Equity Transactions

12 Months Ended

Jun. 30, 2024

Equity Transactions

Equity Transactions

Note 8 – Equity Transactions

Fiscal Year Ended June 30, 2024 Transactions

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 earned under the COVID License Agreement. 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 was 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 October 6, 2023, the Board of Directors and Dr. Anil Diwan, President and Chairman of the Board agreed to the extension of Dr. Diwan’s employment agreement for a period of one year from July 1, 2023 through June 30, 2024 under the same general terms and conditions. The Company granted Dr. Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares vested in quarterly installments of 2,551 shares on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $32,498 during the year ended June 30, 2024, which was the fair value on the date of issuance.

On April 15, 2024, the Company entered into a new ATM sales agreement with. E.F. Hutton Securities, the Sales Agent, pursuant to which the Company 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. From May 8, 2024 through June 30, 2024 the Company sold 1,308,651 shares of common stock at an average price of approximately $2.47 per share. The shares were issued pursuant to a prospectus supplement dated May 5, 2023 and filed with the Securities and Exchange Commission on May 5, 2023 in connection with the Company’s shelf registration statement on Form S-3, as amended (File No. 333-271706, which became effective on May 22, 2023). The net proceeds to the Company from the offering was approximately $3,120,000 after placement agent fees and other estimated offering expenses.

The Company accounted for the proceeds of the ATM Offering, approximately, as follows:

Gross proceeds	$	3,237,000
Less: offering costs and expenses		117,000
Net proceeds from issuance of common stock	$	3,120,000

For the year ended June 30, 2024, the Scientific Advisory Board was granted fully vested warrants to purchase 1,144 shares of common stock at exercise prices between $1.43- $1.66 per share expiring in the fiscal year ending June 30, 2028. The fair value of the warrants was $563 for the year ended June 30, 2024 and recorded as consulting expense.

For the year ended June 30, 2024, the Company estimated the fair value of the warrants granted quarterly to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following assumptions:
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Expected life (year)	4
Expected volatility	50.13-55.28	%
Expected annual rate of quarterly dividends	0.00	%
Risk-free rate(s)	4.29-4.60	%

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 2,888 shares of its Series A preferred stock, which are fully vested with a restrictive legend for employee compensation. The Company recorded an expense of $10,747 during the year ended June 30, 2024, which is the fair value on the date of issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The fair value of the Series A preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 1,786 fully vested shares of its common stock for employee compensation. The Company recognized a noncash compensation expense of $2,340 which was the fair value on the date of issuance.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 101,542 fully vested shares of its common stock with a restrictive legend for consulting and legal services. The Company recorded an expense of $131,600, which was the fair value on the dates of issuance.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 33,579 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $45,000, which was the fair value on the dates of issuance.

Fiscal Year Ended June 30, 2023 Transactions

On February 7, 2023, the Board of Directors and a majority of the shareholders of the Company approved the redomiciling of the Company wherein the Company would redomicile from a Nevada corporation to a Delaware corporation. The redomicile became effective on May 30, 2023 pursuant to Section 265 of the Delaware General Corporation Law and Sections 92A.120 and 92A.250 of the Nevada Revised Statutes. The redomicile occurred according to the Plan of Conversion whereby each share of the Company’s $0.001 par value common stock was converted into one share of $0.00001 par value common stock, and each share of the Company’s $0.001 par value preferred stock was converted into one share of $0.00001 par value preferred stock. The effect of the conversion decreased the total par value of common stock as reported on the Company’s Balance Sheet at June 30, 2022 from $11,592 to $116, and decreased the total par value of preferred stock as reported on the Company’s June 30, 2022 balance sheet from $485 to $5, and increased additional paid in capital as reported on the Company’s balance sheet at June 30, 2022 by $11,596.

On April 20, 2023, the Company was notified that the Company’s licensee, KMPL was authorized to enter into Phase Ia/Ib clinical trials of its COVID, NV-CoV-2 Oral Syrup and its NV-CoV-2 Oral Gummies after satisfying the conditions of a conditional authorization received on or about January 27, 2023. Pursuant to the TheraCour – Nanoviricides COVID License Agreement, the Board authorized 50,000 shares of the Company’s Series A preferred shares to be issued to Theracour as a license milestone payment and recorded an expense to research and development of approximately $157,000 which was the fair value on the date the milestone was met for the year ended June 30, 2023.

On October 6, 2022, the Board of Directors and Dr. Anil Diwan, President and Chairman of the Board agreed to the extension of Dr. Diwan’s employment agreement for a period of one year from July 1, 2022 through June 30, 2023 under the same general terms and conditions. The Company granted Dr. Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares vested in quarterly installments of 2,551 shares on September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of approximately $44,000 during the year ended June 30, 2023, which is the fair value on the date of issuance.

For the year ended June 30, 2023, the Scientific Advisory Board was granted fully vested warrants to purchase 1,144 shares of common stock at exercise prices between $1.39- $3.40 per share expiring in the fiscal year ending June 30, 2027. The fair value of the warrants was $1,012 for the year ended June 30, 2023 and recorded as consulting expense.

For the year ended June 30, 2023, the Company estimated the fair value of the warrants granted quarterly to the Scientific Advisory Board on the date of grant using the Black-Scholes Option-Pricing Model with the following assumptions:

Expected life (year)	4
Expected volatility	51.39-85.12	%
Expected annual rate of quarterly dividends	0.00	%
Risk-free rate(s)	3.025-4.195	%

For the year ended June 30, 2023, the Company’s Board of Directors authorized the issuance of 2,888 shares of its Series A preferred stock, which are fully vested with a restrictive legend for employee compensation. The Company recorded an expense of approximately $12,000 during the year ended June 30, 2023, which is the fair value on the date of issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The fair value of the Series A Convertible preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

For the year ended June 30, 2023, the Company’s Board of Directors authorized the issuance of 3,572 fully vested shares of its common stock for employee compensation. The Company recognized a noncash compensation expense of $4,822 which was the fair value on the date of issuance.

For the year ended June 30, 2023, the Company’s Board of Directors authorized the issuance of 72,668 fully vested shares of its common stock with a restrictive legend for consulting services. The Company recorded an expense of $108,000, which was the fair value at the dates of issuance.

For the year ended June 30, 2023, the Company’s Board of Directors authorized the issuance of 30,084 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $45,000, which was the fair value at date of issuance.