents, if and when issued, would be no earlier than 2044-2049.

The Company has licenses to key patents, patent applications and rights to proprietary and patent-pending technologies related to our compounds, products and technologies (see Table 1), but we cannot be certain that issued patents will be enforceable or provide adequate protection or that pending patent applications will result in issued patents.

We have previously announced certain important issuances of patents on the TheraCour® technology underlying our Nanoviricides® drugs. A total of at least 61 patents have been issued globally, on the basis of the first two international PCT patent families that cover the fundamental aspects of the platform technology we license from TheraCour. Additional patent grants are expected to continue as the applications progress through prosecution processes. All of the resulting patents have substantially broad claims. These patents have nominal expiry dates in 2026 to 2029.

The patent expiry dates can be further extended in several countries and regions for the additional allowances due to the regulatory burden of drug development processes, or other local considerations, such as licensing to a local majority held company. Many countries allow up to five years extension for regulatory delays.

We believe that the novel compositions disclosed in these patent applications, and additional proprietary intellectual property provide the necessary features that enable the development of nanoviricides. We believe that no other published literature materials or existing patents are capable of providing all of the necessary features for this development, to the best of our knowledge. However, we have no knowledge of the extensive active internal developments at a number of companies in the targeted therapeutics area.

TheraCour may obtain patents for the compounds many years before we obtain marketing approval for them. Because patents have a limited life, which may begin to run prior to the commercial sale of the related product, the commercial value of the patent may be limited. However, we may be able to apply for patent term extensions, based on delays experienced in marketing products due to regulatory requirements. There is no assurance we would be able to obtain such extensions. Patents relating to pharmaceutical, biopharmaceutical and biotechnology products, compounds and processes such as those that cover our existing compounds, products and processes and those that we will likely file in the future, do not always provide complete or adequate protection. Future litigation or reexamination proceedings regarding the enforcement or validity of our licensor, TheraCour’s existing patents or any future patents, could invalidate TheraCour’s patents or substantially reduce their protection. In addition, the pending patent applications and patent applications filed by TheraCour, may not result in the issuance of any patents or may result in patents that do not provide adequate protection. As a result, we may not be able to prevent third parties from developing the same compounds and products that we have developed or are developing. In addition, certain countries do not permit enforcement of these patents, and manufacturers are able to sell generic versions of our products in those countries. We also rely on unpatented trade secrets and improvements, unpatented internal know-how and technological innovation. In particular, a great deal of our material manufacturing expertise, which is a key component of our core material technology, is not covered by patents but is instead protected as a trade secret. We protect these rights mainly through confidentiality agreements with our corporate partners, employees, consultants and vendors. These agreements provide that all confidential information developed or made known to an individual during the course of their relationship with us will be kept confidential and will not be used or disclosed to third parties except in specified circumstances. In the case of employees, the agreements provide that all inventions made by the individual while employed by us will be our exclusive property. We cannot be certain that these parties will comply with these confidentiality agreements, that we have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently discovered by our competitors.

Out-Licensing to Karveer Meditech Private Limited, India (KMPL)

On March 27, 2023 we entered into a license agreement with KMPL wherein we granted to KMPL a limited, non-transferable, exclusive license for the use, sale, or offer of sale in India of the two clinical test drug candidates titled as NV-CoV-2 and NV-CoV-2-R for the treatment of COVID in patients in India. KMPL has engaged in further drug development in India including sponsoring of drug candidates for human clinical trials in India and has acted as clinical trials manager for such clinical trials. KMPL shall provide NanoViricides with all reports of the clinical trials and the Company can use such reports for further advancement of the drug candidates with regulatory authorities outside India. In consideration, KMPL will be reimbursed by us for all direct and indirect costs incurred for the clinical trials and development activities with a customary clinical trials manager fee of thirty (30%) of such costs and applicable taxes. Upon commercial sales of any resulting approved drugs, KMPL will pay the Company a royalty of seventy (70%) percent of the final invoiced sales less costs to unaffiliated third parties. Dr. Anil Diwan, our Founder, President and Executive Chairman, is a passive investor in KMPL. His ownership interest does not provide him with control or significant influence over KMPL.

Trademarks

The Company currently has no registered trademarks.

Corporate Events - Financing

We had approximately $1.6 million cash in hand as of June 30, 2025, the end of the reporting period. In addition, in February 2024, we obtained a $2 million financing in the form of a line of credit from Dr. Anil Diwan, our founder, President and Executive Chairman. On September 26, 2024, this credit line was increased to $3 million, and extended to cover the period ending March 31, 2026, with no other changes in the terms. On July 1, 2025 the maturity date of the line of credit was extended from March 31, 2026 to March 31, 2027.

We spent approximately $8.5 million in cash on operating activities during the year ended June 30, 2025, an increase of approximately $2.2 over the $6.3 million in cash expenditures in the prior year ending June 30, 2024; the increase was primarily due to clinical trial expenditures and investor outreach expenses.

Additionally, we have long term assets of $6.8 million post-depreciation and amortization that represent our facilities.

We believe we have sufficient financing to close the Phase Ia/Ib clinical trial of NV-387 with completion of a final clinical study report, and additionally to perform the necessary regulatory activities in preparation of initiating a Phase II clinical trial for the evaluation of efficacy of NV-387 for the treatment of MPox infection.

On May 5, 2023, we filed a registration statement on Form S-3 (File No. 333-271706) with the Securities and Exchange Commission (the “SEC”), as amended on May 8, 2023, which registration statement was declared effective by the SEC on May 22, 2023. Under this shelf registration process, we may, from time to time, sell up to $150 million in the aggregate of shares of common stock, shares of preferred stock, debt securities, warrants and units.

On or about August 1, 2023, our ATM Sales Agreement was amended to name EF Hutton, division of Benchmark Investments, LLC as the only sales agent (the “Agent”) and to remove B. Riley Securities, Inc. as a sales agent. On August 4, 2023, we filed a prospectus supplement relating to the issuance and sale of our common stock, par value $0.00001 per share, having an aggregate offering price of up to $5,713,022 from time to time through or to our Agent. These sales, if any, will be made pursuant to the terms of the amended ATM Sales Agreement between us and the Agent.

On April 5, 2024 we entered into a new sales agreement (“Sales Agreement”) with EF Hutton LLC (now D. Boral Capital), the Sales Agent, pursuant to which we may offer and sell, from time to time, through or to the Sales Agent, shares of common stock having an aggregate offering price of up to $50 million (the “ATM Offering”). As of June 30, 2024 we sold 1,308,651 shares of our $0.00001 par value common stock at an average price of $2.47 under the Sales Agreement. The net proceeds from the offering were approximately $3,120,000 after deducting underwriting discounts and other offering expenses.

From July 1, 2024 through June 30, 2025 we sold 3,351,096 shares of our $0.00001 par value common stock at an average price of approximately $1.64 under the Sales Agreement. The net proceeds from the offering to the Company were approximately $5,296,000 after deducting underwriting discounts and other offering expenses.

We believe that we have several important milestones, including data from and final reports from the Phase Ia/Ib human clinical trial for our broad-spectrum drug NV-387. Additional milestones include filing of aclinical trial application for Phase II clinical trial of NV-387 for MPox indication. Anticipated approval of the CTA, and initiation of the Phase II clinical trial for MPox. Interim Datasets regarding the Safety and Effectiveness of NV-387 for the treatment of MPox, and the completion of the Phase II Clinical Trial for MPox. as Additional anticipated milestones are filing of clinical trial application for Phase II clinical trial of NV-387 for viral-ARI/SARI indication. We anticipate approval of this clinical trial application, and the initiation of the Phase II clinical trial.We also anticipate interim datasets regarding the safety and effectiveness of NV-387 for the treatment of multiple respiratory viral infections.

Additional milestones we look forward to include: orphan drug designation filing to the US FDA for NV-387 for the treatment of MPox, Orphan drug designation filing to the US FDA for NV-387 for the treatment of Smallpox, orphan drug designation filing to the US FDA for NV-387 for the treatment of Measles, Pre-IND Application filing to the US FDA for Smallpox/MPox/Orthopoxviruses, and an IND filing to the US FDA, possibly for NV-387 for the treatment of smallpox under the FDA “Animal Rule”.

We plan on initiating the Phase II clinical trial to evaluate NV-387 for the treatment of MPox as soon as feasible.

We believe that as we achieve these milestones, our ability to raise additional funds in the public markets would be enhanced. However, there is no guarantee that the Company will be able to raise funds on terms acceptable to it, or at all.

Our drug development strategies may be influenced by considerations regarding the ability to engage into licensing or co-development relationships with other pharmaceutical companies. Pharmaceutical drug development is an expensive and long duration proposition. Our current plan is focused on developing NV-387 for MPox indication and for Respiratory Viruses including Influenza and RSV to the necessary stage(s) for potential collaborations, followed by similarly developing NV-HHV-1 for shingles and the follow on systemic anti-herpesviruses drug candidate in the HerpeCide program to the necessary stage(s) for fruitful collaborations. Such licensing or co-development relationships may entail upfront payments, milestones payments, cost sharing, and eventual revenue sharing, including royalties on sales. There is no guarantee that we will be able to negotiate agreements that are financially beneficial to us. We intend to develop our drugs on our own if a suitable collaboration does not occur. As and when needed, management plans to continue to raise additional funds for our continuing drug development efforts from public markets. However, there can be no assurance that we will be successful in obtaining sufficient financing on terms acceptable to us.

Investor Outreach

We have presented at various investor and partnership conferences.

On October 28, 2024, Dr. Anil Diwan presented a talk on the Opportunities Created by the Nanoviricides Platform Technology to Enable Oral Delivery of Otherwise Injectable Drugs at the PODD Conference in Boston, MA. The PODD Conference is focused on Partnership Opportunities in Drug Delivery.

On November 04, 2024, Dr. Anil Diwan gave an Investor Presentation at the Spartan Capital Conference in New York City, NY.

On December 12, 2024, Dr. Anil Diwan gave a short Investor Presentation at the Landmark Virtual Forum.

On January 14, 2025, Dr. Anil Diwan gave a presentation focused on the Phase II-Ready Revolutionary Host-Mimetic Broad-Spectrum Antiviral Treatment, NV-387, at the Biotech ShowCase Conference in San Francisco, CA.

On January 29, 2025, Dr. Anil Diwan gave an Investor Presentation at the Micro-Cap Conference-2025 in Atlantic City, NJ.

On May 14, 2025, Dr. Anil Diwan attended and met with several investors at the networking event, D. Boral Capital Inaugural Conference, in New York City, NY.

On June 5, 2025, Dr. Anil Diwan attended the first event in the By-Invitation-Only FDA meeting “CEO Forums An FDA Listening Tour to Engage Pharma CEOs,” in Silver Spring MD, where concerns of innovative small pharma developers, particularly in the rare/orphan disease space, and FDA strategies for incentivizing and speeding up such drug development were discussed by the FDA Commissioner Dr. Marty Makary and his FDA team. Dr. Makary discussed the newly unveiled FDA Commissioner’s Priority Review Voucher (CNPV) program as well.

On June 16, 2025, Dr. Anil Diwan gave a Presentation on the “A Revolutionary Strategy for Viral Infections - Emperic Treatment with NV-387 is Possible (Just Like Emperic Treatment of Bacterial Infections Became Possible with Penicillin)” at the BIO International Convention 2025 in Boston, MA.

Subsequent to the reporting period:

On July 22, 2025, Dr. Anil Diwan attended the Bipartisan Commission on Biodefense Meeting in Washington DC. The Bipartisan Commission on Biodefense was established in 2014 to conduct a comprehensive assessment of the state of U.S. biodefense efforts, and to issue recommendations to foster change.

On July 23, 2025, Dr. Anil Diwan gave a Selected Presentation on “NV-387, a Broad-Spectrum, Oral, Prophylactic and Treatment of Viral Threats to Warfighter” at the CWMD/MCDC 2025 Annual Membership Meeting in Baltimore, MD. MCDC is the Medical CBRN (Chemical Biological Radiation and Nuclear) Defense Consortium. CWMD is the Countering Weapons of Mass Destruction Consortium (https://www.medcbrn.org).

On August 26 and 27, 2025, NanoViricides gave a Poster Presentation at RRPV-BioMAP Annual Meeting, Hyatt Crystal City, Washington DC. RRPV is Rapid Response Partnership Vehicle, managed and operated for the US Biodefense Agency BARDA by Advanced Technologies, Inc. Dr. Anil Diwan also had an invitational meeting and discussions with certain BARDA officials regarding the role NV-387 could play in the US National Biodefense Preparedness and Response. (https://www.rrpv.org/).

On September 17, 2025, Dr. Anil Diwan gave a Presentation on the NanoViricides Platform technology at the Life Sciences Exchange (“LSX”) World Congress-2025 in the Biotech Showcase stream (https://informaconnect.com/lsx-world-congress-usa/).

On October 6-8, 2025, Dr. Anil Diwan will be attending the Greenwich Economic Forum-2025, by invitation (https://www.thegeforum.com).

Additionally, we routinely provide updates on our progress via press releases.

Business Development

As NV-387 matures past Phase I human clinical trials and towards Phase II efficacy evaluation “human proof-of-concept” stage, we believe that it should be of interest to potential collaborators for co-development and other opportunities. We have recently retained Aagami, Inc., for business development, specifically to seek licensing and partnering opportunities for our assets and platform technology. Aagami, Inc. is a life sciences consulting firm based in the suburbs of Chicago which offers strategic consulting services, business development support in regions where the client is unable to reach out due to bandwidth, technology licensing services, and business research & market intelligence services. To date, Aagami has arranged and we have conducted meetings with several potential collaborators interested in licensing and partnering opportunities for our assets and platform technology. Non-disclosure Agreements have been signed with some of the parties.

We plan on further enhancing our business development efforts in the coming year. We believe that as NV-387 advances into Phase II clinical trials, which are considered the human proof-of-concept for any pharmaceutical agent, the interest in our assets and technologies should increase.

NanoViricides Drug Programs

We are currently focused on developing NV-387 for multiple antiviral indications that include MPox, and Measles as Orphan Drugs, Smallpox for Biodefense, as well as Viral Acute Respiratory Infections (ARI and SARI), Influenza including H5N1 Bird Flu, RSV, and Coronaviruses.

Expansion of Indications for NV-387 and NV-387-based Modality 3 Drug Candidates

As previously noted, NV-387 is based on the S-PG class of attachment receptor(s) to which over 90% of human pathogenic viruses are known to bind. We plan on continuing evaluation of activity of NV-387 against additional viruses of interest in order to better define and harness its broad-spectrum antiviral potential.

Our Drug Programs

We have re-prioritized our drug development programs consistent with our resources.

To this end, we are focusing on advancing NV-387 into Phase II clinical trials as a treatment for MPox. The information from this clinical trial is expected to help with the development of NV-387 for the treatment of Smallpox, which we believe is an important biodefense need, based on conversations with experts in the field. We plan to pursue Smallpox drug development if non-dilutive funding becomes available.

Additionally, we are focusing on a world-first, novel, adaptive “basket-type” Phase II clinical trial for NV-387 as a treatment for viral upper respiratory infections, agnostic of the disease agent, as well as a treatment for viral lower respiratory infections, agnostic of the disease agent, in our newly developed ARI and SARI programs. The information from this clinical trial is expected to help with the development of NV-387 for the treatment of a number of respiratory viral diseases of importance, including Influenza (and Bird Flu H5N1), RSV, Coronaviruses, human-MetaPneumoVirus (hMPV), to name a few.

We plan on making NV-387 Oral Gummies available for the treatment of Measles cases under the Physician-Initiated IND Application(s) program of the US FDA. We plan on investigating the appropriate route for approval of NV-387 to treat Measles since the cases are very few and a robust clinical trial program is not feasible.

We plan to pursue NV-387 as a treatment for RSV infection towards the goal of regulatory approval for the treatment of pediatric RSV infections once we have sufficient resources to advance this important drug development program. We believe our Phase II ARI and SARI clinical trials will provide substantial information for pursuing the RSV programs forward.

We plan to pursue NV-387 as a treatment for Influenza infections once we have sufficient resources to advance this important drug development program. We believe our Phase II ARI and SARI clinical trials will provide substantial information for pursuing the Influenza and Bird Flu H5N1 programs forward.

Our high priority drug programs and approximate qualitative priority levels are described in brief in the Table 2 below.

a: The RSV program priority is lowered from prior annual report because of the current fiscal limitations of the Company. This program will be brought to high priority if sufficient funding for the clinical trials becomes available.

Our Drug Programs for Varicella Zoster Virus (VZV), Cause of Shingles and Chickenpox:

NV-HHV-1 skin cream for the treatment of shingles rash

NV-HHV-1 is our lead drug candidate in the HerpeCide™ program. It has advanced as a skin cream through pre-clinical development stages and at present it is at the IND application stage, with the design of clinical protocols, clinical site selection, and preparing for clinical trials, in process. Shingles is caused by reactivation of VZV (Varicella-Zoster Virus), which causes chickenpox in children.

Several additional indications in the HerpeCide™ program, including skin creams for the treatment of “genital ulcers” (HSV-2), and for the treatment of “cold sores” (HSV-1”) are expected to follow the shingles candidate into clinical development.

NV-HHV-1 is a Virus-Family-Specific drug candidate based on the Nanoviricides Platform Modality 2. The ligand used therein copies features of the HerpesVirus Entry Mediator (HVEM), which is the receptor used for cell entry by HSV-1 and HSV-2. It was not known whether VZV uses HVEM.

As part of the IND-enabling development of our topical skin cream for treatment of shingles rash, we have performed a substantial amount of safety and toxicology studies. We performed non-GLP safety toxicology studies in a rat model with two of the development stage candidates first. Both candidates were extremely well tolerated and no adverse events occurred. These safety/toxicology studies along with efficacy studies in the Human Skin Organ Culture model of Dr. Moffat, led us to identify a clinical candidate, namely, NV-HHV-1. We have performed IND-enabling non-GLP Safety Toxicology studies of this clinical candidate in multiple animal species. NV-HHV-1 was well tolerated at all dosages tested and none of the parameters tested were affected. A GLP Safety/Toxicology study of dermal treatment in mini-pigs also found that NV-HHV-1 was well-tolerated as a skin cream. These safety results are in agreement with histopathological observations in the human skin organ culture model studies.

We manufactured NV-HHV-1 in a cGMP-compliant manner at our own facility for its IND-enabling GLP Safety/Toxicology study. The drug substance, or active pharmaceutical ingredient (API) was produced at approximately 1Kg-scale. Drug products, i.e. different dose levels of the skin cream, were made at scales of 3-5kg batches.

We have conducted a Pre-IND Meeting with the FDA regarding NV-HHV-1 as treatment for Shingles rash, and received a response from the FDA in May 2019. In particular, the FDA agreed that the Company’s strategy for drug substance and drug product acceptance criteria is adequate. The FDA further agreed that the IND-enabling non-clinical studies proposed by the Company are generally adequate. The FDA also stated that the proposed design of the IND-opening human clinical studies appears reasonable at this time. The FDA made valuable suggestions in the pre-IND response. The additional non-clinical studies recommended by the Agency were generally consistent with our then-planned IND-enabling non-clinical studies. These studies have been completed subsequent to the Pre-IND Meeting.

Shingles and associated pain, post-herpetic neuralgia (PHN)

Shingles is caused by re-activation of the chickenpox virus that most humans acquire in childhood. The chickenpox vaccine for children is a live, attenuated virus (LAV). The LAV is not as pathogenic as the wild-type virus. However, this means the virus is present in the vaccinated individual, but remains suppressed by the immune system. In both vaccinated and unvaccinated persons, re-activation occurs when the immune system is suppressed which may be simply because of stress, advanced age, or some other immune modifying circumstances including immune-compromise due to organ transplants or other diseases. Generally, humans in the age range of 50-60 are more prone to shingles, with next reactivation occurring about 10-15 years later. There is a shingles vaccine approved for adults aged 60 and above which is also available for adults younger than that.

Acyclovir-based oral drugs, such as valacyclovir (Valtrex®), are available as systemic therapy for shingles. Intravenous acyclovir is also employed for treatment of various VZV indications. However, VZV is substantially less sensitive to (val) acyclovir than is HSV-1. Thus, the oral drug generally does not result in optimal level of the active drug at the site of VZV viral production, and does not result in significant control of the pathology. The antiviral drugs may be given for a period of 14 days or longer, with as much as 5g of dose per day, due to poor efficacy. In some indications, the treatment has been continued for a year or so. Thus, there is an unmet need for developing anti-VZV antivirals with high efficacy and safety.

Most adults with shingles recover in about 15-30 days from the shingles rash. While the rash is unsightly, its stinging pain is often the debilitating pathology that leads to lost workdays and other effects. Further, 65-70% of patients develop Postherpetic neuralgia, or PHN, a stinging, debilitating pain that lasts more than 30 days, and, in some patients, may last for years.

It is generally believed that PHN results from damage to the local nerve endings and nerve cells caused by the uncontrolled production of the shingles virus. However, VZV has been found to be present in at least 75% of PHN cases in a study, indicating a role for antivirals in controlling PHN. We believe that an effective therapy, such as our nanoviricide against VZV, which blocks progression of the virus to infect new cells and thereby limits further production of virus, would minimize the damage to nerve endings and nerve cells caused by the virus. We believe that this would minimize the occurrence, severity, and time period of PHN, in addition to having significant effects on the severity of shingles rash, lesions, and healing time.

In light of this we have conducted an animal study regarding the effect of our nanoviricide drug candidates against shingles on neuropathic pain in a classical animal model of pain (without VZV infection). On August 7, 2018, we reported that our anti-Shingles drug candidates were effective in ameliorating pain sensations in an animal model of abnormal pain. In this animal study, topical treatment with the nanoviricides® anti-VZV compounds significantly reduced the measures of abnormal pain sensations in a rat model of neuropathic pain. The study was conducted at AR BioSystems in Tampa, FL. A characteristic excruciating pain is a debilitating

pathology of shingles presentation. Thus a direct pain-reducing effect of the Company’s anti-shingles drug candidates would be very important in ameliorating the pathology of shingles, in addition to the already demonstrated significant antiviral effect.

We believe that a skin cream would be the best form of treatment to provide rapid control of the virus and shingles lesions patch expansion, since the shingles outbreak remains highly localized. A skin cream would afford much greater local exposure of drug to virus compared to a systemic oral or injectable treatment.

An effective therapy for patients with severe shingles continues to be an unmet need.

NV-HHV-1 Skin Cream is intended for topical (dermal) application directly onto the shingles rash. It is expected to be useful in mild to moderate cases with limited body coverage of the rash in non-hospitalized patients.

Importantly, NV-HHV-1 has shown broad-spectrum activity against HSV-1 (cause of “cold sores”), HSV-2 (cause of “genital ulcers”), and VZV (the varicella-zoster virus, that causes chickenpox in children and immune-compromised humans, and shingles in adults). We therefore believe that NV-HHV-1 Skin Cream may be useful as a topical treatment of HSV-1 “cold sores” and HSV-2 “genital ulcers” in addition to treatment of Shingles skin rash.

Our other HerpeCide program candidates in progress at present are mostly based on NV-HHV-1, thereby maximizing return on investments and shareholder value.

HerpeCide™ Drug Candidates Based on HVEM, the Potential Common Cognate Entry Receptor for the Nine Human Viruses in the Orthoherpesviridae Family Enable Additional Indications

As previously noted, NV-HHV-1 is based on copying the herpesvirus binding site on the human cellular receptor HVEM. Therefore, NV-HHV-1 is likely to be a potential pan-herpesviridae nature of our anti-HSV drug candidates is expected to enable several anti-herpes viral indications. HSV-1 primarily affects skin and mucous membranes causing “cold sores.” HSV-2 primarily affects skin and mucous membranes leading to genital herpes. HSV-1 infection of the eye causes herpes keratitis that can lead to blindness in some cases. In addition, human herpesvirus-3 (HHV-3), aka varicella-zoster virus (VZV) causes chickenpox in children and, when reactivated in adults, causes shingles. Shingles breakouts are amenable to topical treatment, as are the HSV cold sores, genital lesions, and herpes keratitis of the eye.

Topical treatment is expected to result in extremely high antiviral efficacy. This is because such treatment would provide higher concentrations of the antiviral at the site where the virus is manifesting at its highest levels. Highly effective topical treatments in most of these scenarios remain unmet medical needs. Most of these indications do not have satisfactory treatments at present, if any.

Many of the herpesvirus family infections may also warrant systemic therapeutics (oral or injectable) in addition to topical therapeutics, for greater effectiveness. As demonstrated with NV-387 oral bioavailability, we believe we have potentially orally available drug candidates in the herpesvirus drugs pipeline.

We are also developing possibly even more effective pan-herpes drugs compared to NV-HHV-1 based on Modality#3, i.e. by encapsulating replication inhibitors inside the polymeric micelle “belly” of NV-HHV-1. We have developed derivatives of the well-known anti-herpes drug acyclovir for efficient encapsulation within NV-387 for this purpose. Further, the treatment of herpes virus infections caused by acyclovir- and famciclovir- resistant mutants is currently an unmet medical need. We are developing replication-inhibitors addressing this resistance issue as well, that we plan on encapsulating within NV-HHV-1.

It is known that many of the human herpesvirus infections produce lifelong latent infections. The Modality 3 drugs we are making are expected to reduce the breakout frequency of such latent infections and may eventually cure the infection completely after repeated treatment. This is likely because it is well known that even repeated application of acyclovir-class of drugs in some patients leads to reduction in the breakout frequency or recurrence of herpes labilis (“cold sores”) caused by HSV-1. We do not expect that HHV-6A or HHV-6B infection could be cured by the Modality 3 approach because these two viruses are known to integrate their genome into human cells.

With additional indications in the diseases caused by viruses in the herpes virus family, it is likely that our HerpeCide program could expand into a much broader product pipeline than previously anticipated. We anticipate that many of these new drugs would be variations

on our current drug candidate for VZV, namely, NV-HHV-1. This should simplify drug development pathway and also maximize the Return on Investments (ROI).

We are developing drugs against three indications in the HerpeCide program in parallel at present, namely, HSV-1 “cold sores” (orolabial herpes and recurrent herpes labialis or RHL), HSV-2 “genital ulcers,” and VZV shingles. We are developing topical treatments (skin creams or lotions) for these three indications. All of the drug candidates in these three leading indications comprise common chemistry features and are based on the same family of ligands and polymers, enabling efficient parallel development.

We believe that our parallel development of these indications maximizes return on investment and shareholder value.

Of these, the shingles indication program has resulted in the clinical drug candidate NV-HHV-1, for which we are in the process of clinical trial design and clinical site selection, which will be a part of the IND application.

Our HerpeCide™ program has matured towards multiple drug indications. Besides the three indications listed above, modifications of the same drug candidates are anticipated to be developed into (iv) Eye Drops to treat ocular (i.e. external eye) Herpes Keratitis (HK) caused by HSV-1 or HSV-2, and possibly (v) Intra-Ocular injections to treat viral Acute Retinal Necrosis (vARN) caused by herpes viruses, primarily VZV, shingles (varicella zoster virus) and HSV-2, a cause of blindness.

In addition, we believe that the shingles drug candidate may be eligible for the PHN indication as well. PHN clinical studies are long and expensive, and we plan to advance the candidate for this indication only after its shingles indication clinical trials are completed. Further, the same drug candidate is expected to work against chickenpox in children. Chickenpox remains a sporadic epidemic disease despite vaccines.

Expansion to additional indications is likely, as we perform further studies. It is likely that some of these drug candidates with variations may be able to address diseases caused by the remaining human herpes viruses, namely EBV, HCMV, HHV-6A, HHV-6B, and HHV-7. We believe that such expansions would enable maximization of ROI and maximization of shareholder value.

Including the HerpeCide program explained above, we currently have about 11 different drug development programs, attesting to the strength of our platform technology.

We have chosen to focus strategically on the applications of NV-387 which was developed as a pan-coronavirus drug initially, and which appears to have a much broader spectrum of activity.

We believe that a skin cream for the control of HSV-1 “cold sores” (herpes labialis, and recurrent herpes labialis or RHL) is another drug candidate that may be close to entering human clinical trials. We have already achieved strong success in animal studies against HSV-1, as discussed above.

Eye Diseases Caused by Herpesviruses (HSV-1, HSV-2, VZV), Ocular Herpes Keratitis, viral Acute Retinal Necrosis

We believe that we will be able to successfully develop a drug candidate for Ocular Herpes Keratitis (HK) as well. HK is caused by HSV-1 or HSV-2 infection of the external eye. We are developing this drug as topical eye drops or eye lotion, in order to achieve maximum local drug effect while minimizing systemic exposure. We plan on testing these drug candidates against adenoviruses as well, to determine if the same drug would also be effective against epidemic keratoconjunctivitis (EKC, the severe “pink eye” disease). If the same drug works against herpes virus and adenovirus infections of the eye, we expect this drug may cover almost 99% of all external eye viral pathologies.

We also believe that we will be able to develop a drug against HSV-2 genital herpes. We plan on developing a skin cream for this indication, to maximize local effectiveness.

Viral Acute Retinal Necrosis (v-ARN)

We are also exploring additional indications of its anti-herpes drug candidates that are expected to broaden the pipeline and require limited development work. In particular, certain eye diseases of the retina have been causatively linked to herpes viruses. For example, most cases of viral Acute Retinal Necrosis (ARN), a disease that leads to severe loss of vision and can lead to blindness, have been

linked to VZV and HSV-2, with some also associated with HSV-1 or CMV infection of the eye. It is believed that, HSV-2 ARN in children and adolescents may result from undiagnosed and asymptomatic neonatal HSV-2 infection, which has reactivated several years later from latency in a cranial nerve and entered the retina. Currently, intravenous treatment followed with oral acyclovir derivatives daily for several months to years and sometimes intravitreal (into the eye) foscarnet injections are therapeutically employed with limited effectiveness, establishing the potential of effective antiviral therapy to avoid blindness as well as multiple surgeries related to retinal detachment. A highly effective antiviral that can be injected into the eye infrequently and provides sustained antiviral therapeutic effect over a long period of time for ARN is an unmet medical need.

Neonatally acquired herpes virus infections, even when asymptomatic, are thought to have led to ARN as late as age 22. There are approximately 2,500 cases per year of diagnosed neonatal herpes virus infections in the USA.

Our DengueCide™ Program

We intend to reengage the DengueCide program if and when non-dilutive funding such as research grants become available to us. At present we have not applied for any grants for this program.

Our HIVCide™ Program

We intend to re-engage the HIVCide program once the HerpeCide drug candidates enter human clinical trials, resource permitting. Previously, the drug candidates in the HIVCide™ program were found to have effectiveness equal to that of a triple drug HAART cocktail therapy in the standard humanized SCID-hu Thy/Liv mouse model. Moreover, the nanoviricides were long acting. Viral load suppression continued to hold for more than four weeks after stopping HIVCide treatment. We believe that this strong effect and sustained effect together indicate that HIVCide can be developed as a single agent that would provide “Functional Cure” from HIV/AIDS. We believe that substantially all HIV viruses can be cleared upon HIVCide treatment, except the integrated viral genome in latent cells. This would enable discontinuation of treatment until HIV reemerges from the latent reservoir, which may be several months without any drugs. Moreover, we believe that this therapy would also minimize the chances of HIV transmission. These drug candidates are effective against both the R5 and X4 subtypes of HIV-1 in cell cultures. We believe that these drug candidates are “broad-spectrum”, i.e. they are expected to be effective against most strains and mutants of HIV, and therefore escape of mutants from our drugs is expected to be minimal. Certain anti-HIV nanoviricides have already been demonstrated that appear to provide extended viral load suppression for as long as 30 days or more even after stopping the drug, in animal studies. Given the chronic nature of HIV/AIDS, such a drug that has long sustained effect is expected to provide significant benefits to the patient. We believe once a week dosing is possible for our anti-HIV drugs. Anti-HIV drug development is both expensive and slow because of the nature of the animal studies that require SCID mice whose immune system is destroyed and then replaced by surgically implanting and growing human immune system tissues in the mouse body. Due to our limited resources, HIVCide development is further hampered.

Adenoviral EKC

The Company is developing broad-spectrum eye drops that are expected to be effective against a majority of the viral infections of the external eye. Most of these viral infections are from adenoviruses or from herpes viruses. The Company has shown excellent efficacy of its drug candidates against EKC (adenoviral epidemic keratoconjunctivitis) in an animal model. If feasible, we are planning to merge the anti-EKC drug development program and the ocular Herpes Keratitis drug development program, to develop a single drug that is effective against both diseases, i.e. effective against both adenoviruses and herpes viruses. This work is in research stage.

Other Drug Programs: “Disease X”, MPox, Smallpox, Acute Flaccid Myelitis (AFM, EV68), Polio, Pediatric Acute Adenoviral Hepatitis, Ebola/Marburg, Rabies and Others

In addition, the Company also has research programs against Rabies virus, Ebola and Marburg viruses, and others. We will not be undertaking socially important programs such as the development of an anti-Zika virus drug candidate, or continuation of our efforts in developing anti-Ebola drug candidate, unless non-dilutive funding for such efforts becomes available. At present we have not applied for any grants for these programs.

Large Market Sizes –Targeting an Overall Anti-Viral Drug Market Size that Exceeds $40 Billion

Biodefense-related purchases in the Smallpox program, assuming NV-387 becomes an approved drug for treatment of smallpox, could reach $200 to $500 million for initial acquisitions and $100 to $300 million for supplemental requisitions thereafter, in the USA alone, based on historical data. Also, we believe it is possible to obtain non-dilutive funding for the development of NV-387 as a treatment for Smallpox infection. Our MPox program is expected to provide enabling data for the Smallpox initiative.

The current market size for RSV drugs in the USA alone is estimated to be about $2.6 billion in 2024, and expected to grow to about $8 billion by 2030 at an estimated 18+% CAGR.

The market size for Influenza drugs is estimated at ~$4.6 billion in 2024 growing to ~$5.9 billion in 2027, 8.35+% CAGR, estimated for the USA Market only. The market is expected to exceed $10 billion if and when an anticipated Bird Flu Pandemic hits.

The market size for a single drug that is effective against the triple-demic viruses, namely RSV, Influenza, and Coronaviruses, could easily exceed the sum of the market sizes above, and could be over $14 billion by 2030. Our Ari/SARI clinical trials program is designed towards the development of NV-387 as a revolutionary, virus-agnostic, empiric antiviral therapeutic.

The current market size for drugs for the treatment of different herpes simplex infections is estimated to be approximately $2-4 billion. We believe that when an effective topical treatment is introduced, the market size is likely to expand substantially, as it has for several drugs in the antivirals, oncology, and other areas.

If a highly effective drug against HSV-1 and HSV-2 recurrences is developed, we believe the Herpesvirus Drugs market size would explode, as was seen with Hepatitis C virus.

Severe cases of shingles may lead to hospitalization in several thousand cases in the U.S. every year. In addition, shingles appearing on the face may reach the eye and may cause significant vision issues. In addition to the older inactivated chickenpox virus vaccine, Shingrix®, a two-dose vaccine has recently been introduced. However, due to the severe side effects in a significant percentage of persons taking this vaccine at its first dose, compliance as well as market penetration may be limited.

The outpatient treatment market size for shingles at present is limited, because of the limited effectiveness of existing drugs. An effective drug could expand this market into billions of dollars globally.

The market size for severe cases of shingles may be approximately one billion dollars. These estimates take into account the Shingrix® vaccine as well as existing vaccines. About 500,000 to 1 million cases of shingles occur every year in the U.S. alone.

In addition, the estimated market size for an effective anti-Influenza drug is expected to be in tens of billions of dollars. The current estimate of anti-influenza drug market size is approximately $4 billion. The current market size for anti-HIV treatments is in excess of $20 billion. Other drugs in our pipeline, taken together, are estimated to be several billion dollars in market sizes.

Presently, our focus is on the Phase II clinical trial for evaluation of NV-387 as a treatment of MPox infections. Once this clinical trial is under way, we plan to focus on the Phase II clinical trial of NV-387 for the treatment of Viral ARI/SARI. This latter clinical trial will help us with further development of NV-387 for treatment of RSV infections and other viral infections. We plan on re-engaging our HerpeCide and HIV programs when sufficient resources become available.

Broad and Expanding Drug Pipeline Enabled by the NanoViricides Platform Technology

As can be seen from these extensive lists of drug development programs and targets, we have been making tremendous progress year-over-year in bringing successful anti-viral drugs based on our novel technology platform into human clinical studies, as permitted by available financing.

We believe that with the human clinical trials of NV-387, we will be able to accumulate the evidence of antiviral effectiveness in human infections, in addition to human safety and effectiveness, that would help us achieve meaningful partnerships with Big Pharma. We are also working on obtaining non-dilutive funding for various programs and projects in our pipeline. At present, we believe we have the ability to generate sufficient funding to complete the Phase II clinical trial of NV-387 for the treatment of MPox, and to initiate the

Phase II clinical trial of NV-387 for the treatment of Viral ARI and Viral SARI diseases. We believe that as we achieve proof of principle in human studies, we will be able to attract substantially greater market valuation and investor funding for further progress of these drugs towards approval and commercialization. We believe that once we have revenues from commercialization of our first drug or from partnership, we will be able to engage in further speeding up the development of our other programs.

Our beliefs are based on results of pre-clinical cell culture studies,ex vivo tissue-based studies (e.g. human skin patch or a culture model),in vivo animal studies using small animals, and Phase I human clinical trials.

Drug Development Plan

We intend to perform the regulatory filings and own all the regulatory licenses for the drugs we are currently developing. We will develop these drugs in part via subcontracts to TheraCour, the exclusive source for these nanomaterials. With sourcing of materials from TheraCour, we prefer to manufacture these drugs in our own facility. However, we may manufacture these drugs under subcontract arrangements with external manufacturers that carry the appropriate regulatory licenses and have appropriate capabilities. We intend to distribute these drugs via subcontracts with distributor companies or in partnership arrangements. We plan to market these drugs either on our own or in conjunction with marketing partners. We also plan to actively pursue co-development, as well as other licensing agreements with other pharmaceutical companies, both in the US and internationally. Such agreements may entail up-front payments, milestone payments, royalties, and/or cost sharing, profit sharing and many other instruments that may bring early revenues to us. Such licensing and/or co-development agreements may shape the manufacturing and development options that we may pursue.

Competition

Our products in development target a number of diseases and conditions that include several different kinds of viral infections. There are many commercially available products for some of these diseases and a large number of companies and institutions are spending considerable amounts of money and other resources to develop additional products to treat some of these diseases. Most of these companies have substantially greater financial and other resources, larger research and development staffs, and extensive marketing and manufacturing organizations. When and if we are able to successfully develop products, they would compete with existing products based primarily on:

Several companies have advanced drug candidates for the management of COVID-19. Remdesivir, an antiviral drug, has received full approval, but requires repeated infusions and has limited clinical effectiveness. Oral Paxlovid (a combination of nirmatrelvir and ritonavir tablets taken together, Pfizer) has received full approval but was only effective in the population at high-risk of hospitalizations such as persons with co-morbidities and over age 65. Its use in persons not listed is considered off-label, and a recent clinical report has shown that it has no benefits relative to placebo treatment in these groups. Also in a certain percentage of cases Paxlovid has been shown to cause viral resurgence after achieving COVID-negative status upon treatment. Several antibodies had received EUAs, but all of these have been revoked due to loss of efficacy as new variants emerged. None of the available drugs attack the external circulating virus particles or block the re-infection cycle as NV-387 is designed to do. Thus, their mode is complementary to NV-387 (NV-CoV-2) and combination therapy with one of these drugs and NV-387 may yield substantial benefits. We also note that none of these drugs in development attack the complete lifecycle of the virus as NV-387-Rp is designed to do, to the best of our knowledge.

There are several drugs in the market that effectively control HSV cold sores and genital herpes lesions in most patients. These include the nucleoside analogues idoxuridine, vidarabine, acyclovir, famciclovir, ganciclovir, and derivatives. However, their efficacy is limited or toxicities are high. Brincidofovir, based on the toxic drug cidofovir, was in development by Chimerix, but certain clinical trials involving brincidofovir have failed to meet the desired end points and have actually shown a greater fatality rate in brincidofovir treated subjects compared to placebo. Foscarnet is also used for VZV and ARN, but its toxicity is high. FV-100 was in clinical development against VZV, but these clinical developments appear to have been abandoned. In addition, pritelivir, antibodies, and some other drugs are in advanced stages of development against HSV-1 or HSV-2. A gamma globulin was recently approved.

The prevalence of herpes simplex virus type 1 HSV-1 and HSV-2 is 47.8% and 11.9%, respectively, for individuals aged 14 to 49 years, and increases with age, in the USA, according to CDC. HSV-2 causes a more severe disease that also has significant social costs to the patient. In spite of the existing drugs, both HSV-1 and HSV-2 cause lifelong infection that continues to reactivate at different rates in different patients. Thus, in spite of several existing drugs that are already generic, the market size for a highly effective drug is estimated to be in tens of billions of dollars for each of HSV-1 and HSV-2 treatments.

There are currently no approved drugs for the treatment of diseases caused by VZV, namely, Shingles, PHN, and Chickenpox. Valcyclovir or other acyclovir-class drugs are often prescribed orally but have little effect on shingles because VZV has an ineffective vTK enzyme, as opposed to HSV-1 and HSV-2, that is required for activating these drugs. Cidofovir is used in extreme cases of Shingles, but it is highly toxic, limiting benefit of the drug, limiting drug dosage and causing significant side effects. Several pain relievers are being developed to treat shingles pain and also the PHN pain.

Thus, a safe and effective treatment against VZV is an unmet medical need.

We are currently not aware of any approved drugs for the treatment of viral diseases of the external eye.

The current approved drugs for influenza include the neuraminidase inhibitors Tamiflu, Relenza, and Peramivir, anti-influenza drugs that are sold by Roche, Glaxo SmithKline (GSK), and BioCryst partners, respectively. In addition, M2 channel inhibitors, generic drugs include amantadine and rimantadine, both oral tablets that only inhibit the replication of the influenza a virus have generally become ineffective because of significant viral resistance to the approved M2 channel inhibitors especially in the US. A viral endonuclease inhibitor, baloxavir (Xofluza, Shionogi/Roche) has recently been introduced as a single dose treatment. In its Phase III clinical trial, as many as 10% of patients were found to have drug-resistant virus mutants. Several companies are developing anti-influenza drugs at present. Small chemical classes include neuraminidase inhibitors, M2-channel inhibitors, and RDRP inhibitors, among others. There are also monoclonal, polyclonal, and mixed antibodies, as well as enzymes as drugs in development. Importantly, the resistance barrier for all of these drugs is rather low, and resistant mutants have arisen in the field. Thus, we believe that there is an unmet medical need for an effective and safe pan-Influenza drug that the virus is unlikely to escape.

There are a growing number of anti-HIV drugs being sold or in advanced stages of clinical development. Companies with HCV and HIV products include Gilead, Bristol-Myers Squibb Company (BMS), Roche, Boehringer Ingelheim, Merck & Co., Inc. (Merck), in addition to several other pharmaceutical and biotechnology firms.

Some antibody drugs have become available for Ebola/Marburg viruses, but are generally expensive, require infusion, and have poor acceptance. There are no drugs available for the treatment of Dengue viruses, Hendra/Nipah Viruses, and many others that are considered potential pandemic threats.

Two drugs, namely tecovirimat (TPOXX®, SIGA), and brincidofovir (Emergent Bio) have received approval as treatment for Smallpox under the US FDA “Animal Rule” and are currently acquired in the US Government Strategic National Stockpile for biodefense purposes. Tecovirimat has a low threshold of viral escape, resulting from a single point mutation in the viral VP-37 protein. Brincidofovir has a black box warning, with diarrhea and other gastrointestinal adverse events, as well as elevation of hepatic transaminases and bilirubin, limiting the use and applicability of the drug in the general population. Thus there is an unmet need for a broad-spectrum antiviral that the virus is unlikely to escape, and that can be taken by substantially all of the population, with minimal if any adverse effects. We believe NV-387 fits this need and we plan on exploring its development along these lines.

Currently there are two accepted methods of rabies prophylaxis: rabies vaccines and rabies immune globulin, manufactured by many foreign and multinational manufacturers including Aventis Pasteur and Chiron (acquired by Novartis). These accepted methods would be the standard against which our new anti-rabies drug in development will be judged.

Vaccines are in development for many of these viral diseases. Many vaccines have significant side effects. According to the Western Australian Vaccine Safety Surveillance – Annual Report 2021, the rates of serious adverse events with COVID-19 vaccines were at 260-300 per 100,000 whereas the rates for all other vaccines were about 11 per 100,000. The rate of myocarditis/myopericarditis was 0.4 per 100,000 doses of Vaxzevria (Astra-Zenecka), 4.5 per 100,000 doses of Comirnaty (Pfizer), and 7.3 per 100,000 doses of Spikevax (Moderna). The mRNA vaccines appear to have greater numbers of serious adverse events while overall COVID vaccines had thirty-times more events than the other vaccines in general use. (https://www.health.wa.gov.au).

In order to compete successfully, we must develop proprietary positions in patented drugs for therapeutic markets. Our products, even if successfully tested and developed, may not be adopted by physicians over other products and may not offer economically feasible alternatives to other therapies.

Government Regulation

Our operations and activities are subject to extensive regulation by numerous government authorities in the United States and other countries. In the United States, drugs are subject to rigorous regulation by the FDA. The Federal Food, Drug and Cosmetic Act and other federal and state statutes and regulations govern the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion of our products. As a result of these regulations, product development and the product approval process is very expensive and time consuming.

Regulation by governmental authorities in the United States and other countries is a significant factor in our research and development and will be a significant factor in the manufacture and marketing of our proposed products. The nature and extent to which such regulation applies to us will vary depending on the nature of any products we may develop. Governmental authorities, including the FDA and comparable regulatory authorities in other countries, regulate the design, development, testing, manufacturing, safety, efficacy, labeling, storage, record-keeping, advertising, promotion and marketing of pharmaceutical products, including drugs and biologics, under the Federal Food, Drug, and Cosmetic Act, or FFDCA, and its implementing regulations, and, for biologics, under the Public Health Service Act, or PHSA, and its implementing regulations. Non-compliance with applicable requirements can result in fines and other judicially imposed sanctions, including product seizures, import restrictions, injunctive actions and criminal prosecutions of both companies and individuals. In addition, administrative remedies can involve requests to recall violative products; the refusal of the government to enter into supply contracts; or the refusal to approve pending product approval applications until manufacturing or other alleged deficiencies are brought into compliance. The FDA also has the authority to cause the withdrawal of approval of a marketed product or to impose labeling restrictions. The process of obtaining approvals and the subsequent compliance with appropriate statutes and regulations require the expenditure of substantial time and money, and there can be no guarantee that approvals will be granted.

FDA Approval Process

The FDA must “license” a drug before it can be sold in the United States. Other countries have similar regulatory processes, and most are being harmonized under the ICH guidelines (ICH stands for The International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use). As of the date of this filing, the FDA has approved other nano-particulate drugs including Emend® by Merck and Rapamune® by Wyeth, as well as others.

The general process for FDA approval is as follows:

Preclinical Testing

The process required by the FDA before a drug or biological product may be marketed in the United States generally involves the following:

Clinical Trials

If the FDA accepts the investigational new drug application, we study the drug in human clinical trials to determine if the drug is safe and effective. These clinical trials involve a time-consuming and costly three-phase process that often overlap, can take many years to compile and are very expensive. These three phases, which are themselves subject to considerable regulation, are as follows:

If we believe that the data from the Phase III clinical trials show an adequate level of safety and effectiveness, we will file a new drug application (NDA) with the FDA seeking approval to sell the drug for a particular use. The FDA will review the NDA and often will hold a public hearing where an independent advisory committee of expert advisors asks additional questions regarding the drug. This committee makes a recommendation to the FDA that is not binding on the FDA but is generally followed. If the FDA agrees that the compound has met the required level of safety and effectiveness for a particular use, it will allow us to sell the drug in the United States for that use. It is not unusual, however, for the FDA to reject an application because it believes that the drug is not safe enough or effective enough or because it does not believe that the data submitted is reliable or conclusive.

At any point in this process, the development of a drug could be stopped for a number of reasons including safety concerns and lack of treatment benefit. We cannot be certain that any clinical trials that we are currently conducting or any that we conduct in the future, will be completed successfully or within any specified time period, or will be acceptable to the appropriate regulatory agency (e.g. FDA in USA, CDSCO/DCGI in India, ACOREP in DRC, TGA in Australia, MHRA in UK, PMDA in Japan, EMA and various National agencies in Europe, and others) without further work. We may choose, or the FDA may require us, to delay or suspend our clinical trials at any time if it appears that the patients are being exposed to an unacceptable health risk or if the drug candidate does not appear to have sufficient treatment benefit.

The FDA may also require us to complete additional testing, provide additional data or information, improve our manufacturing processes, procedures or facilities or may require extensive post-marketing testing and surveillance to monitor the safety or benefits of our product candidates if it determines that our new drug application does not contain adequate evidence of the safety and benefits of the drug. In addition, even if the FDA approves a drug, it could limit the uses of the drug. The FDA can withdraw approvals if it does not believe that we are complying with regulatory standards or if problems are uncovered or occur after approval.

United States Review and Approval Process

After the completion of clinical trials of a product candidate, FDA approval of a NDA must be obtained before commercial marketing of the product. The NDA must include results of product development, laboratory and animal studies, human trials, information on the manufacture and composition of the product, proposed labeling and other relevant information as well as a significant user fee. The FDA may grant deferrals for submission of data, or full or partial waivers. The testing and approval processes require substantial time and effort and there can be no assurance that the FDA will accept the NDA for filing and, even if filed, that any approval will be granted on a timely basis, if at all.

The FDA may refuse to file any NDA that it deems incomplete or not properly reviewable at the time of submission and may request additional information. Once the submission is accepted for filing, the FDA reviews the NDA to determine, among other things, whether the proposed product is safe, potent, and/or effective for its intended use, and has an acceptable purity profile, and whether the product is safe and effective for its intended use, and in each case, whether the product is being manufactured in accordance with cGMP or GTP, if applicable. During the product approval process, the FDA also will determine whether a Risk Evaluation and Mitigation Strategy, or REMS, is necessary to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the NDA must submit a proposed REMS. The FDA will not approve a NDA without a REMS, if required.

Notwithstanding the submission of relevant data and information, the FDA may ultimately decide that the NDA does not satisfy its regulatory criteria for approval and deny approval via a letter detailing such deficiencies. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. If the FDA denies an application, the applicant may either resubmit the NDA, addressing all of the deficiencies identified by the FDA, or withdraw the application.

Expedited FDA Review Programs

The FDA has four expedited program designations -Fast Track, Breakthrough Therapy, Accelerated Approval, and Priority Review - to facilitate and expedite development and review of new drugs to address unmet medical needs in the treatment of serious or life-threatening conditions.

The Fast Track program that is intended to expedite or facilitate the process for reviewing new drug products that treat a serious condition and fill an unmet medical need. Fast Track designation applies to the combination of the product and the specific indication for which it is being studied. In Fast Track, the FDA may consider for “rolling review” of sections of the IND on a rolling basis before the complete application is submitted. Once a drug receives Fast Track designation, early and frequent communication between the FDA and a drug company is encouraged throughout the entire drug development and review process. The frequency of communication assures that questions and issues are resolved quickly, often leading to earlier drug approval and access by patients.

The FDA may also accelerate the approval of a designated drug through the Breakthrough Therapy designation by expediting the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on one or more clinically significant endpoints. If the FDA designates a drug as a breakthrough therapy, the drug is eligible for all Fast Track designation features, intensive guidance on an efficient drug development program, potentially beginning at Phase I and organizational commitment involving senior managers regarding the development of the drug to ensure that the development program and the design of the clinical trials is as efficient as practicable.

The Accelerated Approval designation allows the FDA to approve a product based on an effect on a surrogate or intermediate endpoint that is reasonably likely to predict a product’s clinical benefit and generally requires the manufacturer to conduct required post-approval confirmatory trials to verify the clinical benefit.

The Priority Review designation means that the FDA’s goal is to take action on the application within six months, compared to ten months under standard review.

Fast Track designation, Priority Review, Accelerated Approval and Breakthrough Therapy designations do not change the standards for approval but may expedite the development or approval process.

Orphan Drug Designation

The Orphan Drug Act provides granting special status to drugs or biological products for rare diseases and conditions affecting fewer than 200,000 persons. The first developer to receive FDA marketing approval for an orphan drug is entitled to a seven-year exclusive marketing period in the United States for that product where the FDA will not approve another version of the same product. However, a drug that the FDA considers to be clinically superior to, or different from, another approved orphan drug, even though for the same indication, may also obtain approval in the United States during the seven-year exclusive marketing period. In addition, if the holder of the orphan drug designation cannot assure the availability of sufficient quantities of their orphan drugs to meet the needs of patients, the FDA could also grant approval to another product.

United States Post-Approval Requirements

Any products for which we receive FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, and complying with FDA promotion and advertising requirements, which include, among others, standards for direct-to-consumer advertising, restrictions on promoting products for uses or in patient populations that are not described in the product’s approved uses, known as off-label use, limitations on industry-sponsored scientific and educational activities and requirements for promotional activities involving the internet.

In addition, quality control and manufacturing procedures must continue to conform to applicable manufacturing requirements after approval to ensure the long-term stability of the product. We rely, and expect to continue to rely, on third parties for the production of some, or all, clinical and commercial quantities of our products in accordance with cGMP and GTP regulations, as applicable. Manufacturers and other entities involved in the manufacture and distribution of approved products are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, GTP and other laws.

The FDA also may require post-marketing testing, known as Phase 4 testing, and surveillance to monitor the effects of an approved product. Discovery of previously unknown problems with a product or the failure to comply with applicable FDA requirements can have negative consequences, including adverse publicity, judicial or administrative enforcement, warning letters from the FDA, mandated corrective advertising or communications with doctors, and civil or criminal penalties, among others. Also, new government requirements, including those resulting from new legislation, may be established, or the FDA’s policies may change, which could delay or prevent regulatory approval of our product candidates under development.

Regulatory Review and Approval Process in India

The Central Drugs Standard Control Organization (CDSCO) under Directorate General of Health Services, Ministry of Health & Family Welfare, Government of India is the National Regulatory Authority (NRA) of India. The Drug Controller General of India (DCGI) heads CDSCO. The Drugs & Cosmetics Act,1940 and rules 1945 have entrusted various responsibilities to central & state regulators for regulation of drugs & cosmetics. It envisages uniform implementation of the provisions of the Act & Rules made thereunder for ensuring the safety, rights and well-being of the patients by regulating the drugs and cosmetics. Under the Drugs and Cosmetics Act, CDSCO is responsible for approval of Drugs, Conduct of Clinical Trials, laying down the standards for Drugs, control over the quality of imported Drugs in the country and coordination of the activities of State Drug Control Organizations by providing expert advice with a view of bring about the uniformity in the enforcement of the Drugs and Cosmetics Act.

The regulatory process in India operates under ICH guidelines. After submission of a Clinical trial Application, the Office of DCGI reviews the application, and usually holds a briefing meeting with the Drug Sponsor. If satisfactory, the DCGI would approve the clinical trial application, generally with conditions that have to be satisfied prior to actually beginning dosing. There are requirements for interim reports as well as there are provisions for unannounced inspections. After completion of a given phase of clinical trial, the drug sponsor would then prepare a report and file for the next phase of clinical trials. In case of a health emergency, applications may be processed in an expedited timeframe and approvals for commercial use of the drug may be provided at the end of Phase II with requirements for further data collection. Normally, the new drug approval application would be submitted after completion of a Phase III clinical trial. Thereafter, the CDSCO and expert committees organized by the CDSCO will review the application for approval or denial.

Other Foreign Regulatory Review and Approval

Whether or not FDA approval has been obtained, approval of a product by comparable regulatory authorities in other countries will be necessary prior to commencement of marketing the product in such countries. The regulatory authorities in each country may impose their own requirements and may refuse to grant an approval, or may require additional data before granting it, even though the relevant product has been approved by the FDA or another authority. As with the FDA, the regulatory authorities in the European Union, China and other developed countries have lengthy approval processes for pharmaceutical products. The process for gaining approval in particular countries varies, but generally follows a similar sequence to that described for FDA approval.

In the European Union, there is a centralized approval procedure that authorizes marketing of a product in all countries in the European Union (which includes most major countries in Europe). If this procedure is not used, under a decentralized system, an approval in one country of the European Union can be used to obtain approval in another country of the European Union under a simplified application process at present. After approval under the centralized procedure, pricing and reimbursement approvals are also required in most countries. These procedures are undergoing revision and modification at present. We have never received approval for a product in the European Union to date.

We must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of such product in those countries. The requirements and processes governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. In addition, we, and our partners, may be subject to foreign laws and regulations and other compliance requirements, including, without limitation, anti-kickback laws, false claims laws and other fraud and abuse laws, as well as laws and regulations requiring transparency of pricing and marketing information and governing the privacy and security of personal information. If we, or our partners, fail to comply with applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

Other Health Care Laws

In the event any of proposed products are ever approved for marketing, we may also be subject to healthcare regulation and enforcement by the federal government and the states and foreign governments where we may market our product candidates, if approved. These laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, physician sunshine and privacy and security laws and regulations.

In addition to obtaining FDA approval for each drug, we obtain FDA approval of the manufacturing facilities for any drug we sell, including those of companies who manufacture our drugs for us as well as our own and these facilities are subject to periodic inspections by the FDA. The FDA must also approve foreign establishments that manufacture products to be sold in the United States and these facilities are subject to periodic regulatory inspection.

We are also subject to other federal, state and local regulations regarding workplace safety and protection of the environment. We use hazardous materials, chemicals, viruses and various radioactive compounds in our research and development activities and cannot eliminate the risk of accidental contamination or injury from these materials. Any misuse or accidents involving these materials could lead to significant litigation, fines and penalties.

Time Schedules, Milestones and Development Costs

In the upcoming fiscal year, we hope to meet several important milestones towards establishing human effectiveness proof-of-concept for the Nanoviricides Platform:

After the RSV program clinical trials are in progress, we plan on completing an effective clinical trial plan for our Shingles drug candidate to reengage human clinical trials for the shingles treatment program.

All of these studies are dependent on external collaborators providing available time slots for us. Thus, there can be delays in achieving the milestones that are beyond our control.

We believe we have sufficient financing to complete the Phase Ia/Ib human clinical trial of API NV-387 and submission of the full clinical trial report. We believe we have sufficient financing to complete the Phase II human clinical trial of API NV-387 for the treatment of MPox based on the budgets we have received and planned for. There is no assurance we will be successful in obtaining sufficient financing on terms acceptable to us to fund complete drug development through approval. We cannot provide assurance that our plans will not change or that changed circumstances will not result in the depletion of our capital resources more rapidly than we currently anticipate. We have estimated approximately $1,000,000 for the Phase II clinical trial of NV-387 for MPox indication. The total cost of the Phase II trial could be significantly more. We have not received a budget for the proposed Phase II Clinical Trial of NV-387 for the Treatment of ARI/SARI as of now. We may need to raise additional funds to support continued program development through Phase II and Phase III studies at least and revenue realization.

Drug Development Status

The Company has limited experience with pharmaceutical drug development. Thus, our budget estimates are not based on experience, but rather based on advice given by our associates and consultants. As such, these budget estimates may not be accurate. In addition, the actual work to be performed is not known at this time, other than a broad outline, as is normal with any scientific work. As further work is performed, additional work may become necessary or change in plans or workload may occur. Such changes may have an adverse impact on our estimated budget, and our projected timeline of drug development.

The work-plan we have developed for the next twelve months is expected to enable us to complete the Phase II clinical trial of API NV-387 for the treatment of MPox and to begin Phase II human clinical trial of NV-387 for the treatment of Viral ARI/SARI, which will include patients with Influenza, RSV, Coronavirus, hMPV, and several other human respiratory viral infections in different enrolment numbers. Given our dependence on external collaborators for the regulatory affairs, IND-enabling studies and study reports, Clinical Trial CROs and other services providers, we cannot provide time estimates. Our work-plan is extremely dependent on obtaining financing, and on external factors such as collaborations, and may be affected by unanticipated delays. We are experiencing extreme staffing constraints as well as financial constraints at present. We plan on applying for grants and contracts in order to obtain non-dilutive financing for some of our programs that we consider are eligible for governmental support. We plan on raising financing via sale of equity and public and private placements of our stock to finance our workplan. We have accesss to a line of credit of up to $3 million provided by our founder and President, Anil R. Diwan; we have not drawn on this credit line at present. We note as a risk factor that these resource constraints may cause further delays in our estimated timelines.

We believe we have overcome the most important risk in nanomedicines, that of enabling cGMP manufacture, to achieve consistent product from batch to batch, and scaleability challenges of nanomedicines. Having established critical quality parameters in our manufacturing processes and having accomplished cGMP-compliant scale-up of manufacturing from starting materials to API to formulation to fill-finish-packaged-labeled drug products, we believe that we have minimized the risk related to manufacturing capabilities.

During the scale up and optimization of our production level operations, we continue to work on a number of different polymer backbones (“nanomicelles”) and several antiviral ligands in order to make sure that different formulation and pharmacokinetic-pharmacodynamic (PK-PD) needs can be met during the PK-PD programs for our various drug candidates. While this loads up our initial activities, it is expected to minimize the risk for further drug development towards IND or regulatory filings by making available backup drug candidates with different PK-PD profiles.

Our work-plan is expected to reduce certain risks of drug development. We believe that the data we have collected particularly for the manufacture of NV-387 drug substance and drug products, and the non-clinical and clinical studies of NV-387, will enable us to file appropriate IND application(s) to the FDA for various indications. We believe that in the ensuing fiscal year we will be able to obtain valuable information on the effectiveness of NV-387 viral infections in humans in Phase II clinical trials. If our studies are successful, we believe we would be able to raise the financing needed for further developing our RSV, FluCide, HerpeCide as well as other program drug candidates and we may be in a position to re-engage our highly valuable drug programs including HIVCide.

Based on our pre-clinical study data, we believe that we have a very high probability that NV-387 would be demonstrated to be a highly effective and safe drug for the treatment of MPox in the Phase II clinical trial, and also for the treatment of RSV, Influenza, Coronaviruses, hMPV, and other respiratory viruses in the ensuing Phase II Viral ARI/SARI clinical trial.

We further believe NV-387 could be a revolutionary drug for the treatment of pediatric RSV infections, based on our data that NV-387 treatment appears to have cured mice of lethal lung RSV infection, with no lung damage.

We intend to pursue non-diluting funding sources such as government grants and contracts as well as licensing agreements with other pharmaceutical companies for further development of NV-387 and other drugs in our pipeline. We intend to use equity-based and debt financing, as required, to fund the operations and to raise additional capital for conducting human clinical trials as we advance our pipeline further towards regulatory approvals. There can be no assurance that we will be able to obtain the additional financial resources necessary to fund our anticipated obligations over the next year.

We are a clinical stage company and will continue in this drug development stage until generating revenues from the sales of our products or services.

Our Collaborations and Service Contract Agreements

Our development model is to employ collaborations and service contract relationships with renowned academic labs, government labs, as well as service contracts with external service providers in order to minimize our capital requirements.

All of our agreements provide for the evaluation of nanoviricides substances created and provided by us to the Laboratory (or Collaborator). In general, the Laboratory is compensated for certain material and personnel costs for these evaluations. The evaluations involve in vitro and in vivo scientific studies at the Laboratory using their established protocols. In some cases, we provide scientific input regarding certain modifications to their protocols as may be needed. The Laboratory returns the results and data to us. The Laboratory is allowed to publish the results after allowing time for us to protect intellectual property (IP) as needed. We send nanoviricides as well as positive control (i.e. known therapeutics) and negative control (i.e. known not to work) compounds as needed in a fully formulated, ready to use form, to the Laboratory. All IP related to the nanoviricide materials, their formulations and reformulations, and their usage, rests with us. Any IP developed by the Laboratory regarding their own know-how, such as laboratory tests and protocols, their modifications, etc. rests with the Laboratory. Joint inventions are treated as per applicable US Laws.

We try to choose the scientific laboratories with the most appropriate facilities and know-how relating to a particular field for the evaluation of an antiviral agent developed by us. In addition, we try to work with more than one laboratory for the evaluation of an antiviral agent developed by us. We also try to work with more than one laboratory for a given group of viruses whenever possible. We seek to improve confidence by obtaining independent datasets for corroboration of the efficacy and safety of the nanoviricides we develop. Further, we try to minimize dependence on a particular Laboratory for the development of any specific drug candidate in our product pipeline.

To date, we have engaged in GLP and non-GLP Efficacy and Safety evaluations in both in vitro (cell culture models, pseudovirion models) and in vivo (animal models) of our different nanoviricide research materials and drug candidates at different laboratories. NV-387 has progressed into clinical stage and we expect to submit the final report of the successful Phase Ia/Ib human clinical trial evaluating safety and tolerability of oral formulations of NV-387 in healthy subjects soon.

Related Parties

TheraCour Pharma, Inc.

Pursuant to an exclusive license agreement we entered into with TheraCour, the Company was granted exclusive licenses for technologies developed by TheraCour for the virus types: Human Immunodeficiency Virus (HIV/AIDS), Influenza including Asian Bird Flu Virus, Herpes Simplex Virus (HSV-1 and HSV-2), Hepatitis C Virus (HCV), Hepatitis B Virus (HBV), and Rabies. The Company has entered into an Additional License Agreement with TheraCour granting the Company the exclusive licenses for technologies developed by TheraCour for the additional virus types for Dengue viruses, Japanese Encephalitis virus, West Nile Virus, Viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes, and Ebola/Marburg viruses.

On November 1, 2019, the Company entered into an Agreement with TheraCour for an exclusive, worldwide license to use, promote, offer for sale, import, export, sell and distribute products for the treatment of VZV derived indications. The Company was not required to make any upfront payments to TheraCour and agreed to milestone payments to TheraCour.

TheraCour has not denied any licenses sought by the Company in the past.

On September 7, 2021, the Company entered into a license agreement with TheraCour for an exclusive, worldwide license to use, promote, offer for sale, import, export, sell and distribute products for the field comprising anti-viral treatments for coronavirus derived human infections (the “COVID License Agreement”). The licensed field includes antiviral drugs to treat SARS-CoV-2 and its variants that cause the COVID-19 disease resulting in a global pandemic that continues to rage through the world, wave after wave, as new variants develop and take hold. There was no upfront cash payment for the license and the compensation terms were generally consistent with prior licenses, and are summarized below.

Under the COVID License Agreement, we have obtained a world-wide, exclusive, sub-licensable, license to use, promote, offer for sale, import, export, sell and distribute antiviral drugs that treat human Coronavirus infections using TheraCour’s proprietary as well as patented technology and intellectual property, including the new patent application cited above. The discovery of ligands and polymer materials as well as formulations, the chemistry and chemical characterization, as well as 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. We will not make any upfront cash payments to TheraCour and we have agreed to the following milestone payments to TheraCour: 100,000 shares of the Company’s Series A preferred stock, par value $0.00001 per share (the “Series A preferred stock”) upon the execution of the Agreement; 50,000 shares of Series A preferred stock after the grant of the approval of Licensee’s Investigational New Drug (IND) Application, or its equivalent; cash payments of $1,500,000 after the initiation of Phase I clinical trials or its equivalent; $2,000,000 after the completion of Phase I clinical trials or its equivalent for at least one product within twelve (12) months from the date of the acceptance of the IND; $2,500,000 no later than six (6) months after the completion of Phase IIA clinical trials or its equivalent for at least one product within twenty (24) months from the date of the completion of Phase I or its equivalent; 100,000 shares of Series A preferred stock after the initiation of Phase III clinical trials or its equivalent; and, at TheraCour’s option, $5,000,000 in cash or 500,000 shares of Series A preferred stock, no later than six (6) months after the completion of Phase III clinical trials or its equivalent for at least one product within thirty-six (36) months from the completion of Phase II clinical trials or its equivalent. In addition, we agreed to pay to TheraCour fifteen percent (15%) of income from licensed products and any income from sublicensed products, consistent with previous agreements. Under the COVID License Agreement, TheraCour retains the exclusive right to develop and manufacture the licensed products. The Agreement contemplates that the parties will enter into a separate manufacturing and supply agreement for the commercial manufacture and supply of the drug products if and when we intend to engage into commercialization of the drugs. The COVID License Agreement provides that the manufacturing and supply agreement would be on customary and reasonable terms, on a cost-plus basis, using a market rate based on then-current industry standards, and include customary backup manufacturing rights, as with prior agreements. The Series A Preferred Stock are only convertible upon a “change of control” of the Company as defined in its full specification, are non-transferrable and have no trading market. Each share of Series A preferred stock votes at the rate of 9 votes per share, and is convertible only upon a change of control into 3.5 shares of the Company’s common stock.

To assist in the analysis of the terms of the COVID License Agreement, we commissioned research reports on Coronavirus drug market sizes for the Coronavirus antiviral field from an independent consulting agency, Nanotech Plus, LLC. Additionally, we obtained business analysis and valuation reports for potential licensing terms for a coronavirus drug from an independent consultant. NanoViricides was represented by McCarter & English, LLP while TheraCour was represented by DuaneMorris LLP.

In consideration for the COVID License Agreement, the Company issued 100,000 shares of the Company’s Series A Preferred Stock upon execution of the agreement in 2021. The Company also issued 50,000 shares of the Company’s Series A preferred stock upon the grant of an IND to perform clinical trials which are being sponsored by our licensee and collaborator KMPL in India, in April 2023. On June 19, 2023, the Company was notified that the Company’s licensee, KMPL had commenced volunteer recruitments for Phase Ia/Ib clinical trials of the NV-CoV-2 Oral Syrup and NV-CoV-2 Oral Gummies. Pursuant to the COVID License Agreement a third milestone payment of $1,500,000 became due 5 days after the start of Phase Ia/Ib clinical trials.

On July 19, 2023, the Company entered into an agreement with TheraCour, to accept the Company’s unsecured convertible promissory note (the “Note”) in payment of the milestone award. The Note accrued simple interest at the rate of 12% per annum and was due and payable on January 19, 2025, the maturity date. The principal of the Note is convertible, at TheraCour’s option, into 331,859 shares of the Company’s Series A Preferred Stock, par value $0.00001 at the conversion price, specified as the fair value of the Series A shares on July 19, 2023 in the terms and conditions contained within the Note. On October 27, 2023, TheraCour exercised its right to convert the principal of the July 19, 2023 Note into 331,859 shares of the Company’s Series A Preferred Stock. Furthermore, TheraCour cancelled all of the accrued interest on the Note totaling $49,808 which has been reported as a capital transaction credit to additional paid in capital on the accompanying statements of changes in stockholders’ equity. Total interest incurred under the Note for the year ended June 30, 2024 was $49,808.

On February 12, 2024, the Company entered into an Amendment to the COVID License Agreement with TheraCour dated September 7, 2021, whereby any further cash milestone payments that would be earned upon milestone event would only become payable upon the Company having sufficient revenues, with only a portion of revenues to be used for satisfying such milestone payments.

On September 23, 2024, the Company entered into a “Memorandum of Understanding for All Antivirals Drug Development” (the “MOU”) with TheraCour that granted to the Company, a limited, non-assignable, non-sublicensable, exclusive right of first refusal to License to any antiviral drugs in development or to be developed by TheraCour for research and development purposes only, for all as-yet unlicensed viral infection treatment indications. The MOU also clarified the roles and responsibilities of the Parties and essentially codified the process that the Parties have adopted since inception. The MOU further codified the treatment of all future milestone payments arising from any current or future license agreements to TheraCour to be consistent with the principles adopted in the February 12, 2024 Amendment to the COVID License Agreement.

Development fees and other costs charged by TheraCour for the years ended June 30, 2025 and 2024 were approximately $2,490,000 and $2,550,000, respectively. At June 30, 2025, approximately $584,000, was due to TheraCour.

No royalties are due TheraCour from the Company’s inception through June 30, 2025.

TheraCour is affiliated with the Company through Dr. Anil Diwan, our Founder, President, and Executive Chairman, who owns approximately 90% of the capital stock of TheraCour which itself owns 470,961 shares of the Company’s outstanding common stock and 681,859 shares of the Company’s Series A preferred stock as of June 30, 2025.

Line of Credit - Related Party – Anil Diwan

On November 13, 2023, the Company’s President and CEO, Dr. Anil Diwan, entered into a Line of Credit Agreement whereby Dr. Diwan agreed to provide a standby Line of Credit to the Company in the maximum amount of $2,000,000. All amounts outstanding under the Line of Credit, including principal, accrued interest and other fees and charges, will be due and payable on December 31, 2024. Amounts drawn down under the Line of Credit shall bear interest at a fixed rate of 12%. Advancements under the Line of Credit will be collateralized by an Open End Mortgage Deed on the Company’s real property at 1 Controls Drive, Shelton, Connecticut and a Chattel Mortgage (U.C.C - 1 filing) against the Company’s equipment and fixtures. Any draw down under the Line of Credit requires the approval of the Company’s Board of Directors. On February 12, 2024, the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil Diwan, signed an Extension Agreement which extended the maturity of the Company’s Line of Credit from December 31, 2024 to December 31, 2025. There were no other amendments to the original Line of Credit. On September 23, 2024 the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil Diwan, signed an Amendment Agreement which increased the available line of credit from $2 million to $3 million, and extended the maturity of the Company’s Line of Credit from December 31, 2025 to March 31, 2026. As of July 1, 2025 the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil Diwan, signed an Amendment Agreement extending the maturity of the Company’s Line of Credit from March 31, 2026 to March 31, 2027.

The Company has not drawn against the Line of Credit facility as of June 30, 2025.

Karveer Meditech, Private Limited (KMPL)

On March 27, 2023 the Company entered into a License Agreement with KMPL, wherein the Company granted to KMPL a limited, non-transferable, exclusive license for the use, sale, or offer of sale in India of the Company’s two clinical test drug candidates titled as NV-CoV-2 and NV-CoV-2-R for the treatment of COVID-19 in patients in India (“KMPL COVID License”). KMPL has engaged in further drug development in India including sponsoring of drug candidates for human clinical trials in India and is acting as clinical trials manager for such clinical trials. KMPL is in the process of establishing a manufacturing plant for some of those medicines. KMPL shall provide NanoViricides with all reports of the clinical trials and the Company has the rights to use such reports for further advancement of the drug candidates with regulatory authorities outside India. In consideration, KMPL will be reimbursed by the Company for all direct and indirect costs incurred for the clinical trials and development activities with a customary clinical trials manager fee of thirty (30%) of such costs and applicable taxes. Upon commercial sales of any resulting approved drugs, KMPL will pay the Company a royalty of seventy percent (70%) of the final invoiced sales less the cost of sales and goods sold to unaffiliated third parties. On June 19, 2023, KMPL commenced the equivalent of Phase I clinical trials in India. The Company has incurred clinical trial costs to KMPL of approximately $10,000 and $443,000 for the years ended June 30, 2025 and 2024, respectively. At June 30, 2025, approximately $237,000, was due to KMPL for Phase 1 clinical trial related services performed in India. As of June 30, 2024 approximately $227,000 of such costs were accrued by the Company pursuant to the license agreement between the Company and KMPL and which was subsequently invoiced to the Company in the following year. Dr. Anil Diwan is a passive investor and advisor without operating control at KMPL.

KMPL is owned by the Diwan family, consisting of four siblings and their immediate families. Dr. Diwan has an undivided share in the Diwan family interest in KMPL. The number of shares is not currently available. Consequent to and subsequent to the KMPL COVID License, KMPL is deemed to be a related party.

Meeta Vyas

Meeta Vyas is the Company’s Chief Financial Officer and is married to Dr. Anil Diwan. Due to her marriage to Dr. Anil Diwan, Meeta Vyas is deemed to be a related party,

Employees

As of June 30, 2025, the Company had approximately seven full-time employees. In addition, most of the business activities of the Company including accounting and legal work and business development are provided by subcontractors and consultants. Further, the Company has subcontracted nanomaterials research and development (“R&D”) to TheraCour under the license agreement with TheraCour. The Company has subcontracted its animal studies to various contract research organizations, government institutes, academic labs, and private institutions. In the future, the Company anticipates having additional service providers. We believe that we have good relations with our employees and subcontractors.

Reports to Security Holders

The public may read and copy any materials the Company files with the Securities and Exchange Commission (the “Commission”) at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0030. The Commission maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Information about the Company is also available on its website at www.nanoviricides.com. Information included on the website is not part of this Form 10-K.

Further, the Company’s common stock is listed on the NYSE-American. The NYSE-American Exchange requires additional corporate governance, financial and reporting requirements.

The Company is fully compliant with the requirements of the NYSE-American regarding requirements for independent board members and board committee compositions.

Website

Our website address is www.nanoviricides.com. Information on our website is not incorporated by reference herein.

We intend to make available through our website, all of our filings with the Commission and all amendments to these reports as soon as reasonably practicable after filing, by providing a hyperlink to the EDGAR website containing our reports.

Our Contact Information

Our principal executive offices are currently located at 1 Controls Drive, Shelton, Connecticut 06484 and our telephone number is (203) 937-6137 (voicemail). We can be contacted by email atinfo@nanoviricides.com.

Description of Property

The Company’s principal executive offices are located at 1 Controls Drive, Shelton, CT, and include approximately 18,000 square feet of office, laboratory, and cGMP-capable drug manufacturing space. These facilities are fully owned by the Company, and not subject to any mortgage or debt.

We subcontract the laboratory research and development work to TheraCour, pursuant to the License Agreement with TheraCour. The work is performed in our own laboratory facility in Shelton, CT. Management believes that the space is sufficient for the Company to monitor the developmental progress at its subcontractors.

From time to time, we are subject to various legal proceedings arising in the ordinary course of business, including proceedings for which we have insurance coverage. There are no pending legal proceedings against the Company to the best of the Company’s knowledge as of the date hereof and to the Company’s knowledge no action, suit or proceeding has been threatened against the Company that we believe will have a material adverse effect to our business, financial position, results of operations, or liquidity.