The information in this report contains
forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking
statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,”
“could,” “possibly,” “probably,” anticipates,” “projects,” “expects,”
“may,” “will,” or “should,” “designed to,” “designed for,” or other
variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will
be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual
results may differ significantly from management’s expectations.
Although these forward-looking statements
reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to
us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result,
our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors,
including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not
unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations
regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, unless required by law.
ITEM 1: BUSINESS
Organization and Nature of Business
NanoViricides, Inc. (the “Company,”
“we,” or “us”) was incorporated in Nevada on April 1, 2005. Our corporate offices are located at 1 Controls
Drive, Shelton, Connecticut 06484 and our telephone number is (203) 937-6137. Our Website is located at http://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 development stage company with
several drugs in various stages of pre-clinical development, including late stage IND-enabling non-clinical studies. We have no
customers, products or revenues to date, and may never achieve revenues or profitable operations.
The Company’s primary focus is bringing
its topical treatment for shingles into human clinical trials first, which we believe is our most advanced drug indication. 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. In addition,
the Company has drug candidates in development against severe influenzas (including bird flu), HIV, Dengue, Ebola/Marburg and other
viruses at different preclinical stages. According to a 2014 market report prepared by Jain PharmaBiotech (“Jain”),
entitled “Antiviral Thereapeutics, Technologies, Markets & Companies,” the overall market size for our potential
drugs is estimated to be between $40~65 Billion by 2023. This broad pipeline is enabled by our unique post-immunotherapeutic “bind-encapsulate-destroy”
technology platform.
We are a development-stage company with the goal of commercializing special purpose nanomedicine for anti-viral
drugs based on a novel, first-in-class mechanism. The Company's novel nanoviricide® class of drug candidates are designed to
specifically attack enveloped virus particles, on the same sites that they use to bind to cells and dismantle them. Our unique
biomimetic approach promises that a virus cannot escape our nanoviricide drugs due to mutations, if the virus-binding ligands perform
as designed.
The Company’s drug candidates
are licensed from TheraCour Pharma, Inc., (“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 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. The Company has exclusive licenses from
TheraCour for drug candidates derived from and based on TheraCour’s technologies for several viruses. In 2005, the
Company 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, the Company 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 (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, the Company is currently
negotiating a license from TheraCour for non-simplex herpes viruses, in particular, for VZV (shingles, chicken pox virus).
TheraCour has developed a lead indication for the treatment of VZV shingles exclusively for the Company at the
Company’s request and with funds paid by the Company. The Company has conducted a valuation for the shingles and PHN
(“postherpetic neuralgia”) indications. The Company and TheraCour have executed a Memorandum of Understanding on
the general terms of the Licensing Agreement for VZV. A definitive agreement is currently being negotiated by the parties. To
date, TheraCour has not withheld any licenses for antiviral nanomedicines that NanoViricides has asked for, and we anticipate
that the VZV license will be executed shortly.
The Company retains worldwide exclusive
rights to commercially develop, commercialize, and marketthe licensed products. The Company pays 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. The Company may perform initial developmental testing by itself
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. The Company expects to perform human clinical trials using contract
research organizations with expertise in such clinical trials. The Company intends to sponsor the drugs for commercialization activities
and obtain the rights of commerce under various regulatory authorities for its own use.
The Company focuses its research and clinical
programs on specific anti-viral therapeutics and is seeking to add to its existing portfolio of products through its internal discovery
and clinical development programs and through an in-licensing strategy. To date, the Company has not commercialized any product.
The Company’s objectives are to create
the best possible anti-viral nanoviricides and then subject these compounds to rigorous laboratory and animal testing towards US
FDA and international regulatory approvals. Our long-term research efforts are aimed at augmenting the nanoviricides that we currently
have in development with additional therapeutic agents to produce further improved anti-viral agents in the future. We believe
that many viral infections that are at present untreatable or incurable would be curable using such an advanced approach.
The Nanoviricide® Platform Technology
NanoViricides, Inc. is engaged in the application
of nanomedicine technologies to the complex issues of viral diseases. The nanoviricide® technology enables direct attacks at
multiple points on a virus particle. It is believed that such attacks would lead to the virus particle becoming ineffective at
infecting cells. Antibodies in contrast attack a virus particle at only a maximum of two attachment points per antibody. In addition,
the nanoviricide technology also simultaneously enables attacking the rapid intracellular reproduction of the virus by incorporating
one or more active pharmaceutical ingredients (APIs) within the core 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.
Our anti-viral therapeutics, that we call
“nanoviricides®” are designed to look to the virus like the native host cell surface to which it binds. Since these
binding sites for a given virus do not change despite mutations and other changes in the virus, we believe that our drug candidates
will be broad-spectrum, i.e. effective against most if not all strains, types, or subtypes, of a given virus, provided the virus-binding
portion of the nanoviricide is engineered appropriately.
This powerful 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.
It
is important to realize that the flexible nanoviricides nanomedicines show substantial advantages over hard sphere nanoparticles
in this antiviral drug application. 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 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-Encapsulate-Destroy”
strategy to eliminate the free virus.
A Nanoviricide is constructed by chemically
attaching a ligand designed to bind to a virus particle, to a polymeric material that forms a flexible nanomicelle by self-assembly.
If antibodies are known to affect a viral disease, it is possible to construct a nanoviricide against it, and there can be a general
expectation of some success, depending upon the ligand chosen. We can choose a ligand from any of a number of chemical classes,
including small chemicals, peptides, or antibody fragments or even whole antibodies.
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
platforms 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.
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 mimic the cognate cellular receptor of the virus, using rational design and molecular
modeling strategies and our internal, accumulated expertise. This is the receptor to which a virus binds to gain entry into
the human cell. Some viruses use more than one, different, receptors. 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’ 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.
Beyond Antibodies or “Post-Immunotherapeutic”
Approach: A Nanoviricide in Its Design is a Nanomachine Built to Destroy Viruses
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. 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.
This attack is expected to result in loss of the viral glycoproteins that it uses to bind to cell and to fuse with the cell membrane,
thus rendering the virus particle non-infectious. In contrast, for an antibody to be successful as a drug, as many as ten to fifteen
antibodies must bind to saturate the virus surface. 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.
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. Such viral escape from antibodies has been witnessed in almost every viral epidemic, be
it HIV/AIDS, Influenza pandemic of 2009, or the Ebola epidemic of 2014-15. In contrast, a nanoviricide would complete the job of
making the virus particle non-infectious, without any help from the human immune system.
Broad-Spectrum Nanoviricide Drug Candidates
A nanoviricide is generally “broad-spectrum”
in the sense that it would be effective against all viruses that use the same cellular receptor, binding to the same site on that
cellular receptor.
Formulation is Inherent in the Design
Aspect of a Nanoviricide
Since declaring our clinical candidate,
namely NV-HHV-101 formulated as a skin cream for topical treatment of shingles rash, further development of this drug towards scale-up,
formulation, and cGMP-like manufacture has already been accomplished in a relatively rapid manner. Formulation development for
novel drugs in normal pharmaceutical paradigm often takes years. However, 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 after clinical candidate declaration.
We have previously manufactured multi-kilogram
quantities of the final drug product for shingles cGLP Safety/Toxicology studies that are required for filing an IND.
Uniform Polymer Nature Enables Nanomedicine
Manufacturing Quality Assurance
A major problem in the field of nanomedicines
has been that most nanomedicines 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, and the very nature of polymer and particle making
processes.
The nanoviricide technology has been designed
from the ground up to enable consistent manufacture and control. Thus, the nanoviricide backbone is a homopolymer of a single repeating
unit or monomer, and not a block copolymer. 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 assessed 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. The final nanoviricide solutions
can be sterile filtered using standard membrane filtration processes. The resulting solutions can be concentrated in a non-contaminating
environment in our Process Scale-Up Lab or our cGMP-capable Manufacturing Facility.
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.
Our BSL-2 Certified Virology Lab
We have a BSL-2 (Biological Safety Level
2) certification from the State of Connecticut for our Virology suite at the Shelton campus. This suite comprises three individual
virology workrooms, enabling us to work on several different viruses and strains at the same time. This facility is designed only
for cell culture studies on viruses, and no animal studies can be conducted at any of our own facilities.
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.
The Company’s Virologist. Dr. Friedrich,
has previously performed drug screening of hundreds of candidates against several viruses including alphaviruses, bunyaviruses,
and filoviruses (namely, Ebola and Marburg, which are BSL-4), to discover potential therapeutics, while he was at the United States
Army Medical Research Institute of Infectious Diseases (USAMRIID). Brian has also worked extensively on Flaviviruses, specifically
West Nile Virus, while at University of Texas Medical Branch (UTMB). He has also worked on HIV as part of his PhD thesis. Dengue
viruses, and the Zika virus belong to the Flavivirus family.
We have now developed in-house cell culture
screening capability for developing drug candidates against VZV, HSV-1 and HSV-2, as well as influenzas and HIV, among others.
This capability has substantially strengthened our drug development programs. 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.
cGMP Manufacturing Facility
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 believe we are one of the very few small
pharmaceutical drug innovators that possess their own cGMP or cGMP-capable manufacturing facility. With our Shelton, Connecticut
campus and pilot-scale cGMP-capable manufacturing facility, we believe we are in a position to advance our drug candidates into
clinical trials, produce the pre-clinical “tox package” batches, and the clinical drug substance batches.
We believe that this facility will be capable
of scaling to the quantity of product needed for initial market introduction and revenue generation from our first drug when approved.
We have already performed production of kilogram-scale batches of drug substance and multi-kg scale batches of drug product at
this facility successfully. We believe this scale is sufficient for clinical trials, and, depending upon final dosage level, this
scale may be sufficient for initial market entry.
State of the Company – Drug
Development Programs – Focus on HerpeCide™ Program
During the fiscal year ending June 30,
2019, we have focused our efforts primarily on the HerpeCide program. We are developing drugs against three indications in this
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. Our parallel development of these indications
maximizes return on investment and shareholder value. Of these, the shingles indication program has advanced to the level of IND-enabling
Safety/Toxicology studies (i.e. “Tox Package” studies). We are currently advancing it towards an IND filing. We believe
that the other two indications will advance to an IND stage in the very near future.
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. Such expansions would enable maximization of return
on investment (ROI) and maximization of shareholder value.
Including the HerpeCide program explained
above, we currently have eight different drug development programs, attesting to the strength of our platform technology. We have
chosen to focus strategically on our HerpeCide™ program indications and drug candidates that are expected to result in a
robust franchise with drug approvals against a number of different herpes virus indications.
Pharmaceutical drug development is an expensive
and long duration proposition. Management’s plan is to develop each of our nanoviricides to the necessary stage(s) and then
engage into licensing or co-development relationships with other pharmaceutical companies. 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 the Company. As and when needed,
management plans to continue to raise additional funds for our continuing drug development efforts from public markets.
We believe we are one of the very few small
pharmaceutical drug innovators that possess their own cGMP or cGMP-capable manufacturing facility. With our Shelton, Connecticut
campus and pilot-scale cGMP-capable manufacturing facility, we are in a position to advance our drug candidates into clinical trials,
produce the pre-clinical “tox package” batches, and the clinical drug substance batches.
The Company’s cGMP-capable pilot-scale
manufacturing facility in Connecticut may enable initial market entry for some of our products upon approval, allowing the Company
to grow into a stand-alone Pharma company, in addition to a potential licensing strategy for success. The Company thus continues
to minimize risk to investors by improving the potential for success.
While we have continued to make significant
progress in advancing our HerpeCide program drug pipeline, we have also had to curtail our programs and slow down drug development
towards the clinic due to fiscal constraints. In particular, R&D staffing at our affiliates has been reduced significantly,
by about 40% in the last few years. This is expected to have the effect of lengthening our timeline to begin human clinical trials.
The HerpeCide™ Program is Now
Our Top Priority – Shingles is Lead Indication moving into IND-enabling “Tox Package” Studies
During the fiscal year ended June 30, 2019, we have met several milestones towards developing our first
drug for regulatory approval:
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We declared a clinical candidate, namely NV-HHV-101, for the treatment of shingles rash in third
quarter of calendar year 2018.
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We developed manufacturing processes for the drug substance at kilogram scale.
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We designed and developed the final formulation of the drug substance for use as a skin
cream. Of note, we achieved formulation development in a short time frame of about six weeks. This attests to the
capabilities of nanoviricides platform technology wherein formulation considerations are taking into account as an inherent
design aspect, thereby saving time in the formulation phase.
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We manufactured the NV-HHV-101 drug substance as well as the formulated drug products at different
concentrations, as required for the first portion of the IND-enabling Safety/Toxicology studies, namely, non-GLP Safety/Toxicology
studies.
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We engaged BASi, Evansville, IN, to perform the IND-enabling Safety/Toxicology ("Tox Package")
studies. BASi is a well-known CRO specializing in these pre-clinical IND-enabling studies.
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The non-GLP Safety/Toxicology studies began towards the end of December 2018. These studies were
successfully completed around March 2019.
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We filed a pre-IND application for shingles rash treatment using topical skin cream, NV-HHV-101,
soon after the non-GLP studies report was available to us.
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We received favorable comments from the US FDA regarding our drug development plan for NV-HHV-101
into initial human clinical trials, around end of May 2019.
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We developed and implemented cGMP-compliant manufacturing processes.
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We manufactured a cGMP-compliant large-scale batch of approximately 1kg of NV-HHV-101 drug substance,
and several kg batches of formulated drug products as needed for the ensuing GLP Safety/Toxicology study.
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The GLP Safety/Tox study began at BASi around June 2019. Subsequent to the reporting period, the
in-life portion of this 28-day study in different animal species has been completed successfully.
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We have executed a Memorandum of Understanding regarding general terms of the license
agreement from TheraCour for drugs in the VZV vertical field. A definitive agreement is being negotiated by the parties.
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Subsequent to the reporting period, on
August 5, 2019, we reported that the in-life portion of the GLP Safety/Toxicology studies was completed successfully. We reported
that NV-HHV-101 has been found to well tolerated in the clinical observation portion of the GLP Safety/Toxicology study of NV-HHV-101
as a dermal treatment. Additional studies required for the Safety and Toxicology datasets for filing an IND are in progress.
Thus, we have executed diligently, rapidly,
and successfully, in developing our first drug candidate in pre-clinical trials towards human clinical trials in this fiscal year,
despite significant resource limitations in terms of both skilled personnel and available budgets. In addition, we have continued
to work on the HSV-1 and HSV-2 drug candidate developments in the background.
In the ensuing fiscal year, we believe
we will be able to meet several important milestones towards establishing human proof-of-concept for the nanoviricides platform:
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Finalize human clinical trials designs for Phase I and Phase II trials for NV-HHV-101 for topical
treatment of shingles rash.
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Engage a contract Clinical Research Organization for conducting the human clinical trials.
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Complete the IND-enabling studies, and prepare appropriate reports.
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Complete manufacture of cGMP-compliant drug substance and drug products in quantities sufficient
for anticipated human clinical trials as designed.
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Submit an IND-application to the US FDA, or an appropriate international regulatory agency.
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Initiate and conduct Phase I human clinical trials, to determine safety and tolerability of NV-HHV-101
in human subjects.
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If possible, initiate Phase II human clinical trials to determine effectiveness of NV-HHV-101 in
controlling shingles rash and to study the effectiveness of NV-HHV-101 regarding shingles pain.
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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 the
Company's control.
We also intend to continue HSV-1 and HSV-2
drug candidate developments towards the goal of declaring a clinical candidate for topical treatment of cold sores and genital
ulcers, respectively.
The Shingles Topical Treatment Drug
Program
Our most advanced drug candidate is a nanoviricide
against VZV (varicella-zoster virus), the virus that causes debilitating shingles rash in adults and chickenpox in children. Its
first indication is expected to be as topical treatment of shingles rash. About 500,000 to 1 million episodes of herpes zoster
(shingles) occur annually in the United States alone. In spite of the new Shingrix™ vaccine, the market size for a therapeutic
for shingles is estimated to be in excess of $1 billion dollars according to two consulting firms, namely BioEnsemble, LLC and
NanoTech Plus LLC, in reports prepared for the Company. There is currently no approved drug against shingles, PHN or chickenpox,
indicating an unmet medical need.
Broad-Spectrum HerpeCide™ Drug
Candidates Enable Additional Indications
The potential broad-spectrum nature of
our anti-HSV drug candidates is expected to enable several anti-herpesviral indications. Thus, 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. Further, the treatment of
herpes virus infections caused by acyclovir- and famciclovir- resistant mutants is currently an unmet medical need.
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 currently anticipated. We anticipate that many of these new drugs would be variations on our current drug candidates.
It is therefore expected that the incremental cost of drug development for such additional indications could be substantially smaller
than the cost of developing drugs against other viruses in our portfolio.
Progress in Identifying Clinical Lead
Drug Candidates against the Four HerpeCide Program Indications
Previously, in August 2015, we obtained
confirmatory animal studies data on our then current lead anti-herpes virus drug candidate from TransPharm, LLC. The data confirmed
the results earlier obtained in Professor Ken Rosenthal’s Lab at the NorthEast Ohio Medical Center (NEOMED). In both studies,
dermal topical treatment with our anti-HSV drug candidate led to 85~100% survival in mice lethally infected with the zosteriform,
neurotropic, clinically derived and relevant strain, namely HSV-1 H129. In contrast, all of the untreated mice had severe clinical
morbidity and none of the untreated mice survived. These studies established this drug candidate as a viable, effective potential
drug. Professor Rosenthal has since retired from NEOMED and is now Professor of Biomedical Sciences at the College of Medicine,
Roseman University of Health Sciences, Summerlin, NV.
We have developed additional variations
of the ligand used in this older herpecide drug candidate using molecular modeling and rational design strategies. The new ligands
appear to have substantially improved effectiveness and with a similar level of safety as did the prior tested ligand. We are now
performing studies on chemical covalent conjugates of these ligands with different “nanomicelle” polymer backbones.
We are performing a set of studies to identify the lead clinical candidates for the different herpes virus indications based on
these new nanoviricides.
We have found in preclinical studies that
the nanoviricides drug candidates developed against herpes HSV-1 and HSV-2 are also effective against the shingles virus, namely
the Varicella Zoster Virus (VZV), also called HHV-3 (human herpesvirus-3) in cell culture studies in house. These data were presented
at the American Society of Virology 2017 annual meeting held in June 2017 at Madison, WI. Additional studies have continued to
demonstrate strong effectiveness as the development progresses.
We have also found in preclinical studies
that the shingles treatment nanoviricides drug candidates were highly effective in VZV infection studies using human skin-patch
organ culture (SOC) model. We have repeatedly found strong effectiveness in the SOC studies using different variations of the drug
candidates aimed at establishing the final clinical drug candidate. These studies were performed in the Professor Jennifer Moffat
Lab at the Upstate Medical Center in SUNY, Syracuse, NY. The Moffat group presented some of these data at the 31st International
Conference on Antiviral Research held in Porto, Portugal, on June 10-15, 2018.
At present, there is no well-established
animal model of shingles infection, while animal models have been developed to test for shingles vaccines. We are employing the
human skin explant-based SOC model for evaluation of drugs against VZV infection, in lieu of animal studies. This model is expected
to be more relevant than an animal model. It is particularly suited for a topical drug such as ours. We believe that these human
skin-patch SOC model experimental data will be sufficient to establish the effectiveness of a nanoviricide drug candidate to pursue
further in human clinical studies.
Our developmental drug candidates for
shingles treatment were also found to have a good safety profile in a preliminary rat safety/toxicology study, as we reported
in April 2018. No clinically observable adverse safety and toxicology effects were seen in this study of the Company’s optimized
topical dermal drug candidates based on multiple parameters evaluated. There were no adverse effects on the skin at the treatment
sites. Equally importantly, the results of the non-GLP safety and toxicology study showed that there were no overall observable
systemic effects either. There were no observable direct effects on the primary organ function whether the drug was administered
to the skin or administered systemically. This includes liver and kidney function. This is important as the liver and kidneys
are major organs involved in drug toxicity. Dermal topical treatment of rats with formulated drug candidates was evaluated in
this study as a primary objective, since skin is the primary breakout site of HSV-1, HSV-2, and VZV infections. Additionally,
the same drug candidates as formulated for systemic delivery were employed to evaluate potential systemic safety/toxicological
effects. We now also report herein that there were no observable changes in the histo-pathological study (tissue structure) of
a panel of organs including the brain, heart, liver, lungs, spleen, kidney, intestines, uterus, testis, as well as skin upon treatment
with the tested drug candidates. The study was conducted by AR Biosystems of Beverly, MA.
Of note, the drug candidates tested in
this safety/toxicology study have previously shown broad-spectrum effectiveness against alphaherpesviruses, i.e. HSV-1, HSV-2,
and VZV.
These results are consistent with the positive
findings in a model of VZV (the shingles virus) infection of human skin in which no safety or toxicology concerns have been observed,
further demonstrating the safety of these drug candidates. The drug candidates have shown strong effectiveness in these shingles
virus studies as well, as previously reported. Further, these candidates have demonstrated strong anti-viral activities against
HSV-1, HSV-2, and VZV in cell culture studies using multiple cell lines.
These results have enabled the identification
and declaration of a clinical drug candidate in the HerpeCide program. We have taken this candidate, namely NV-HHV-101, into IND-enabling
studies, towards human clinical trials. The first indication we intend for treatment with this drug is the topical treatment of
shingles rash.
The Company’s drug candidates in
HerpeCide™ program are being developed for direct topical application on the affected areas to control the infections. Direct
topical application enables delivery of the highest possible concentrations of the active substance directly at the site of infection.
This allows for maximal clinical effectiveness, while at the same time minimizing side effects that are seen with systemic therapy
(such as oral drugs or injectables).
This dermal drug development workload
is expected to be significantly shorter than the studies for ocular, injectable, or oral drugs. We anticipate filing an IND once
the report of these IND-enabling studies is available.
Topical treatment of herpes virus infections
is important because herpes viruses become latent in neuronal cells or in ganglia and cause periodic localized breakouts that
appear as skin rashes and lesions. Systemic drug treatment results in side effects because of the high systemic drug concentrations
that need to be achieved and the large drug quantities that must be administered. Since the virus remains mostly localized in
the area of the rash and connected nerve apparatus, using high concentrations of drugs delivered in small quantities topically
would allow maximizing the effectiveness while minimizing side effects.
Since these nanoviricides are designed
to attack the virus directly, we believe that human clinical studies should reflect the success of the preclinical studies.
We are also continuing to work on developing
relevant chemical identification and characterization assays, physicochemical and biochemical characterization assays, and chemical
process optimization studies, as part of the CMC (Chemistry, Manufacture and Controls) section of the Investigational New Drug
(IND) Application for the shingles drug. We believe this drug will be our first candidate into human clinical trials.
HerpeCide Program Collaborations and
Program Update
We have engaged in several collaborations
to help us finalize clinical candidates and develop IND-enabling pre-clinical data in our various programs this year. Notably,
we have continued collaborations with the CORL at the University of Wisconsin for HSV-1 and HSV-2, with focus on small animal models
for ocular and dermal diseases.
In addition, we have a continuing relationship
with Bio-Analytical Systems, Inc. (“BASi”), Indiana, a CRO for GLP and non-GLP safety/toxicology (“Tox Package”)
studies. Further, we continue to engage Biologics Consulting Group (BCG), Virginia, for advice and help with regulatory affairs.
We also have a collaboration with the Campbell
Lab at the University of Pittsburgh for in vitro cell culture models of various ocular viruses including many adenovirus and herpes
virus strains, as well as animal models for ocular herpes keratitis (HK) and adenoviral epidemic keratoconjunctivitis (EKC).
In addition, we have continued our agreement
with SUNY Upstate Medical University for the testing of the Company’s nanoviricides® drug candidates against varicella
zoster virus (VZV), i.e. the shingles virus. This research is being performed in the laboratory of Dr. Jennifer Moffat.
Initially, Dr. Moffat conducted cell culture
studies i.e. in vitro studies. Upon finding that the nanoviricides drug candidates were effective against VZV in cell cultures,
Dr. Moffat advanced the studies to the ex vivo human skin-patch organ culture (SOC) model studies stage, wherein our drug
candidates are being evaluated against VZV infection of human skin patches.
Dr. Moffat has extensive experience in
varicella zoster virus (VZV) infection and antiviral agent discovery. The goal of these studies is to help select a clinical drug
development candidate for toxicology and safety evaluation intended for clinical trials for the treatment of shingles in humans.
VZV is restricted to human tissue and only
infects and replicates in human tissue. The ex vivo studies are continuing to evaluate the efficacy of the Company’s
nanoviricides to inhibit VZV in human skin organ cultures. Dr. Moffat has developed the human skin organ culture VZV infection
model for the evaluation of therapeutics. This model is a good representative model of natural VZV infection in humans as well
as an important model for evaluating antiviral activity, because it demonstrates behavior similar to the skin lesions caused by
VZV in human patients.
Dr. Moffat is an internationally recognized
expert on varicella zoster virus, and her research has focused on the pathogenesis and treatment of infection by this virus. The
National Institute of Health has recognized this VZV model via a contract with Dr. Moffat’s lab for evaluating antiviral
compounds against VZV. Dr. Moffat is the director of two research core facilities at SUNY Upstate: the Center for Humanized Mouse
Models and In vivo Imaging.
The Company has established a direct relationship
with the Moffat lab, without NIH as an intermediary.
In addition, Dr. Brian Friedrich, Senior
Virologist of the Company continues to perform extensive antiviral cell culture studies against VZV, HSV-1 and HSV-2 using multiple
cell lines and multiple strains of the viruses, in our BSL-2+ anti-viral cell culture laboratory in Shelton, CT.
Dr. Friedrich presented a poster entitled
“Novel Nanoviricides® Highly Effective Against Varicella Zoster Virus in Cell Culture” at the 36th Annual Meeting
of the American Society of Virology (ASV) on June 26th, 2017. The ASV Meeting was hosted and held at the University of Wisconsin-Madison,
from June 24th to 28th, 2017 (https://extensionconferencecenters.uwex.edu/asv2017/).
The two active nanoviricide® candidates
presented therein inhibited VZV up to 5x better than acyclovir-sodium (the current standard of care), and completely inhibited
VZV protein production/infection in cell culture studies. These results indicate a very high level of anti-VZV effectiveness. The
nanoviricide candidates were non-cytotoxic even at the highest doses in all cell lines tested. Thus it should be possible to administer
very high concentrations of the drug locally on the skin without any deleterious effects.
Importantly, the data presented demonstrated
that the anti-viral activity of a nanoviricide is driven by the virus-specific ligand attached to it. Thus, two of the nanoviricide
drug candidates were highly effective against VZV, whereas a third one was not as effective. All three ligands were derived by
in silico computer-aided drug design based on known structures of HSV glycoprotein binding to the cellular receptor, namely the
herpes virus entry mediator (HVEM), and thus were expected to be active against herpes simplex viruses, and only some of them were
anticipated to be active against all alphaherpesviruses. VZV is an alphaherpesvirus. This has once again demonstrated the validity
of our scientific drug development approach.
On July 10, 2017, the Company announced
the results of initial testing of our anti-herpes drug candidates in the ex vivo human skin patch “SOC” model
performed by Dr. Moffat.
The anti-shingles nanoviricides® drug
candidates achieved dramatic reduction in infection of human skin by the varicella-zoster virus (VZV), the shingles virus in this
study. These findings corroborate the previously reported findings of inhibition of VZV infection of human cells in culture. The
antiviral effect of certain nanoviricide drug candidates was substantially greater than the effect of the standard positive control
of cidofovir added into media. Even more remarkably, the effect of these nanoviricides drug candidates was equivalent to a topical
formulation of 1% cidofovir applied directly onto the skin patch. A topical skin cream containing 2% cidofovir is clinically used
in very severe cases of shingles. However, the cytotoxicity of cidofovir is known to cause ulceration of the skin to which it is
applied, followed by natural wound healing.
Additional studies have continued at Dr.
Moffat lab with small variations on the drug candidates and have led to the identification of a clinical drug candidate. These
studies have continued to demonstrate excellent efficacy of our nanoviricide drug candidates against the VZV virus infection. Dr.
Moffat presented some of the data at the 31st International Conference on Antiviral Research held June 11 - June 15, 2018 in Porto,
Portugal.
Shingles and Associated Pain, Postherpetic
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 age 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.
A Phase 3 clinical study comparing FV-100
to valacyclovir for PHN and shingles was terminated by ContraVir Pharma. FV-100 is a nucleoside analog with an extremely restricted
activity range. A helicase/primase inhibitor, ASP2151, was found to be non-inferior to valacyclovir in a shingles clinical study.
Astellas has suspended its development due to serious side effects in some healthy volunteers. A drug with a novel mechanism of
action such as our nanoviricides should be promising.
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, subsequent to the reporting period, 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.
HSV-1, HSV-2, Ocular Herpes Keratitis
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.
We believe that we will be able to successfully
develop a drug candidates for Ocular Herpes Keratitis (HK) as well. It 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)
The Company is also exploring additional
indications of its anti-herpes drug candidates which is 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 followed by 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.
cGMP Manufacture
We have already manufactured our lead drug
candidate, NV-HHV-101, in a cGMP-compliant manner at this facility for the 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.
The FluCide™ Program
We intend to re-engage the FluCide program
once the HerpeCide drug candidates enter human clinical trials, resource permitting. Previously, we had achieved industry-leading
effectiveness levels demonstrating as high as 1,000-fold viral load reduction in a lethal animal model of influenza infection with
multiple strains of influenza. We were developing an injectable drug candidate for treatment of severely ill patients, and an oral
drug candidate for the treatment of out-patients.
DengueCide™
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.
HIVCide™
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. The Company believes 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. The Company believes
that substantially all HIV virus 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, the Company believes that this therapy would also minimize the chances of HIV transmission. The Company is currently
optimizing the anti-HIV drug candidates. These drug candidates are effective against both the R5 and X4 subtypes of HIV-1 in cell
cultures. The Company believes 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. 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.
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: Ebola, 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.
To date, the Company does not have any
commercialized products. The Company continues to add to our existing portfolio of products through our internal discovery and
clinical development programs and also seeks to do so through an in-licensing strategy.
Thus, this year, we have further focused
our programs and prioritized them in order to advance our first drug candidate into the clinic in the fastest possible path.
Safety and Toxicology Studies
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. This, along with efficacy
studies in the Human Skin Organ Culture model of Dr. Moffat, led us to identify a clinical candidate, namely, NV-HHV-101. We
have performed IND-enabling non-GLP Safety Toxicology studies of this clinical candidate in multiple animal species.
NV-HHV-101 was well tolerated at all dosages tested and none of the parameters tested were affected. Based upon these
results, a GLP Safety/Toxicology study of dermal treatment in mini-pigs has been commissioned. These safety results are in
agreement with histopathological observations in the human skin organ culture model studies.
We previously performed initial safety-toxicology
screening of an optimized FluCide® drug candidate in a GLP-like toxicology study in rats, as an injectable drug. We reported
that a good safety profile was observed for this drug candidate in rats at the end of January 2015. These results are in agreement
with the previously reported results of a non-GLP toxicology study in mice. These study results also support the Company’s
positive findings in animal models of infection with different influenza A virus strains in which no safety or toxicology concerns
were observed. The Company has previously reported that many of its FluCide candidates demonstrated extremely high anti-influenza
activity in those models. These results are extremely important since they indicate that FluCide continues to look very promising
as one of the most advanced candidates in the Company’s drug development pipeline.
We believe that these safety/toxicology
results are also applicable to other drug candidates as well in the sense that they have established the safety of the polymer
backbones that we have employed. The polymer is made up of PEG (polyethylene glycol) chains put together into a single polymer
chain with ligands and pendant lipids substantially uniformly attached at the connector points. This enables the nanoviricide to
be substantially non-immunogenic. PEG chain attachment or PEGylation is a widely used technique for rendering antibodies and other
drugs substantially non-immunogenic.
Successful preliminary safety study in
an animal model has cleared the way for us to begin IND-enabling safety/toxicology study for our shingles treatment drug candidate,
as described earlier.
Clinical and Regulatory Strategy
We have engaged Biologics Consulting Group,
a well-known group of regulatory consultants, to advise us on the regulatory pathways, and the studies required for the IND applications
for the various disease indications.
At present, our anti-VZV drug candidate
is in IND-enabling development stage, and is expected to enter human clinical trials once the current GLP Safety/Toxicology and
related IND-enabling studies are completed.
The other HerpeCide™ program drug
candidates are expected to follow into clinical development, as the necessary additional safety and efficacy studies in cell culture
and animal models are performed. We depend upon external collaborators for animal safety and efficacy studies, limiting the speed
of our drug development work. While we seek collaborators and providers that have animal models that may be predictive of efficacy
in human clinical trials, pharmaceutical drug development relies on what is available and what is doable rather than this gold
standard. Newly implemented animal models require validation studies to establish how reproducibly they can discriminate between
placebo and drugs that are known to work in the clinic, when such drugs are available. In many cases, we have to rely upon research
level animal models that have not yet established such robustness. Nevertheless, we can continue to use such models to obtain preliminary
indications for drug candidate refinements.
We believe that the efficacy we have observed
of our anti-VZV drug candidates in the ex vivo Human Skin patch Organ Culture “SOC” model in the Moffat Lab
is a strong indicator that these drug candidates are worthy of clinical development. There is no well-established animal model
for shingles at present. As such we assume that these datasets will be sufficient for filing an IND.
With the non-GLP Safety/Toxicology data,
and our Chemistry, Manufacture and Controls (CMC) manufacturing dataset, we filed a pre-IND application with the US FDA for NV-HHV-101
as a topical treatment for shingles rash.
On June 3, 2019, the Company reported that
the US FDA (the Agency) has generally agreed in its pre-IND response that the plan of drug development presented by the Company
to the FDA is generally adequate at this time. The Company received the response on May 23, 2019.
In particular, the Agency agreed that the
Company’s strategy for drug substance and drug product acceptance criteria is adequate. The Agency further agreed that the
IND-enabling non-clinical studies proposed by the Company are generally adequate. The US FDA also said 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 are generally consistent with the Company’s
planned IND-enabling non-clinical studies. The Company has discussed the Agency’s comments and suggestions in detail with
its regulatory consultants from Biologics Consulting Group, VA, and has continued the pre-clinical development program accordingly.
We believe that our existing cGMP-capable
manufacturing facilities are sufficient for the production of drug products for human clinical studies.
Large Market Sizes – The Company
Targets an Overall Anti-Viral Drug Market Size that Exceeds $40B
The current market size for drugs for the treatment of different herpes simplex infections is estimated
to be approximately $2~4 billion. The current market size for the treatment of shingles is estimated to be approximately $500 million
to $1billion. 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.
The approximate market size for severe
cases of shingles may be approximately one billion dollars. Severe cases of shingles may lead to hospitalization in several thousand
cases in the USA every year. In addition, shingles appearing on the face may reach the eye and may cause significant vision issues.
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. A new two-dose shingles vaccine called Shingrix®
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 supplies of this vaccine are limited at present.
Shingles is not seen as a life-threatening or life-modifying disease, the use of vaccines is limited, and may continue to be limited,
especially if an effective drug is developed.
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.
Our focus at present is on the topical
treatments for different herpes virus infections in the HerpeCide program, as listed elsewhere in this report. We plan on re-engaging
our Influenza and HIV programs when sufficient funding and skilled human resources are available.
Our Campus in Shelton, CT
We believe we are one of a few bio-pharma
companies with its own cGMP-capable manufacturing facility. The multi-kilogram production scale of our facility would enable the
potential for NanoViricides to become a fully integrated pharmaceutical company (“FIPCO"), organically growing by generating
revenues from initial market entry, if our first drug is approved for marketing by appropriate regulatory authorities. As an example,
a similar transition from R&D to FIPCO at Alexion (stock symbol: ALXN) led to a significant upswing in the market value of
that company.
With the large R&D labs, Analytical
labs, the Bio labs, the Process Scale-Up production facility, and the cGMP-capable manufacturing facility established at our Shelton
campus, we are in a much stronger position than ever to move our drug development programs into the clinic rapidly. These capabilities
have enabled the rapid progress of our first drug candidate from development cycles through clinical drug candidate declaration
to IND-enabling non-GLP and GLP Safety/Toxicology studies over the past two years.
Process Scale-Up Production Capability
The Process Scale-up area is available
and operational at scales of 200g to 2kg per step for different chemical synthesis and processing steps as required. It comprises
reactors and process vessels on chassis or skids, ranging from 1L to 30L capacities, as needed. Many of the reactors or vessels
have been designed by us for specific tasks.
cGMP Production Capability
Our versatile, customizable cGMP-capable
manufacturing facility is designed to support the production of multiple kilograms-scale quantities of any of our nanoviricides
drugs. In addition, it is designed to support the production of the drug in any formulation such as injectable, oral, skin cream,
eye drops, lotions, etc. The production scale is designed so that clinical batches for Phase I, Phase II, and Phase III can be
made in this facility. The clean room suite contains areas suitable for the production of sterile injectable drug formulations,
which require special considerations.
We believe that the production scale is
sufficient for initial market entry of the current drugs in the HerpeCide program.
This cGMP-capable facility can handle multiple
reactors on chassis of up to 75L capacities.
At present, we move operations to our cGMP-capable manufacturing
facility from the Process Scale-up facility as the operational steps are developed to the level needed for moving them into the
cGMP facility. This requires the development of draft-level Standard Operating Procedures, training, and drill-through of operations.
We now have a functional Quality Assurance and Quality Control Department.
Resource Considerations
We have lost approximately 40% of our personnel in the Chemistry
and Engineering through attrition over the last few years and have not replaced them with new hires. The remaining staff is busy
developing our pre-clinical HerpeCide programs.
Given the limited financing, we have not
been able to attract the necessary talent for replacing the lost staff and for building out the additional independent departments
such as QA/QC. We have been working with our extremely versatile and multi-talented team, in a task-serialized fashion, over the
last several years. While the versatility of the team has enabled us to develop and establish most of the required quality assays
and methods, we are severely limited in our abilities to develop the multiple programs wherein we have already obtained pre-clinical
successful results. Also, we will need to add skilled staff before engaging into drug production for Phase 2 and Phase 3 human
clinical trials.
We operate in a completely novel area of
medicines, which is broadly described as polymeric-micelle based drug conjugates and complex nanomedicines. Our technologies are
also completely novel, and unmatched in the industry. As such, we anticipate a longer training period for new employees than for
normal small chemical or biological drugs. We need talented personnel with specialized training. With the extreme difficulties
in hiring foreigners due to immigration requirements, there is only a severely limited talent pool that may be available or accessible
to us.
We employ the same team that developed
the small-scale synthesis chemistry for translation of those chemical syntheses into clinical-scale processes, and also to perform
the related chemical engineering, quality control, quality assurance, and regulatory tasks along the way. Because of the small
size of our scientific staff, this results in significant serialization of efforts. However, the personnel cost, as well as the
time and expense cost of transfer of knowledge and training of a separate dedicated team is avoided because the same expert scientists
who have developed the chemistries are also involved in scaling them up into process scale. To enable such extensive multi-tasking,
we have a continuous training program in place, with both formal and informal components. We believe that this approach helps us
keep drug development costs as low as possible.
Our BSL-2 Certified Virology Lab
We have established several different types
of assays for screening of candidates against VZV, HSV-1 and HSV-2 in our BSL-2+ Virology lab. We believe that having developed
the internal capabilities for cell culture testing of our ligands and nanoviricides against a variety of viruses has substantially
strengthened our drug development programs. We believe that this internal screening enables speedy evaluation of a much larger
number of candidates than external collaborations allow. This has significantly improved our ability of finding highly effective
ligands and performing structure-activity-relationship studies of the same in a short time period.
We have the ability to work on multiple
types of viruses or multiple virus strains at the same time, as this facility comprises three independent virological rooms. We
also have the capability for performing HIV screening assays based on cell culture in house now, once we re-engage that program.
We also have the ability to perform limited anti-influenza drug screening assays in cell culture in house.
It is now possible for us to implement
several other cell culture-based assays for many different viruses. These capabilities are expected to enable rapid drug development
once we re-engage the drug development efforts in areas beyond the HerpeCide program again.
We do not have the facilities for performing
animal model studies for any of our programs. We depend upon external collaborators for such studies.
Manufacturing Requirements of Some of
Our Drug Candidates
The HerpeCide program drug product batch
requirements are estimated to be fairly modest because of the topical nature of treatment. In consultation with BASi and BCG, we
had estimated a batch size of approximately 1kg drug substance to be sufficient for the “Tox Package” (i.e. safety
and toxicology) studies of our dermal topical shingles drug candidate. NV-HHV-101 drug substance manufactured at approximately
1kg scale in a cGMP-compliant manner and formulated into drug products at different concentrations at scales of up to 5kg was manufactured
for the GLP Safety/Toxicology studies in our facility. Performing the manufacture in house has saved us a significant amount of
money, possibly in tens of millions of dollars, as well as in time, possibly at least one year.
We are estimating that a ~500g batch will
be more than sufficient for initial Phase-I human clinical studies as well. Our current estimate for a Phase 2a human clinical
efficacy study is also in the range of a ~500g batch requirement. We already have the facilities for producing up to 1kg per batch
or more.
As we move our drug candidates into clinical
studies, we plan to perform further scale-up studies. In the current facility, we may be able to manufacture about 20kg to 50kg
of cGMP API (active pharmaceutical ingredient) annually. Depending upon the drug’s potency and indication, this production
size may fetch modest revenues of around $50M to $500M, depending upon the cost metrics, enabling profitable market entry. Such
initial commercialization would allow the Company to turn itself into a stand-alone fully integrated pharmaceutical company, by
enabling capital formation for larger scale manufacturing facilities and fueling further growth.
Patents, Trademarks, Proprietary Rights:
Intellectual Property
The nanomedicine technologies licensed
from TheraCour serve as the foundation for our intellectual property. NanoViricides holds a worldwide exclusive license to certain
technology for several drugs with specific targeting mechanisms for the treatment of the following human viral diseases: Human
Immunodeficiency Virus (HIV/AIDS), Hepatitis B Virus (HBV), Hepatitis C Virus (HCV), Rabies, Herpes Simplex Virus (HSV-1 and HSV-2),
Influenza and Asian Bird Flu Virus. The Company has entered into an Additional License Agreement with TheraCour granting NanoViricides
the exclusive licenses for technologies developed by TheraCour for the additional virus types: 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 September 1, 2005, the Company entered
into a Material License Agreement, (the “License Agreement”) with TheraCour. Initially, TheraCour granted the Company
an exclusive license for technologies developed by TheraCour for six virus types: HIV, HCV, Herpes Simplex Virus (HSV-1 and HSV-2),
Rabies, Asian (bird) flu and Influenza. In consideration for obtaining this exclusive license, we agreed: (1) that TheraCour can
charge its costs (direct and indirect) plus no more than 30% of certain costs as a development fee and such development fees shall
be due and payable in periodic installments as billed; (2) to pay $25,000 per month for usage of lab supplies and chemicals from
existing stock held by TheraCour; (3) to pay the greater of $2,000 or actual costs, for other general and administrative expenses
incurred by TheraCour on our behalf; (4) to make royalty payments of 15% (calculated as a percentage of net sales of the licensed
drugs) to TheraCour; (5) that TheraCour shall retain the exclusive right to develop and manufacture the Licensed Products, exclusively
for NanoViricides, and unless such license is terminated, will not develop or synthesize the Licensed Products for its own sake
or for others; and (6) to pay an advance payment equal to twice the amount of the previous months invoice to be applied as a prepayment
towards expenses. TheraCour may terminate the License upon a material breach by us as specified in the agreement. However, the
Company has the opportunity to cure the breach within 90 days of receipt of notice to terminate the License. On February 15, 2010,
the Company approved an Additional License Agreement with TheraCour. Pursuant to the exclusive
Additional License Agreement, in consideration for the issuance of 2,000,000 shares of the Company’s Series A Preferred Stock,
(the “Series A Preferred”), the Company was granted exclusive license, under the same terms as the original License
Agreement, for technologies, developed by TheraCour, for the development of drug candidates for the treatment of Dengue viruses,
Ebola/Marburg viruses, Japanese Encephalitis, viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes. In
2015 TheraCour stopped billing the Company and the Company stopped paying for the $25,000 per month usage fee for prior existing
materials, by mutual agreement. There was no amendment to the license contract effected for this purpose.
These licenses are not limited to underlying
patents, but also include the know-how, trade secrets, and other important knowledge base that is utilized for developing the drugs
and making them successful.
In addition, these extremely broad licenses
are not limited to some specific chemical structures but comprise all possible structures that we could deploy against the particular
virus, based on the licensed technologies. Further, the licenses are held by NanoViricides for worldwide use. 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 files bankruptcy or otherwise declares insolvency and the inability
to conduct its business.
The Company has entered into a Memorandum
of Understanding with TheraCour, whereby, upon the request of the Company, TheraCour will initiate discovery and development for
drug candidates for a new virus or indication upon such request. If the resulting drug candidates are worthy of further drug development,
NanoViricides may determine that it should enter into a licensing agreement with TheraCour. In such a case, NanoViricides would
obtain an independent asset valuation for the asset(s) to be licensed from a party experienced in such valuations. NanoViricides
and TheraCour would thereafter negotiate the terms of compensation for the new license agreement. However, there can be no assurance
that an agreement for licenses for new viruses will be entered into on terms that are favorable to NanoViricides. We believe this
process has been extremely beneficial for NanoViricides, since this process saves NanoViricides from the cost of acquiring and
paying for licenses that it may not want to pursue further. At present, TheraCour has licensed the Company HSV-1 and HSV-2, but
has not licensed the VZV area, nor has it licensed any of the remaining herpes viruses. The licenses granted by TheraCour are for
entire sets of pathologies that the licensed virus is a causative agent for. The licenses are not for single drug entities, although
that is the customary mode in the Pharmaceutical industry. Thus, these are very broad licenses and enable NanoViricides to pursue
a number of indications as well as develop drug candidates with different characteristics as is best suited for the indications,
without having to license the resulting drugs separately.
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, a company controlled
by our founder and the holder of the patents underlying our licensed technology, 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.
The Company believes that our drugs by
themselves may be eligible for patent protection. The Company, in conjunction with TheraCour, plans on filing patent applications
for protecting these drugs when we have definitive results from in vitro or in vivo studies that enable further drug development
and IND application filing.
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.
Table 1: Intellectual Property, Patents,
and Pending Patents Licensed by the Company
Patent or Application
|
|
Date of Issue/
Application
|
|
US Expiry
Date
|
|
International
|
|
Owners
|
US6,521,736
(Certain specific amphiphilic polymers).
|
|
Issued: Feb 18, 2003
|
|
Feb 18, 2020
|
|
N/A
|
|
TheraCour Pharma and Univ. of Massachusetts, Lowell. [Nonexclusive license from TheraCour Pharma].
|
|
|
|
|
|
|
|
|
|
PCT/US06/01820
(SOLUBILIZATION AND TARGETED DELIVERY OF DRUGS WITH SELF-ASSEMBLING AMPHIPHILIC POLYMERS).
|
|
Applied: Jan 19, 2006 PCT U.S. Issuance: May 8, 2012.
|
|
October 2028 (estimated)
|
|
Applications are in various prosecution stages. Fifty-two of these have been issued or validated
|
|
TheraCour Pharma, Inc. [Exclusive License].
|
|
|
|
|
|
|
|
|
|
PCT/US2007/001607
SELF-ASSEMBLING AMPHIPHILIC POLYMERS AS ANTIVIRAL AGENTS
|
|
Applied: Jan 22, 2007
|
|
Ca. 2029(estimated)
|
|
Applications are in various prosecution stages. Nine of these have been issued or validated
|
|
TheraCour Pharma, Inc. [Exclusive License].
|
We have previously announced certain important
issuances of patents on the TheraCour® technology underlying our Nanoviricides® drugs. A fundamental patent on the polymeric
micelles composition, structure and uses was issued in the USA with substantially broad claims. This validates the novelty of our
approach as well as our leadership position in the nanomedicines based on polymeric micelle technologies. This patent application
has so far been issued, granted, and/or validated, with substantially similar broad claims as 52 different patents in different
countries and multi-country intellectual property organizations. A fundamental patent on which the nanoviricides® technology
is based (US Patent No. 8,173,764) for “Solubilization and Targeted Delivery of Drugs with Self-Assembling Amphiphilic Polymers”
was issued on May 8, 2012. The patent term is expected to last through October 1, 2028, including anticipated extensions in compensation
for time spent in clinical trials. This US Patent has been allowed with a very broad range of claims to a large number of families
of chemical structure compositions, pharmaceutical compositions, methods of making the same, and uses of the same. The disclosed
structures enable self-assembling, biomimetic nanomedicines. NanoViricides, Inc. holds exclusive, perpetual, worldwide licenses
to these technologies for a broad range of antiviral applications and diseases. The other national and regional counterparts of
the international Patent Cooperation Treaty (“PCT”) application number PCT/US06/01820, which was filed in 2006, have
issued as a Singapore National Patent Publication, a South African patent, and also as an ARIPO regional patent, an OAPI regional
patent (covering Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Republic of Congo, Cote d’Ivoire, Equatorial
Guinea, Gabon, Guinea, Guinea Bissau, Mali, Mauritania, Niger, Senegal, and Togo). It has also issued as a granted patent in New
Zealand, China, Mexico, Japan, Australia, Canada, several countries in Europe, Hong Kong, Indonesia, Israel, Korea, Malaysia, Philippines,
Pakistan, and Vietnam among others. Estimated expiry dates range nominally from 2026 to 2027, prior to accounting for various extensions
available in different regions and countries. Additional issuances are continuing in Europe, and in several other countries around
the world.
Another fundamental patent application
on the antivirals developed using the polymeric micelles has so far been issued, granted, and/or validated, with substantially
broad claims as well, as 9 different patents. The counterparts of the international PCT application PCT/US2007/001607 have issued
as a granted patent in ARIPO, Australia, China, Japan, Mexico, New Zealand, OAPI, South Africa, and Korea to date. Additional issuances
are expected in Europe, USA, and in several other countries around the world. This patent application teaches antivirals based
on the TheraCour polymeric micelle technologies, their broad structures and compositions of matter, pharmaceutical compositions,
methods of making the same, and their uses. The nominal expiry dates are expected to range from 2027 to 2029. Further patent prosecution
in several other regions and countries is continuing.
A total of at least, 61 patents have been issued globally, on the basis of the 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 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.
No patent applications have been filed
for the actual drug candidates that we intend to develop as drugs as of now. We intend to file the patent application for HerpeCide
before entering human clinical trials. The estimated expiry date for the HerpeCide patents, if and when issued, would be no earlier
than 2039-2040.
Of the patents and technologies licensed,
the Company believes that it will not be using the intellectual property, compositions of matter, or other aspects described and
secured under the US Patent No. US 6,521,736. The Company believes that this patent describes an inferior technology compared to
the technology in the later patent filings of Dr. Diwan. This patent, the Company believes, discloses prototype materials that
served to establish the proof of principles developed by Dr. Anil Diwan, the Company’s President and co-founder, whether
such materials were possible to create and whether such materials would indeed be capable of encapsulation of pharmaceutically
relevant compounds. The Company believes that the new and novel compositions disclosed in the new patent applications, No. PCT/US06/01820,
and No. PCT/US2007/001607, and additional proprietary intellectual property provide the necessary features that enable the development
of nanoviricides. The Company believes 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, the Company has 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. The Company
controls the research and work TheraCour performs on its behalf and no costs may be incurred without the prior authorization or
approval of the Company.
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.
Trademarks
The Company currently has no registered
trademarks.
Presentations and Conferences
The Company continues its efforts at connecting
with additional investors and presenting in investor-oriented business conferences. Some of these are listed below.
Our collaborator, the Moffat group at Upstate
Medical Center, SUNY, Syracuse, NY, presented a poster entitled describing the effectiveness on nanoviricide candidates against
VZV virus in a human skin patch organ culture (“SOC”) model of shingles, at the 31st International Conference on Antiviral
Research held June 11 - June 15, 2018 in Porto, Portugal.
The Company presented a poster entitled
“Novel Nanoviricides® Highly Effective Against Varicella Zoster Virus in Cell Culture” at the 36th Annual Meeting
of the American Society of Virology (ASV) on June 26, 2017. The ASV Meeting was hosted and held at the University of Wisconsin-Madison,
from June 24th to 28th, 2017 (https://extensionconferencecenters.uwex.edu/asv2017/). Dr. Brian Friedrich, Senior Virologist
of the Company, presented the Company’s work on the evaluation of nanoviricides drug candidates for effectiveness against
the shingles virus (Varicella Zoster Virus, VZV, aka Human HerpesVirus-3 or HHV-3) in this poster.
The Company gave an oral presentation on
the “Effect of NanoViricide Anti-viral Agents in a Mouse Model of Acute Retinal Necrosis”, at the 51st Annual
Meeting of the Ocular Microbiology and Immunology Group (OMIG) held at the Astor Crowne Plaza Hotel in New Orleans, LA, on November
10, 2017. Both tested nanoviricide candidates were effective in decreasing viral load by about 2 to 3 logs at day 3 and demonstrated
significant positive clinical effects on controlling HSV-2 G infection in the mouse eye. The study was conducted in Dr. Brandt
Lab at the CORL, University of Wisconsin, Madison, WI.
Previously, on February 22, 2016, the Company
announced that information on its novel proprietary anti-virus platform technology has been published in the book “Handbook
of Clinical Nanomedicine, Vol. 1. Nanoparticles, Imaging, Therapy, and Clinical Applications”, a CRC Press publication.
The chapter entitled “Nanoviricides: Targeted Anti-Viral Nanomaterials” provides an in-depth presentation of the NanoViricides
platform technology, evidence for how nanoviricides® are believed to act plus dramatic results of nanoviricides specifically
targeting certain viral diseases, such as Influenza.
Glossary of Terms
Nano - When used as a prefix for
something other than a unit of measure, as in “nanoscience,” nano means relating to nanotechnology, or on a scale of
nanometers (one billionth of a meter or greater).
Viricide - An agent that reliably
deactivates or destroys a virus.
Nanoviricide ® – An agent
that is made by attaching ligands against a certain virus or family of viruses to a nanomicelle based on the Company’s patent-pending
and proprietary technologies.
Ligand - A short peptide or chemical
molecule fragment that has been designed to specifically recognize one particular type of virus.
Micelle - an aggregate of molecules
in a solution, such as those formed by detergents.
Nanomicelle - A term coined to describe
the micelles formed from the backbone polymer of a nanoviricide sans attached ligands.
Pendant polymeric micelles - A polymeric
micelle forms from a polymer whose chemical constitution is such that even a single chain of the polymer forms a micelle. A pendant
polymer is a polymer that has certain units in its backbone that extend short chains branched away from the backbone. Pendant Polymeric
Micelles therefore are polymeric micelle materials that are a class of pendant polymers, and naturally form exceptionally well-defined,
self-assembling, globular micelles with a core-shell architecture.
Mutations - The ability (of a virus)
to change its genetic structure to avoid the body’s natural defenses. Mutant viruses are created from a parent virus strain
through a process of natural selection under pressure as it replicates in a host.
P-Value - In statistical hypothesis
testing, the p-value is the probability of obtaining a result at least as extreme as that obtained, assuming that the null hypothesis
is true; wherein the truth of the null hypothesis states that the finding was the result of chance alone. The fact that p-values
are based on this assumption is crucial to their correct interpretation. The smaller the p-value, the greater is the probability
that the observed study results and the comparison control are distinct, and therefore that the study results are not a result
of chance alone.
More technically, the p-value of an observed
value observed of some random variable T used as a test statistic is the probability that, given that the null hypothesis is true,
T will assume a value as or more unfavorable to the null hypothesis as the observed value observed. “More unfavorable to
the null hypothesis” can in some cases mean greater than, in some cases less than and in some cases further away from a specified
center value.
Investigational New Drug Application
(Investigational New Drug (“IND”) - The process of licensure of a new drug in the US goes through several steps.
A simplified explanation of these steps is as follows. Initially a Company may file a pre-IND application to seek meetings with
the FDA for guidance on work needed for filing an IND application. The Company obtains data on the safety and effectiveness of
the drug substance in various laboratory studies including cell cultures and animal models. The Company also obtains data on chemical
manufacturing of the drug substance. These and certain additional data are used to create an IND that the Company files with the
FDA. After the FDA approves an IND application, the Company may conduct human clinical studies. A Phase I human clinical trial
is designed typically to evaluate safety of the drug and maximum permissible dosage level. A Phase II human clinical trial that
follows is designed to evaluate effectiveness of the drug against the disease in a small cohort of patients. A Phase III human
clinical trial thereafter is designed to evaluate effectiveness and safety in larger groups of patients, often at multiple sites.
The Company may then submit an NDA (New Drug Application) with the data collected in the clinical trials. The FDA may approve the
NDA. Once the NDA is approved, the Company can sell the drug in the USA. European countries have similar processes under the European
Medicines Agency (EMA). Other countries have similar processes.
SAR: Structure-Activity-Relationship
study. When an initial lead drug compound is found that has activity, further studies on drug compounds obtained by suitably modifying
it are performed with the goal of improving efficacy, safety, or both. Such studies are called SAR studies.
The Company’s Drug Pipeline
Over the first several years of our operations,
we continued to work on different viruses every year, creating a broad pipeline of drug candidates. This provided a validation
for our novel technologies. In addition, we were pursuing non-dilutive drug development and partnering opportunities such as government
grants and contracts as well as partnering with other non-governmental agencies, or medium and large pharmaceutical companies.
We had realized that the current pharmaceutical
industry contract manufacturing operations (CMOs) do not have the expertise in our kinds of nanomedicines. We therefore acquired
the cGMP-capable nanomedicines drug development and manufacturing facility from Inno-Haven LLC in 2014 at cost. Dr. Anil Diwan,
our co-founder, had established Inno-Haven LLC to acquire and develop lab facilities appropriate for his work. On December 31,
2014, the Company entered into and consummated an Agreement for the Purchase and Sale of this cGMP-compliant pilot manufacturing
and lab facility and property located in Shelton, Connecticut. The purchase price of the facility was comprised solely of the repayment
of the direct costs of the seller, Inno-Haven, LLC incurred in acquiring and renovating the property and the facility plus Inno-
Haven’s closing costs in connection with the sale.
We were able to drive our drug development
programs towards regulatory approval processes only after this modern facility for nanomedicines synthesis, characterization, scale-up,
and cGMP-like production became available. The facility became substantially operational at the end of December 2015. Since then,
we have engaged in activities necessary for filing an IND (Investigational New Drug application) with the US FDA or another international
regulatory agency to begin Phase I human clinical trials of our first drug candidate.
We chose our HerpeCide drug program, and
in particular, skin cream for topical treatment of pathologies caused by herpes simplex viruses as our lead program based on regulatory
requirements, resource requirements, commercial opportunity, ROI maximization opportunities, and other considerations. We had developed
certain broad-spectrum ligands based on molecular modeling for binding to herpes simplex virus and potentially interfere with this
virus’ binding to its human cell entry receptor, namely HVEM (“herpes virus entry mediator”). The nanoviricides
designed using these ligands have shown broad-spectrum activity in cell cultures against multiple HSV strains and both HSV-1 and
HSV-2. Our early drug candidates have also shown substantial effectiveness in an animal model of HSV-1 skin disease (for HSV-1
“cold sores” treatment). Additionally, we found that the same drug candidates also demonstrated effectiveness against
VZV, the cause of shingles in adults and chickenpox in children.
This has led to our new strategy for drug
development with the goal of entering our first drug candidate into human clinical trials at the earliest possible timeframe. Table
2 below summarizes our drug development programs, specific disease indications we plan on developing against, and the priority
for each drug in the development pipeline.
Table 2. NanoViricides Drug Products
in Development
Program
|
Drug
|
Virus
|
Indication
|
Development
Stage
|
Priority
|
I
|
HerpeCide™ Dermal Topical and Eye Drops
|
1a
|
Varicella-Zoster Virus (VZV)
|
Shingles
|
IND-Enabling
|
A
|
1b
|
PHN
|
Advanced Preclinical
|
C
|
1c
|
Chickenpox
|
Advanced Preclinical
|
C
|
2a
|
HSV-1
|
Herpes “Cold Sores”
|
Advanced Preclinical
|
B
|
2b
|
Recurrent Herpes Labialis (RHL)
|
Advanced Preclinical
|
C
|
3
|
HSV-2
|
Genital Herpes
|
Preclinical
|
B
|
4
|
HSV-1, HSV-2
|
Ocular Herpes Keratitis (HK)
|
Preclinical
|
C
|
HerpeCide™ IntraOcular Injection
|
5
|
VZV, HSV-2, HSV-1
|
viral Acute Retinal Necrosis (vARN)
|
Preclinical
|
C
|
II
|
FluCide™ Broad-Spectrum Anti-Influenza nanoviricide
|
6
|
All Influenza A
|
Injectable FluCide™ for hospitalized patients
|
Advanced Preclinical
Pre-IND Meeting held with US FDA
|
D
|
7
|
All Influenza A
|
Oral Flucide™ for outpatients
|
Advanced Preclinical
Pre-IND Meeting held with US FDA
|
D
|
III
|
Nanoviricide Eye Drops
|
8
|
Adenoviruses, HSV-1
|
Eye Drops for Viral Diseases of the External Eye
|
Preclinical
|
E
|
IV
|
DengueCide™
|
9
|
Dengue viruses, all types
|
Broad-Spectrum nanoviricide against all types of Dengue viruses
|
Preclinical
|
F
|
V
|
HIVCide ™
|
10
|
HIV/AIDS
|
Escape-resistant Anti-HIV nanoviricide
|
Preclinical
|
D
|
VI
|
Other Nanoviricides Drug Projects
|
-
|
Ebola/Marburg, Rabies, MERS, Others
|
Broad-Spectrum nanoviricide drugs against different viruses and indications
|
R&D
|
F
|
VII
|
HerpeCide™ Program Expansion Drug Projects
|
-
|
Possible
EBV, HCMV, HHV-6A, HHV-6B, HHV7, KSHV
|
Broad-Spectrum nanoviricide drugs against different herpes viruses for different indications
|
R&D
|
F
|
VIII
|
Long Term Projects
|
-
|
Various
|
Technologies for Cures for Persistent Viral Diseases
|
R&D
|
F
|
The Company currently has drug candidates
for more than eight different indications in various stages of development in the HerpeCide program alone. Of these, the skin cream
for the topical dermal treatment of shinglesrash (VZV) has advanced into IND-enabling GLP Safety/Toxicology studies, having completed
candidate optimization through rapidly performed human skin organ culture assays in Professor Jennifer Moffat's lab at the SUNY
Syracuse Upstate Medical Center. We believe that the Skin Cream for the dermal topical treatment of HSV-1 cold sores and the skin
cream for the dermal topical treatment of HSV-2 genital ulcers are expected to rapidly mature towards human clinical trials in
short succession after the clinical VZV drug candidate, namely NV-HHV-101. We have expanded the HerpeCide program to include additional
indications for which we are developing drugs that are the same as or simple modifications of the existing drug candidates in the
HerpeCide program, generally with a different formulation due to a different delivery pathway. This enables us to maximally leverage
current R&D while expanding our drug pipeline and potential market and making a greater impact on patient lives. We are currently
negotiating a license agreement for VZV with TheraCour. We have executed a memorandum of understanding (MoU) with TheraCour on
the general terms of this license. A definitive license agreement is currently being negotiated between the parties, although there
can be no assurance that the final agreement will be on terms that are at least as favorable to us as the terms in the executed
MoU.
Given the limited financing available to
the Company, and given the large development costs associated with FluCide, HIVCide and other drug programs, we believe that these
drug candidates will follow later because of the significant development work that needs to be performed in pre-clinical studies
against a number of different influenza virus strains and subtypes.
Management’s beliefs are based on
results of pre-clinical cell culture studies, ex vivo tissue-based studies (e.g. human skin patch oran culture model), and
in vivo animal studies using small animals
The Company is scaling up the production
of its nanoviricide drug candidates for skin cream against VZV as shingles treatment. Subsequent to the reporting period, we have
commissioned our first large-scale batch synthesis program for making sufficient quantities of a drug candidate for the ensuing
IND-enabling Safety/Toxicology studies. In preliminary safety/toxicology studies, our shingles drug candidates were found to be
extremely safe. As a result, the “Tox Package” program is being designed for maximum feasible dose, increasing the
required quantities.
HerpeCide - We have declared the
clinical candidate, NV-HHV-101, for the shingles indication, and have advanced it into IND-enabling non-GLP and GLP Safety/Toxicology
studies. In addition, we continue to conduct studies for optimizing the anti-HSV ligands in animal studies for the other disease
indications listed in Table 2. We believe we will be able to successfully advance the optimized drug candidates into an IND and
human clinical trials. We are developing anti-herpes virus drugs against several different indications at present, namely, (1)
skin cream for topical treatment of shingles, chickenpox, and PHN (VZV), (2) skin cream for treating herpes labialis (“cold
sores”) and recurrent herpes labialis (RHL) (HSV-1), (3) Eye drops for Herpes Keratitis treatment, (4) skin cream for genital
herpes (HSV-2) treatment, and (5) intravitreal injection for Viral Acute Retinal Necrosis (viral ARN, wherein causative agents
are mostly VZV, HSV-2, HSV-1 or other viruses). We have continued to expand the HerpeCide program to include additional indications
to take full advantage of the development synergies. We have expanded this program to include topical treatment of shingles and
were able to very quickly bring this indication to the status of our most advanced program. This has been possible because of the
extremely high synergy between the different HerpeCide drug programs, and because of the extremely high effectiveness of our nanoviricides
drug candidates we observed against VZV both in cell cultures and in an ex vivo human skin patch organ culture (“SOC”)
model. We continue to harness additional synergies in the HerpeCide program. For example, viral Acute Retinal Necrosis (vARN)
is a pathology that leads to severely reduced vision, and can lead to blindness. Research and clinical lab testing have identified
that a large proportion of cases are linked to herpes viruses. Of these, a majority of cases are caused by HSV-2 or VZV. Thus,
reformulating our topical drug candidates against HSV-2 and VZV for intravitreal treatment of ARN caused by these viruses presents
an exciting opportunity. Successful treatment would result in significant patient benefits as well as a significant commercial
opportunity. Since vARN is a relatively rare disease, with only a few hundred new cases per year diagnosed in the USA, we believe
it should be eligible for the “orphan drug” incentive programs. In addition, we could potentially supply the patient
pool with commercial drug product from our existing facility alone, without having to invest in or develop additional commercial
large scale manufacturing facilities.
An intravitreal injection requires significantly
increased burden in manufacturing, because it requires sterile manufacturing. In addition, it may require a longer Safety/Toxicology
program than the skin topical treatments, if it is found to release the drug into systemic circulation. Our FluCide and HIVCide
drug candidates are also injectables and require sterile manufacturing and extensive Safety/Toxicology studies because of systemic
delivery (compared to dermal topical drugs that may not have systemic availability). While we do have sterile API and Drug Product
Manufacturing Capabilities, the CMC program, QA/QC program, and production timelines for injectable drugs are significantly more
burdensome and therefore more time-consuming than topical formulations such as dermal topical formulations or external eye drops/gels.
All of the above HerpeCide programs share
substantial common drug manufacturing processes and chemicals. Some of these may be the same drugs with different formulations
to account for different routes of administration. Thus, these programs are strategically developing in parallel to maximize return
on investment, (ROI) and therefore shareholder value. These programs are our current development focus and have been given priority
ratings of A, B, and C. The priority ratings may change as a program develops. We have seen this happen with the newly introduced
shingles program which quickly moved to priority A due to rapid development, even ahead of our HSV-1 and HSV-2 drug candidates.
The HerpeCide indications listed in Table
2 alone represent a market size opportunity of over $3B to $5B. After introduction of the new Shingrix™ vaccine for shingles,
and existing vaccines, the market size for shingles treatment is still estimated to be in the range of a billion dollars, and that
for shingles+PHN treatment is estimated to be in the tens of billions dollar range.
FluCide. We are developing injectable
flucide for severely ill hospitalized patients and oral flucide for out-patients. We achieved industry leading 1,000X reduction
in viral load in lethally infected animal model studies previously. This program is on hold due to resource limitations.
HIVCide
is our first announced drug project against HIV-I. Our first HIV drug to be developed is a targeted nanoviricide against HIV and
is engineered with specific recognition ligands that allow multiple-point binding to inactivate HIV virus in the bloodstream. We
have previously demonstrated in the standard SCID-hu Thy-Liv humanized mouse model a strong effectiveness of our drug candidates,
leading us to believe that a “Functional Cure” with our drug candidate as a single agent is possible. We are also working
towards a complete cure of HIV, which requires elimination of the latent virus HIV DNA copies. The nanoviricide nanomedicines platform
is the only platform to the best of our knowledge that has the capabilities required for enabling such a true cure. This program
is on hold due to funding limitations.
Nanoviricide Eye Drops - We previously
undertook a new project and have already designed a ligand, made a nanoviricide drug, and completed successful animal studies that
indicate significant preliminary efficacy and safety of a drug candidate against the severe pink eye disease caused by adenoviruses
called epidemic keratoconjunctivitis (EKC). We have expanded the indication to include HSV, another cause of viral eye diseases.
We designed new broad-spectrum ligands expected to be active against all HSV types and strains, as well as retaining the previously
observed activity features against adenoviruses and created new nanoviricide drug candidates. We have already tested these against
HSV in cell cultures.
DengueCide - We obtained an orphan
drug designation from the US FDA for our lead drug candidate in this program. This program is assigned Priority Level F and will
be activated if sufficient resources become available.
Further, there are several additional indications
under the HerpeCide program that we can continue to expand into, which would maximize return on investment and shareholder value,
as we make further progress into the clinic with our first drug.
The Company believes it has a strong and
growing drug pipeline to take us several years into the future. The Company already has technologies in development that we hope
may yield even better drugs against various diseases as the drugs we are developing now approach their product end of lifecycle.
In particular, we are working on longer term research projects for the purpose of eliminating persistent viruses, thus providing
true cures for many intractable diseases such as HIV/AIDS, Herpes, Shingles, Epstein-Barr Virus, among others.
Additionally, we had demonstrated the potential
for developing highly effective drugs against Dengue viruses, Ebola/Marburg viruses, and others, in cell culture and/or animal
studies.
It should be noted that all of our studies
to date were preliminary. Thus, the evidence we have developed is indicative, but not considered confirmative, of the capabilities
of the nanoviricides technology’s potential. With the success of these preliminary studies, the Company has decided to perform
further pre-clinical studies that validate safety and efficacy of its materials and its various anti-viral drugs. We are advancing
our drug candidates into IND-enabling “Tox Package” studies, as they mature through animal model efficacy and preliminary
safety studies. Management intends to use capital and debt financing to enable the completion of these goals.
With the limited financial resources we
currently have, we have now focused all our efforts on the HerpeCide program, and more specifically, on taking our first clinical
drug candidate, NV-HHV-101 into human clinical trials. We continue to work on the other programs whenever feasible given our resource
constraints. We intend to engage into those programs more fully at a later date if funding is available.
The overall market size addressed by our
programs can be estimated at $20 billion to $40 billion, according to research reports prepared by Jain PharmaBiotech and Nanotech
Plus, LLC. Of this, the market size for a highly effective shingles treatment has been estimated by Nanotech Plus in excess of
one billion dollars, after taking into account the recent introduction of the new Shingrix® vaccine (GSK). The overall market
size for the HerpeCide program is estimated at over $5 billion based on published market reports from Jain PharmaBiotech in 2014.
Drug Development Plan
The Company intends to perform the regulatory
filings and own all the regulatory licenses for the drugs it is currently developing. The Company will develop these drugs in part
via subcontracts to TheraCour Pharma, Inc. (“TheraCour”), the exclusive source for these nanomaterials. With sourcing
of materials from TheraCour, the Company prefers to manufacture these drugs in our own facility. However, the Company may manufacture
these drugs under subcontract arrangements with external manufacturers that carry the appropriate regulatory licenses and have
appropriate capabilities. The Company intends to distribute these drugs via subcontracts with distributor companies or in partnership
arrangements. The Company plans to market these drugs either on its own or in conjunction with marketing partners. The Company
also plans to actively pursue co-development, as well as other licensing agreements with other pharmaceutical companies. 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 the Company. Such licensing and/or co-development agreements may shape the manufacturing and development
options that the Company may pursue. The Company has received significant interest from certain pharmaceutical companies for potential
licensing or co-development of some of our drug candidates. However, none of these distributor or co-development agreements is
in place at the current time.
Manufacturing
Manufacturing of Research Materials
Nanomaterials that form the basis of our
nanoviricide drugs are produced for research by TheraCour at our facilities in Shelton, Connecticut, under our licensing
agreements with TheraCour.
Manufacturing of Drugs
The
Company intends to manufacture Dermal Topical anti-HSV-1, anti-HSV-2, and anti-VZV drug candidates and drugs, as well as anti-HSV
Eye Drops/Gels, Injectable and Oral FluCide, HIVCide, DengueCide, RabiCide as well as other drugs for pre-clinical animal studies
and human clinical studies, in facilities owned by the Company, through human clinical trials of each of the clinical drug
candidates. Our cGMP-capable manufacturing facility in Shelton, CT has
sufficient capacity for supply of the pre-clinical and clinical batches needed for all of our drug candidates as and when they
are anticipated to be needed. The Company may go to a cGMP third party provider for the final fill-and-finish of the clinical drug
products if necessary.
With recent successes in production scale-up,
the Company believes that it now has sufficient capacity at the Shelton cGMP-capable manufacturing facility to enable market-entry
of our first drugs upon approval, potentially enabling the Company to build itself into a fully integrated pharmaceutical company
("FIPCO"), which could provide substantial shareholder value. We note as a risk factor that there is no guarantee that
the Company can take its drug candidates successfully through clinical trials, and if it does, that it can obtain marketing approval,
and if it does, that it can market the drugs successfully. For our future commercial products, we will need to develop additional
manufacturing capabilities and establish additional third-party suppliers to manufacture sufficient quantities of our product candidates
to undertake clinical trials and to manufacture sufficient quantities of any products that are approved for commercial sale. If
we are unable to develop manufacturing capabilities internally or contract for large scale manufacturing with third parties on
acceptable terms for our future antiviral products, our ability to conduct large-scale clinical trials and meet customer demand
for commercial products would be adversely affected.
We believe that the technology we use to
manufacture our products and compounds is proprietary. For our products, we may have to disclose all necessary aspects of this
technology to contract manufacturers to enable them to manufacture the products and compounds for us. We plan to have discussions
with manufacturers under non-disclosure and non-compete agreements that are intended to restrict them from using or revealing this
technology, but we cannot be certain that these manufacturers will comply with these restrictions. In addition, these manufacturers
could develop their own technology related to the work they perform for us that we may need to manufacture our products or compounds.
We could be required to enter into an agreement with that manufacturer if we wanted to use that technology ourselves or allow another
manufacturer to use that technology. The manufacturer could refuse to allow us to use their technology or could demand terms to
use their technology that are not acceptable.
We believe that we are in compliance with
all material environmental regulations related to the manufacture of our products.
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 many 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 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:
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efficacy;
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safety;
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tolerability;
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acceptance by doctors;
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patient compliance;
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patent protection;
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ease of use;
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price;
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insurance and other reimbursement coverage;
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distribution;
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marketing; and
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adaptability to various modes of dosing.
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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, is in development by Chimerix, but certain
clinical trials involving brincidofovir have failed to meet the desired end points. 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. 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.
There are currently no 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. There is significant viral resistance to the approved
M2 channel inhibitors especially in the US. 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. Xofluza, developed by Shionogi Pharma (Japan) is approved in
Japan and recently in the USA, licensed by Roche/Genentech. It is an influenza endonuclease inhibitor. It appears to be substantially
more effective than existing drugs in reducing viral load and viral shedding, but did not have any effect on the length of the
influenza disease course.
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.
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.
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 United States Food and Drug Administration (“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. 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:
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Completion of preclinical testing of new pharmaceutical or biological products, generally conducted in the laboratory and in animal studies in accordance with GLP standard, and applicable requirements for the humane use of laboratory animals or other applicable regulations to evaluate the potential efficacy and safety of the product candidate;
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Submission of the results of these studies to the FDA as part of an Investigational New Drug application, which must become effective before clinical testing in humans can begin;
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Manufacturing of investigational medicine under cGMP standard;
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Performance of adequate and well-controlled human clinical trials according to GCPs and any additional requirements for the protection of human research patients and their health information, to establish the safety and efficacy of the product candidate for its intended use;
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Submission to the FDA of a new drug application, or NDA, for any new chemical entity drug we seek to market that includes substantive evidence of safety, purity, and potency, or safety and effectiveness from results of nonclinical testing and clinical trials;
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Satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the product is produced, packaged and distributed, to assess compliance with cGMPs, to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity;
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Potential FDA audit of the nonclinical study and clinical trial sites that generated the data in support of the NDA; and
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FDA review and approval of the NDA.
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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:
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Phase 1. The drug is given to a small number of healthy human subjects or patients to test for safety, dose tolerance, pharmacokinetics, metabolism, distribution and excretion.
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Phase 2. The drug is given to a limited patient population to determine the effect of the drug in treating the disease, the best dose of the drug, and the possible side effects and safety risks of the drug.
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Phase 3. If a compound appears to be effective and safe in Phase 2 clinical trials, Phase 3 clinical trials are commenced to confirm those results. Phase 3 clinical trials are long-term, involve a significantly larger population, are conducted at numerous sites in different geographic regions and are carefully designed to provide reliable and conclusive data regarding the safety and benefits of a drug. It is not uncommon for a drug that appears promising in Phase 2 clinical trials to fail in the more rigorous and reliable Phase 3 clinical trials.
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If we believe that the data from the Phase
3 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. 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 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 1 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 IND 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.
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.
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.
A Note on US FDA Priority Review Vouchers
The Food and Drug Administration Amendments
Act of September 2007 authorizes the FDA to award a priority review voucher to any company that the FDA has determined is eligible
for priority approval process for a treatment for a neglected tropical disease. The priority review voucher can be traded to another
company in a manner similar to carbon (emissions) credit vouchers. The recipient company can save as much as six months on their
drug review process, and it is anticipated that they would be willing to trade in vouchers with cash benefits to the company developing
drugs against neglected tropical diseases. The regulation became effective as of September 30, 2008.
Economists at Duke University, who proposed
the voucher concept in 2006, have calculated that reduction of the FDA approval time from 18 to six months could be worth more
than $300 million to a company with a top-selling drug with a net present value close to $3 billion. At this level, the voucher
would be expected to offset the substantial investment and risk required for discovery and development of a new treatment for a
neglected tropical disease. (David B. Ridley, Henry G. Grabowski and Jeffrey L. Moe, “Developing Drugs For Developing Countries”,
Health Affairs, 25, no. 2 (2006): 313-324; doi: 10.1377/hlthaff.25.2.313; © 2006 by Project Hope. and ( http://blogs.cgdev.org/globalhealth/2007/10/fda_priority_review.php
). Some of the PRVs have been “sold” for as much as $250M or so recently.
While there is no indication whether NanoViricides,
Inc. can obtain priority review vouchers for its drugs against neglected tropical diseases, the high efficacies of our drug candidates
lead us to believe that this may be possible. FDA awards priority review status on the basis of several criteria. NanoViricides,
Inc. is currently working on several neglected tropical diseases, including Dengue fever viruses, rabies, Ebola/Marburg viruses,
among others. Of these, Dengue viruses are explicitly included in the list under this Public Law, and the remaining viruses are
eligible for similar treatment according to the language in the Public Law, at the discretion of the Secretary of Health (Food
and Drug Administration Amendments Act of 2007, P.L. 110–85, Sept. 27, 2007, http://www.fda.gov/oc/initiatives/fdaaa/PL110-85.pdf
). The Zika virus was added to this list recently.
Time Schedules, Milestones and Development
Costs
In the ensuing fiscal
year, we hope to meet several important milestones towards establishing human proof-of-concept for the nanoviricides platform:
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Finalize human clinical trials designs for Phase I and Phase II trials for NV-HHV-101 for topical
treatment of shingles rash.
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Engage a contract Clinical Research Organization for conducting the human clinical trials.
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Complete the IND-enabling studies and prepare appropriate reports.
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Complete manufacture of cGMP-compliant drug substance and drug products in quantities sufficient
for anticipated human clinical trials as designed.
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Submit an IND-application to the US FDA, or an appropriate international regulatory agency.
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Initiate and conduct Phase I human clinical trials, to determine safety and tolerability of NV-HHV-101
in human subjects.
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If possible, initiate Phase II human clinical trials to determine effectiveness of NV-HHV-101 in
controlling shingles rash and to study the effectiveness of NV-HHV-101 regarding shingles pain.
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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 the
Company's control.
Management is actively exploring additional required funding through debt or equity financing pursuant
to its plan. There is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to
the Company to fund continuing operations. Management believes that as a result of the management plan, the Company’s
existing resources and access to the capital markets will permit the Company to fund planned operations and expenditures. However,
the Company cannot provide assurance that its plans will not change or that changed circumstances will not result in the depletion
of its capital resources more rapidly than it currently anticipates. We have estimated approximately $500,000 for initiation of
Phase I clinical trials. The total cost of Phase I and Phase IIa trials will be significantly more. We will need to raise additional
funds so that we do not run out of money, and to support continued program development through Phase II studies at least and revenue
realization.
In addition to the shingles program milestones
listed above, we will continue to advance the HSV-1 and HSV-2 skin cream drug candidates towards IND-enabling studies. Additional
HerpeCide drug indications (See Table 2) will be advanced as opportunities become available, depending upon available resources
(fiscal and manpower). We plan on continuing the work in the FluCide program albeit at a slow rate, with a view towards obtaining
a drug development partnership or other external sources of funding for this program. We plan on continuing internal development
of the HIVCide program at a slow rate. Other programs are currently heavily deprioritized and will be further developed if appropriate
opportunities present themselves.
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.
Such changes may also have an adverse impact on our projected timeline of drug development.
The work-plan we have developed for the next twelve months is expected to enable us to file an investigational
new drug application (IND) late in fiscal year 2019 possibly around last quarter of calendar year 2019, given our dependence on
external collaborators for the studies and study reports. Management is actively exploring additional required funding through
debt or equity financing pursuant to its plan. There is no assurance that the Company will be successful in obtaining sufficient
financing on terms acceptable to the Company to fund continuing operations. Management believes that as a result of the management
plan, the Company’s existing resources and access to the capital markets will permit the Company to fund planned operations
and expenditures. However, the Company cannot provide assurance that its plans will not change or that changed circumstances will
not result in the depletion of its capital resources more rapidly than it currently anticipates. , We will therefore need to raise
capital. Our work-plan is extremely dependent on external factors, collaborations, and unanticipated delays can occur. We have,
in the past, experienced unanticipated delays in construction, post-construction modifications, and equipment set-up at our new
Shelton facility that cumulatively effectively delayed our work-plan towards IND filing of our first drug candidate by more than
24 months. We are now experiencing extreme staffing constraints as well as financing constraints. We note as a risk factor that
these resource constraints may cause further delays in our estimated timelines, unless we are successful at raising additional
funds and at attracting and retaining highly skilled employees with specific skill-sets.
We have taken on the most important risk
in nanomedicines, that of enabling cGMP manufacture, with consistent product from batch to batch, "head on" so to speak.
Having established critical quality parameters in our manufacturing processes ahead of cGMP scale-up, 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.
This work-plan is expected to reduce certain
risks of drug development. We believe that this coming year’s work-plan will lead us to obtain certain information about
the safety and efficacy of our VZV clinical drug candidate in animal models in IND-enabling GLP Safety/Toxicology studies that
are in progress and have so far been successful. We believe these data will enable us to file an Investigational New Drug (“IND”)
application. We believe that in the coming fiscal year we will be able to perform Phase I human clinical trials and obtain valuable
information on the safety and tolerability of our VZV clinical drug candidate in humans, towards the goal of performing Phase II
efficacy human clinical trials. If our studies are not successful, we will have to develop additional drug candidates and perform
further studies, or further advance our other programs, for example HSV-1 or HSV-2 drug candidates, into human clinical trials.
If our studies are successful, we would be more confident in further developing our HerpeCide as well as other program drug candidates
and may be in a position to re-engage our highly valuable drug programs including HIVCide and FluCide.
We believe that coming year's work plan
will establish our entire nanoviricides nanomedicines platform as a viable platform technology for developing highly safe and effective
antiviral drugs. We believe that this should be a value inflection point.
Management intends to use equity-based and debt financing, as required, to fund the Company’s operations
and to raise additional capital for conducting human clinical trials as we advance our pipeline towards IND stage. Management also
intends to pursue non-diluting funding sources such as government grants and contracts as well as licensing agreements with other
pharmaceutical companies. There can be no assurance that the Company will be able to obtain the additional financial resources
necessary to fund its anticipated obligations over the next year.
The Company is considered to be a development
stage company and will continue in the development stage until generating revenues from the sales of its 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 the Company 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, the Company provides scientific input regarding certain
modifications to their protocols as may be needed. The Laboratory returns the results and data to the Company. The Laboratory is
allowed to publish the results after allowing time for the Company to protect intellectual property (IP) as needed. The Company
sends 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 the Company. 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.
The Company tries 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 the Company. The Company also tries to work with more than one laboratory for the evaluation of an antiviral
agent developed by the Company. The Company also tries 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. In addition, the Company tries to minimize dependence on a particular Laboratory for the development of any specific
drug candidate in our product pipeline.
To date, the Company has engaged in non-GLP
Efficacy and Safety evaluations in both in vitro (cell culture models) and in vivo (animal models) of our different nanoviricides®
research materials and drug candidates at different laboratories.
Our current relationships are summarized
below:
For Herpes Virus Infections, Shingles,
and for Viral Diseases of the Eye (Adenoviruses, Herpesviruses - Epidemic Kerato-conjunctivitis (EKC), Herpes Keratitis, viral
Acute Retinal Necrosis (vARN)):
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The Moffat Lab at SUNY Upstate Medical Center, Syracuse, NY.
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2.
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The CORL at the University of Wisconsin, Madison, WI
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For Influenza Viruses:
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The Webster Lab at St Jude Children’s Hospital, TN
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For IND-enabling non-GLP and cGLP Safety/Toxicology
Studies:
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AR Biosystems, Inc., Odessa, FL (non-GLP studies)
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2.
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Bio-Analytical Services, Inc., MI, (“BASi”) – IND-Enabling non-GLP and GLP “Tox Package” studies
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For Regulatory Pathway and Business Development:
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1.
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Biologics Consulting Group (BCG), Alexandria, Virginia (FDA regulatory pathway)
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Bio-Ensemble, LLC, NJ (Business Development)
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Consulting Agreement with Bio-Ensemble,
LLC, NJ (BEL)
In September 2017, we signed a consulting
agreement with BEL and its Principal, Dr. Carolyn Myers. The scope is evaluation of the business opportunity for VZV virus field
of drug development, and structuring new license agreements with TheraCour keeping in mind the express intent of
the Company of sublicensing its drug candidates to other Mid Pharma and Big Pharma partners. Dr. Myers is a pharma industry veteran
with over 25 years of experience in business development. Her experience spans from leading roles in small to big pharma in business
development, obtaining partnering opportunities and performing deals from startups and small pharma side, to evaluating hundreds
of technology and licensing proposals and performing partnering, collaboration, and outright purchase deals from the big pharma
side.
Regulatory Consulting and Advisory Agreement
with Biologics Consulting Group, VA (BCG).
In July 2011 we signed an agreement with
Biologics Consulting Group to help us with our regulatory strategy and filings. Several of the members of the BCG faculty had experience
working as part of the US FDA. BCG helps us with the US FDA regulatory pathway strategies, applications processes, and with the
development of applications as well as drug development program strategies, as needed.
Safety/Toxicology Studies Agreement
with Bio-Analytical Services, Inc. (BASi), MI
In September 2014, we signed an agreement
with BASi. BASi is a pre-clinical contract services organization that specializes in cGLP and GLP-like safety and toxicological
testing of drug candidates and preparation of the “Tox Package” section of an IND application. BASi performed a GLP-like
preliminary safety and toxicology study in which there were no significant compound related adverse events found. Our safety and
toxicology studies for FluCide are being conducted by BASi for submission with an IND application. BASi will also perform the safety
toxicology studies for the anti-herpes nanoviricide drug candidates in our HerpeCide program. We have signed a Master Services
Agreement with Bio-Analytical Services, Inc., MI, (“BASi”) to perform cGLP and GLP-like safety and toxicological studies
that are necessary for filing an IND for each of our drugs.
AR Biosystems, Inc., Odessa, FL
We do not have a Master Services Agreement
with AR Bio. From time to time, we discuss certain non-GLP studies, and if suitable, engage this CRO as needed.
VZV (HHV-3) Nanoviricides Efficacy Evaluation
Agreement with the Moffat Lab at the SUNY Upstate Medical Center, Syracuse, NY.
In October 2016, we entered into an agreement
with SUNY Upstate Medical University for the testing of its nanoviricides® drug candidates against varicella zoster virus,
i.e. the shingles virus. The research will be performed in the laboratory of Dr. Jennifer Moffat and will include in vitro,
ex vivo and possibly in vivo studies. Dr. Moffat has extensive experience in varicella zoster virus (VZV) infection
and antiviral agent discovery. The goal of these studies is to help select a clinical drug development candidate for toxicology
and safety evaluation intended for clinical trials for the treatment of shingles in humans.
VZV is restricted to human tissue and only
infects and replicates in human tissue. The in vitro studies will evaluate the effectiveness of the Company’s nanoviricides
antiviral agents against VZV infection of certain human cells in culture.
The ex vivo studies will evaluate
the efficacy of the Company’s nanoviricides to inhibit VZV in human skin organ cultures. Dr. Moffat has developed the human
skin organ culture VZV infection model for the evaluation of therapeutics. This model is a good representative model of natural
VZV infection in humans as well as an important model for evaluating antiviral activity, because it demonstrates behavior similar
to the skin lesions caused by VZV in human patients.
Dr. Moffat is an internationally recognized
expert on varicella zoster virus, and her research has focused on the pathogenesis and treatment of infection by this virus. The
National Institutes of Health has recognized this VZV model via a contract with Dr. Moffat’s lab for evaluating antiviral
compounds against VZV. Dr. Moffat is the director of two research core facilities at SUNY Upstate: the Center for Humanized Mouse
Models and In vivo Imaging.
The Company has established a direct relationship
with the Moffat lab, without NIH as an intermediary.
On July 10, 2017, the Company announced
the results of successful initial testing of our anti-herpes drug candidates in the ex vivo human skin patch organ culture
(“SOC”) model performed by Dr. Moffat.
The anti-shingles nanoviricides® drug
candidates achieved dramatic reduction in infection of human skin by the varicella-zoster virus (VZV), the shingles virus in this
study. These findings corroborate the previously reported findings of inhibition of VZV infection of human cells in culture. The
antiviral effect of certain nanoviricide drug candidates was substantially greater than the effect of the standard positive control
of cidofovir added into media. Even more remarkably, the effect of these nanoviricides drug candidates was equivalent to a topical
formulation of 1% cidofovir applied directly onto the skin patch. A topical skin cream containing 2% cidofovir is clinically used
in very severe cases of shingles. However, the cytotoxicity of cidofovir is known to cause ulceration of the skin to which it is
applied, followed by natural wound healing.
We have continued our work with the Moffat
Lab, initially for optimization of the drug candidates and chemistries, and recently, driving towards clinical drug candidate selection.
With these results that corroborate findings
in cell culture studies in both our lab and Dr. Moffat’s Lab, we believe that the anti-shingles topical drug candidate is
worthy of advancing into further IND-enabling pre-clinical development i.e. safety/toxicology studies.
We believe that the VZV drug candidate
program is now our most advanced program to advance into Safety/Toxicology studies that are needed for an IND filing and human
clinical trials. However, at present, we do not have a license from TheraCour to develop and commercialize drugs against VZV License
negotiations are now in progress.
HSV-1 and HSV-2 Nanoviricides Efficacy
Evaluation Agreement with the Collaborative Ophthalmic Research Laboratories (CORL) at the University of Wisconsin, Madison, WI.
In January 2016, we signed an agreement
with CORL. Under this agreement, CORL will perform evaluation of efficacy of our nanoviricides drug candidates in cell culture
assays as well as in small animal studies towards the goal of filing an IND application for ocular Herpes Keratitis, and possibly
for Recurrent Herpes Labialis (RHL, “cold sores”).
This agreement has been extended to include
drug and research material efficacy evaluation studies in animal models of viral Acute Retinal Necrosis (vARN), and in animal models
of HSV-2 genital ulcer. The studies will be performed in the laboratory of Dr. Curtis Brandt, an expert in herpes simplex virus
infections and in evaluating anti-viral agents.
Research and Development Agreement with
Professor Ken Rosenthal’s laboratory at the Northeastern Ohio Medical University (NEOMED, formerly called NEOUCOM)
On May 13, 2010, the Company announced
that it had signed a research and development agreement with Professor Ken Rosenthal’s laboratory at the Northeastern Ohio
Medical University (NEOMED). Pursuant to the terms of this Agreement, Professor Rosenthal and NEOMED will evaluate the effectiveness
of nanoviricides drug candidates against Herpes Simplex Viruses, HSV-1 and HSV-2, in both cell culture and animal models. The focus
of this evaluation will be the development of drug candidates against herpes skin infections (oral and genital herpes). Dr. Ken
Rosenthal is a professor of microbiology, immunology and biochemistry at NEOMED. He is a leading researcher in the field of herpes
viruses. His laboratory has developed an improved mouse model of skin-infection with HSV to follow the disease progression. This
model has been shown to provide highly uniform and reproducible results. A uniform disease pattern including onset of lesions and
further progression to zosteriform lesions is observed in all animals in this model. This uniformity makes it an ideal model for
comparative testing of various drug candidates, which, the Company believes, can be expected to lead to a broad-spectrum anti-HSV
antiviral treatment capable of attacking both HSV-1 and HSV-2.
On August 16, 2010, the Company reported
that its anti-Herpes drug candidates demonstrated significant efficacy in the recently completed cell culture studies in Dr. Rosenthal
Lab at NEOMED. Several of the anti-Herpes nanoviricides® demonstrated a dose-dependent maximal inhibition of Herpes
virus infectivity in a cell culture model. Almost complete inhibition of the virus production was observed at clinically usable
concentrations. These studies employed the H129 strain of herpes simplex virus type 1 (HSV-1). H129 is an encephalitic
strain that closely resembles a clinical isolate; it is known to be more virulent than classic HSV-1 laboratory strains. The H129
strain will be used in subsequent animal testing of nanoviricides. Since then the Company was optimizing formulations for use in
the dermal HSV-1 H129c infection animal model in the Rosenthal lab. The Company also continued to further optimize the anti-herpes
nanoviricides. Our herpes program was run at a lower priority than other programs until recently. In April 2015, after only 4 cycles
of SAR (Structure-Activity-Relationship based improvements), our anti-herpes nanoviricides demonstrated strong effectiveness in
the lethal HSV-1 H129c dermal infection model in the Rosenthal Lab at NEOMED. Treatment with certain nanoviricides caused significant
improvements in the clinical observations and led to >85% survival of the infected animals, wherein 100% of the untreated animals
died within 10 days. In August 2015, the Company reported that these results were reproduced in dermal animal model at Transpharm,
with 100% of the nanoviricides treated animals surviving.
Professor Rosenthal retired in December
2014, continued his laboratory and our R&D through April 2015, and has closed the lab thereafter. He is now Professor at Roseman
University of Health Sciences College of Medicine, NV. He continues as Professor Emeritus at Northeast Ohio Medical University
(NEOMED). However, his laboratory is no longer active.
The HSV-1 topical treatment drug candidates
in the HerpeCide program have thus advanced to the lead identification stage. This program is now assigned second priority, following
the top priority of the VZV program, primarily because the regulatory development of anti-VZV drug candidate was projected to occur
much more rapidly than that of the anti-HSV-1 drug candidate.
Anti-Influenza Drug Development Agreement
with the Webster Lab at St Jude Children’s Hospital, Memphis, TN
In May 2016, we signed an agreement with
the Webster Lab at St. Jude Children’s Hospital. Under this Agreement, the Webster Lab will evaluate nanoviricide drug candidates
in cell culture studies against a large number of Influenza viruses to optimize the efficacy and broad-spectrum for a clinical
development candidate. Variations on the previously selected ligand in NV-INF-1 and NV-INF-2 will be performed if necessary.
The testing of these candidates for anti-influenza
activity will be performed in the laboratory of Dr. Elena Govorkova in collaboration with Dr. Robert G. Webster and will include
both in vitro and in vivo studies. They have extensive experience in influenza virus infections with a large number
of different influenza strains, and in anti-viral agents discovery. The overall objective of these studies will be to help select
clinical drug development candidates for the treatment of influenza virus in humans, using both the injectable and oral administration
routes. Injectable administration is preferable for hospitalized patients that are extremely sick, while oral administration is
preferred for outpatients.
The most optimal candidate will then be
evaluated against a wide variety of Influenza viruses in small animal efficacy studies with a goal of obtaining data for an IND
submission for Injectable FluCide drug candidate for severely ill hospitalized patients, and also for Oral FluCide drug candidate
for outpatients with Influenza.
The Influenza program has been relegated
to lower priority levels due to (a) our belief that the topical drug candidates in the HerpeCide program would reach the clinic
faster and would also have much more rapid clinical development pathway than FluCide, (b) the rapid expansion in breadth of the
HerpeCide program pipeline that has occurred due to efficacy of closely related drug candidates against different viruses in the
Herpes family and against different indications, and (c) extreme resource constraints in terms of both available skilled manpower
and available financing for driving our programs.
Nevertheless, we believe that FluCide has
strong market potential, and therefore we are keeping this program active albeit with limited resource allocation, which has slowed
down the program significantly.
Master Services Agreement, dated August
31, 2009, by and between Southern Research Institute (“Southern”) and NanoViricides, Inc.
The term of this agreement was three years
from its execution. The Company agrees to supply necessary quantities of its products in order for Southern to complete specific
studies as to the efficacy and safety of the Company’s compounds. The Company shall pay charges associated with each task
order and provide payment in the amount and as indicated therein. Under this agreement, Southern will estimate the work load and
invoices for additional task orders, subject to the Company’s agreement on costs.
The Company’s anti-HIV drug testing
in cell cultures is performed at the Southern Research Institute in Frederick, MD.
Significant Alliances and Related
Parties
TheraCour Pharma, Inc.
Pursuant to an Exclusive License Agreement we entered into with TheraCour Pharma, Inc., (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.
In consideration for obtaining these exclusive licenses, we agreed: (1) that TheraCour can charge its
costs (direct and indirect) plus no more than 30% of a specified portion of certain direct costs as a Development Fee and such
development fees shall be due and payable in periodic installments as billed; (2) the greater of $2,000 or actual costs monthly,
whichever is higher, for other general and administrative expenses incurred by TheraCour on our behalf; (3) make royalty payments
(calculated as a percentage of net sales of the licensed drugs) of 15% to TheraCour; (4) TheraCour retains the exclusive right
to develop and manufacture the licensed drugs. TheraCour will manufacture the licensed drugs exclusively for NanoViricides, and
unless such license is terminated, will not manufacture such product for its own sake or for others; and (5) TheraCour may request
and NanoViricides, Inc. will pay an advance payment (refundable) equal to twice the amount of the previous month’s invoice
to be applied as a prepayment towards expenses. TheraCour may terminate the license upon a material breach by us as specified in
the agreement. However, we may avoid such termination if within 90 days of receipt of such termination notice we cure the breach.
Development costs and other costs charged
by TheraCour for the years ended June 30, 2019, 2018 and 2017 were $3,119,863, $3,176,977, and $3,368,919 respectively. At June
30, 2019, $823,783 was due to TheraCour.
No royalties are due TheraCour from the
Company’s inception through June 30, 2019.
TheraCour is affiliated with the Company
through Anil Diwan, President, who is a director of the corporation, and owns approximately 90 % of the capital stock of
TheraCour Pharma, Inc., which itself owns approximately 11.94% of the Common Stock of the Company at June 30, 2019.
TheraCour owns 9,419,170 shares of the Company’s outstanding Common Stock and 2,000,000 shares of
the Company’s Series A Preferred Stock at June 30, 2019.
Employees
As of August 15, 2019, the Company had
approximately seventeen employees, including those at TheraCour. The Company considers its relationship with its employee to be
stable. 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. TheraCour currently has a staff of approximately ten, most of who are
scientists with PhD or advanced degrees and experience. The Company has subcontracted its animal studies to various contract research
organizations, government institutes, academic labs, and private institutions. Some of the Company’s R&D work was performed
by agencies in Vietnam. 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
As
of November 2006, upon filing of its Form 10-SB and listing on the FINRA OTC Bulletin Board, the Company became subject to the
reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These obligations include
filing an annual report under cover of Form 10-K, with audited financial statements, unaudited quarterly reports on Form 10-Q and
the requisite proxy statements with regard to annual shareholder meetings. 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 Web site at www.nanoviricides.com. Information included on the Web site is not
part of this Form 10-K.
Further, the Company’s common stock
has been listed on the NYSE MKT (a US national exchange) since September 25, 2013. The NYSE-American Exchange requires additional
corporate governance, financial and reporting requirements. NYSE MKT has changed its name to “NYSE American” in July
2017.
Website
Our website address is www.nanoviricides.com.
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 (voice mail). We can be contacted
by email at info@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. There is no mortgage on these facilities.
We subcontract the laboratory research
and development work to TheraCour Pharma, Inc., under the License Agreement with TheraCour. Management believes that the space
is sufficient for the Company to monitor the developmental progress at its subcontractors.
ITEM 1A. RISK FACTORS
Our business, financial condition, operating
results and prospects are subject to the following risks. Additional risks and uncertainties not presently foreseeable to us may
also impair our business operations. If any of the following risks or the risks described elsewhere in this report actually occurs,
our business, financial condition or operating results could be materially adversely affected. In such case, the trading price
of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.
This Form 10-K contains forward-looking
statements that involve risks and uncertainties. These statements can be identified by the use of forward-looking terminology such
as “believes,” “expects,” “intends,” “plans,” “may,” “will,”
“should,” “predict” or “anticipation” or the negative thereof or other variations thereon or
comparable terminology. Actual results could differ materially from those discussed in the forward- looking statements as a result
of certain factors, including those set forth below and elsewhere in this Form 10-K.
Risks Specific to Our Business
Our company is a development stage
company that has no products approved for commercial sale, never generated any revenues and may never achieve revenues or profitability.
Our company is a development
stage company that has no products approved for commercial sale, never generated any revenues and may never achieve revenues or
profitability. Currently, we have no products approved for commercial sale and, to date, we have not generated any revenues. Our
ability to generate revenue depends heavily on:
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demonstration and proof of principle in pre-clinical trials that a nanoviricide is safe and effective;
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successful development of our first product candidate in our pipeline;
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our ability to seek and obtain regulatory approvals, including with respect to the indications we are seeking;
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the successful commercialization of our product candidates; and
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market acceptance of our products.
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All of our existing
product candidates are in early stages of development. It will be several years, if ever, until we have a commercial drug product
available for resale. If we do not successfully develop and commercialize these products, we will not achieve revenues or profitability
in the foreseeable future, if at all. If we are unable to generate revenues or achieve profitability, we may be unable to continue
our operations.
We are a development
stage company with a limited operating history, making it difficult for you to evaluate our business and your investment. We are
in the development stage and our operations and the development of our proposed products are subject to all of the risks inherent
in the establishment of a new business enterprise, including but not limited to:
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the absence of an operating history;
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the lack of commercialized products;
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expected substantial and continual losses for the foreseeable future;
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limited experience in dealing with regulatory issues; the lack of manufacturing experience and limited marketing experience;
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an expected reliance on third parties for the development and commercialization of our proposed products;
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a competitive environment characterized by numerous, well-established and well capitalized competitors; and
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reliance on key personnel.
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Because we are subject to these risks,
you may have a difficult time evaluating our business and your investment in our company.
Our ability to become
profitable depends primarily on the following factors:
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our ability to develop drugs, obtain approval for such drugs, and if approved, to successfully commercialize our nanoviricide drug(s);
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our R&D efforts, including the timing and cost of clinical trials; and
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our ability to enter into favorable alliances with third parties who can provide substantial capabilities in clinical development, regulatory affairs, sales, marketing and distribution.
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Even if we successfully develop and
market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability.
We have incurred
significant operating losses and may not ever be profitable. As of June 30 2019, we had a cash and cash equivalent balance of
$2,555,207. Also, we have incurred significant operating losses since its inception, resulting in an accumulated deficit of
$92,116,586 at June 30, 2019. Such losses are expected to continue for the foreseeable future.
We will need to raise substantial
additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable
terms.
While we believe we
will be able to raise sufficient cash in the capital markets, to be able to take at least one of our drug candidates into initial
human clinical trials, we currently do not have sufficient resources to complete the development, clinical trials, and commercialization
of any of our proposed products. Management is actively exploring additional required funding through debt or equity financing pursuant
to its plan. There is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to
the Company to fund continuing operations. Management believes that as a result of the management plan, the Company’s
existing resources and access to the capital markets will permit the Company to fund planned operations and expenditures. However,
the Company cannot provide assurance that its plans will not change or that changed circumstances will not result in the depletion
of its capital resources more rapidly than it currently anticipates.
In the event that we
cannot obtain acceptable financing, or that we are unable to secure additional financing on acceptable terms, we would be unable
to complete development of our various drug candidates. This would necessitate implementing staff reductions and operational adjustments
that would include reductions in the following business areas:
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research and development programs;
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preclinical studies and clinical trials; material characterization studies, regulatory processes;
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a search for third party marketing partners to market our products for us.
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The amount of capital we may need will
depend on many factors, including the:
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progress, timing and scope of our research and development programs;
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progress, timing and scope of our preclinical studies and clinical trials;
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time and cost necessary to obtain regulatory approvals;
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time and cost necessary to establish our own marketing capabilities or to seek marketing partners;
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time and cost necessary to respond to technological and market developments;
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changes made or new developments in our existing collaborative, licensing and other commercial relationships; and
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new collaborative, licensing and other commercial relationships that we may establish.
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Our fixed expenses,
such as real estate taxes and facility and equipment maintenance, rent, and other contractual commitments, may increase in the
future, as we may:
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enter into leases for new facilities and capital equipment;
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enter into additional licenses and collaborative agreements; and
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incur additional expenses associated with being a public company.
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We have limited experience
in drug development, have not yet conducted any clinical trials and may not be able to successfully develop any drugs.
Until the formation
of NanoViricide, Inc. (the Company’s predecessor prior to the reverse merger in 2005) our management and key personnel had
no experience in pharmaceutical drug development and, consequently, may not be able to successfully develop any drugs. To date,
we have engaged only in pre-clinical activities and have not yet conducted any clinical trials. Our ability to achieve revenues
and profitability in our business will depend, among other things, on our ability to:
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develop products internally or obtain rights to them from others on favorable terms;
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complete laboratory testing and human studies;
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obtain and maintain necessary intellectual property rights to our products;
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successfully complete regulatory review to obtain requisite governmental agency approvals;
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enter into arrangements with third parties to manufacture our products on our behalf; and
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enter into arrangements with third parties to provide sales and marketing functions.
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Development of pharmaceutical products
is a time-consuming process, subject to a number of factors, many of which are outside of our control. Consequently, we can provide
no assurance of the successful and timely development of new drugs.
Our drug candidates
are in their developmental stage. Further development and extensive testing will be required to determine their technical feasibility
and commercial viability. Our success will depend on our ability to achieve scientific and technological advances and to translate
such advances into reliable, commercially competitive drugs on a timely basis. Drugs that we may develop are not likely to be commercially
available for a few years. The proposed development schedules for our drug candidates may be affected by a variety of factors,
including technological difficulties, proprietary technology of others, and changes in government regulation, many of which will
not be within our control. Any delay in the development, introduction or marketing of our drug candidates could result either in
such drugs being marketed at a time when their cost and performance characteristics would not be competitive in the marketplace
or in the shortening of their commercial lives. In light of the long-term nature of our projects, the unproven technology involved
and the other factors described elsewhere in “Risk Factors”, we may not be able to complete successfully the development
or marketing of any drugs.
We may fail to successfully
develop and commercialize our drug candidates if they:
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are found to be unsafe or ineffective or fail to meet the appropriate endpoints in clinical trials;
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do not receive necessary approval from the FDA or foreign regulatory agencies;
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fail to conform to a changing standard of care for the diseases they seek to treat; or
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are less effective or more expensive than current or alternative treatment methods.
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Drug development failure
can occur at any stage of clinical trials and as a result of many factors and there can be no assurance that we or our collaborators
will reach our anticipated clinical targets. Even if we or our collaborators complete our clinical trials, we do not know what
the long-term effects of exposure to our drug candidates will be. Furthermore, our drug candidates may be used in combination with
other treatments and there can be no assurance that such use will not lead to unique safety issues. Failure to complete clinical
trials or to prove that our drug candidates are safe and effective would have a material adverse effect on our ability to generate
revenue and could require us to reduce the scope of or discontinue our operations.
We must comply with significant and
complex government regulations, compliance with which may delay or prevent the commercialization of our drug candidates.
The R&D, manufacture
and marketing of drug candidates are subject to regulation, primarily by the FDA in the United States and by comparable authorities
in other countries. These national agencies and other federal, state, local and foreign entities regulate, among other things,
R&D activities (including testing in primates and in humans) and the testing, manufacturing, handling, labeling, storage, record
keeping, approval, advertising and promotion of the products that we are developing. Noncompliance with applicable requirements
can result in various adverse consequences, including approval delays or refusals to approve drug licenses or other applications,
suspension or termination of clinical investigations, revocation of approvals previously granted, fines, criminal prosecution,
recalls or seizures of products, injunctions against shipping drugs and total or partial suspension of production and/or refusal
to allow a company to enter into governmental supply contracts.
The process of obtaining
FDA approval has historically been costly and time consuming. Current FDA requirements for a new human drug or biological product
to be marketed in the United States include: (1) the successful conclusion of pre-clinical laboratory and animal tests, if appropriate,
to gain preliminary information on the product’s safety; (2) filing with the FDA of an IND application to conduct human clinical
trials for drugs or biologics; (3) the successful completion of adequate and well-controlled human clinical investigations to establish
the safety and efficacy of the product for its recommended use; and (4) filing by a company and acceptance and approval by the
FDA of a New Drug Application, or NDA, for a drug product or a biological license application, or BLA, for a biological product
to allow commercial distribution of the drug or biologic. A delay in one or more of the procedural steps outlined above could be
harmful to us in terms of getting our drug candidates through clinical testing and to market.
The FDA reviews the
results of the clinical trials and may order the temporary or permanent discontinuation of clinical trials at any time if it believes
the drug candidate exposes clinical subjects to an unacceptable health risk. Investigational drugs used in clinical studies must
be produced in compliance with current good manufacturing practice, or GMP, rules pursuant to FDA regulations.
Sales outside the United
States of products that we develop will also be subject to regulatory requirements governing human clinical trials and marketing
for drugs and biological products and devices. The requirements vary widely from country to country, but typically the registration
and approval process takes several years and requires significant resources. In most cases, even if the FDA has not approved a
product for sale in the United States, the product may be exported to any country if it complies with the laws of that country
and has valid marketing authorization by the appropriate authority. There are specific FDA regulations that govern this process.
We also are subject
to the following risks and obligations, related to the approval of our products:
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The FDA or foreign regulators may interpret data from pre-clinical testing and clinical trials in different ways than we interpret them.
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If regulatory approval of a product is granted, the approval may be limited to specific indications or limited with respect to its distribution.
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In addition, many foreign countries control pricing and coverage under their respective national social security systems.
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The FDA or foreign regulators may not approve our manufacturing processes or manufacturing facilities.
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The FDA or foreign regulators may change their approval policies or adopt new regulations.
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Even if regulatory approval for any product is obtained, the marketing license will be subject to continual review, and newly discovered or developed safety or effectiveness data may result in suspension or revocation of the marketing license.
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If regulatory approval of the product candidate is granted, the marketing of that product would be subject to adverse event reporting requirements and a general prohibition against promoting products for unapproved or “off-label” uses.
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In some foreign countries, we may be subject to official release requirements that require each batch of the product we produce to be officially released by regulatory authorities prior to its distribution by us.
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We will be subject to continual regulatory review and periodic inspection and approval of manufacturing modifications, including compliance with current GMP regulations.
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We can provide no assurance that
our drug candidates will obtain regulatory approval or that the results of clinical studies will be favorable.
The Company reports
summary of its studies as the data become available to the Company, after analyzing and verifying same, in its press releases.
All of our products
in development are still in the pre-clinical stage, and not submitted to any regulatory agencies in any formal drug licensing or
approval processes. We have previously held a pre-IND meeting with the US FDA regarding our anti-influenza drug candidates, in
March 2012. However, since then, we have re-evaluated our priorities. We have now prioritized our HerpeCide™ program drug
candidates as our highest priority candidates.
Such strategic changes
are necessitated due to the limited resources available to us for drug development. We perform such strategic changes in order
to maximize our chances of entering into human clinical trials in the regulatory process in the earliest time frame possible, and
within the funding available to the Company, guided by input from a number of sources. Such changes are designed to accelerate
some programs and would lead to delays in some other programs that receive lower priority, due to our limited resources. We may
not be able to accurately assess the effect of such changes on our business plan.
The testing, marketing
and manufacturing of any product for use in the United States will require approval from the FDA. We cannot predict with any certainty
the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical
and clinical trials may reveal that one or more products are ineffective or unsafe, in which event further development of such
products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require testing on human
subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary
regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug’s
potential commercial success and on our business, prospects, financial condition and results of operations. In addition, it is
possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development
has been completed and regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug
from the market. To the extent that our success will depend on any regulatory approvals from government authorities outside of
the United States that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.
Preclinical and clinical
studies of our product candidates may not be successful. If we are unable to generate successful results from preclinical and clinical
studies of our product candidates, or experience significant delays in doing so, our business may be materially harmed.
We
have no products on the market and all of our product candidates are in preclinical development. In particular, none of our product
candidates have ever been tested in a human subject. Our ability to achieve and sustain profitability depends on obtaining regulatory
approvals for and, if approved, successfully commercializing our product candidates, either alone or with third parties. Before
obtaining regulatory approval for the commercial distribution of our product candidates, we or an existing or future collaborator
must conduct extensive preclinical tests and clinical trials to demonstrate the safety, purity and potency of our product candidates.
The
success of our product candidates will depend on several factors, including the following:
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successfully designing preclinical studies which may be predictive of clinical outcomes;
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successful results from preclinical and clinical studies;
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receipt of marketing approvals from applicable regulatory authorities;
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obtaining and maintaining patent and trade secret protection for future product candidates;
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establishing and maintaining manufacturing relationships with third parties or establishing our own manufacturing capability; and
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successfully commercializing our products, if and when approved, whether alone or in collaboration with others.
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If
we do not achieve one or more of these factors in a timely manner or at all, we could experience significant delays or an inability
to successfully complete the development or commercialization of our product candidates, which would materially harm our business.
Because
the results of preclinical testing
are not necessarily predictive of future results, our products may not have favorable results in our planned clinical trials.
Even
if we have positive results from our preclinical testing
of our products, this may not necessarily be predictive of the results from our planned clinical trials in humans. Many companies
in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive
results in preclinical development, and we cannot
be certain that we will not face similar setbacks. Moreover, preclinical and
clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates
performed satisfactorily in preclinical studies
and clinical trials nonetheless failed to obtain FDA approval. If we fail to produce positive results in our clinical trials, the
development timeline and regulatory approval and commercialization prospects for our products, and, correspondingly, our business
and financial prospects, would be materially adversely affected.
We do not have a license from TheraCour for
the manufacture, marketing and sale of a shingles drug, our lead drug candidate.
We do not currently
have a license from TheraCour for the Varicella Zoster Virus (“VZV”) area. We
are in discussions with TheraCour after having obtained independent asset valuations to serve as the basis for such additional
licenses and have executed a Memorandum of Understanding outlining the terms of the license. However, there can be no assurance
that we will be able to enter into an agreement with TheraCour for such license or that the agreement will be on terms that are
favorable to us. Nevertheless, to date, TheraCour has granted all license requests made by us.
Even if we obtain regulatory approvals,
our marketed drug candidates will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and foreign
regulations, we could lose our approvals to market these drugs and our business would be seriously harmed.
Following any initial
regulatory approval of any drugs we may develop, we will also be subject to continuing regulatory review, including the review
of adverse experiences and clinical results that are reported after our drug candidates are made commercially available. This would
include results from any post-marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing
facilities we use to make any of our drug candidates will also be subject to periodic review and inspection by the FDA. The discovery
of any previously unknown problems with the drug, manufacturer or facility may result in restrictions on the drug or manufacturer
or facility, including withdrawal of the drug from the market. If we are required to withdraw all or more of our drugs from the
market, we may be unable to continue revenue-generating operations. Reliance on third-party manufacturers entails risks to which
we would not be subject if we manufactured drugs ourselves, including reliance on the third-party manufacturer for regulatory compliance.
Our drug promotion and advertising is also subject to regulatory requirements and continuing FDA review.
Development of our drug candidates
requires a significant investment in R&D. Our R&D expenses in turn, are subject to variation based on a number of factors,
many of which are outside of our control. A sudden or significant increase in our R&D expenses could materially and adversely
impact our results of operations.
We do not believe
we have sufficient funds on hand to take a drug candidate into the IND application stage. However, we believe we will require
approximately an additional $3,000,000 to pursue the FDA approval process including an initial IND filing. There can be no
assurance that we will be able to raise sufficient funds or that such funds will be raised on terms that will be favorable to
the Company.
The Company will be unable to proceed
with its business plan beyond approximately September 30, 2019, without obtaining additional financing to support its budgeted
Research and Development and other costs.
Because we expect to
expend substantial resources on R&D, our success depends in large part on the results as well as the costs of our R&D.
A failure in our R&D efforts or substantial increase in our R&D expenses would adversely affect our results of operations.
R&D expenditures are uncertain and subject to much fluctuation. Factors affecting our R&D expenses include, but are not
limited to:
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the number and outcome of clinical studies we are planning to conduct; for example, our R&D expenses may increase based on the number of late-stage clinical studies that we may be required to conduct;
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the number, extent, and outcome of pre-clinical studies we are planning to conduct; for example, our R&D expenses may increase based on the number and extent of IND-enabling pre-clinical studies including CMC Studies, Tox Package Studies, and Quality Programs that we may be required to conduct;
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the number of drugs entering into pre-clinical development from research; for example, there is no guarantee that internal research efforts will succeed in generating sufficient data for us to make a positive development decision; and
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licensing activities, including the timing and amount of related development funding or milestone payments; for example, we may enter into agreements requiring us to pay a significant up-front fee for the purchase of in-process R&D that we may record as R&D expense.
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We have limited experience in conducting
or supervising clinical trials and must outsource all clinical trials.
We have limited
experience in conducting or supervising clinical trials that must be performed to obtain data to submit in concert with applications
for approval by the Food and Drug Administration (“FDA”). The regulatory process to obtain approval for drugs for
commercial sale involves numerous steps. Drugs are subjected to clinical trials that allow development of case studies to examine
safety, efficacy, and other issues to ensure that sale of drugs meets the requirements set forth by various governmental agencies,
including the FDA. In the event that our protocols do not meet standards set forth by the FDA, or that our data is not sufficient
to allow such trials to validate our drugs in the face of such examination, we might not be able to meet the requirements that
allow our drugs to be approved for sale.
Because we have limited
experience in conducting or supervising clinical trials, we plan to outsource our clinical trials to third parties. We have no
control over their compliance with procedures and protocols used to complete clinical trials in accordance with standards required
by the agencies that approve drugs for sale. If these subcontractors fail to meet these standards, the validation of our drugs
would be adversely affected, causing a delay in our ability to meet revenue-generating operations.
We are subject to risks inherent
in conducting clinical trials. The risk of non-compliance with FDA-approved good clinical practices by clinical investigators,
clinical sites, or data management services could delay or prevent us from developing or ever commercializing our drug candidates.
Agreements with clinical
investigators and medical institutions for clinical testing and with other third parties for data management services place substantial
responsibilities on these parties, which could result in delays in, or termination of, our clinical trials if these parties fail
to perform as expected. For example, if any of our clinical trial sites fail to comply with FDA-approved good clinical practices,
we may be unable to use the data gathered at those sites. If these clinical investigators, medical institutions or other third
parties do not carry out their contractual duties or obligations or fail to meet expected deadlines, or if the quality or accuracy
of the clinical data they obtain is compromised due to their failure to adhere to our clinical protocols or for other reasons,
our clinical trials may be extended, delayed or terminated, and we may be unable to obtain regulatory approval for or successfully
commercialize our drug candidates.
We or regulators may
suspend or terminate our clinical trials for a number of reasons. We may voluntarily suspend or terminate our clinical trials if
at any time we believe that they present an unacceptable risk to the patients enrolled in our clinical trials. In addition, regulatory
agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical
trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety
risk to the patients enrolled in our clinical trials.
Our clinical trial
operations will be subject to regulatory inspections at any time. If regulatory inspectors conclude that we or our clinical trial
sites are not in compliance with applicable regulatory requirements for conducting clinical trials, we may receive reports of observations
or warning letters detailing deficiencies, and we will be required to implement corrective actions. If regulatory agencies deem
our responses to be inadequate, or are dissatisfied with the corrective actions that we or our clinical trial sites have implemented,
our clinical trials may be temporarily or permanently discontinued, we may be fined, we or our investigators may be precluded from
conducting any ongoing or any future clinical trials, the government may refuse to approve our marketing applications or allow
us to manufacture or market our drug candidates or we may be criminally prosecuted. If we are unable to complete clinical trials
and have our products approved due to our failure to comply with regulatory requirements, we will be unable to commence revenue-generating
operations.
Efforts of government and third-party
payers to contain or reduce the costs of health care may adversely affect our revenues even if we were to develop an FDA approved
drug.
Our ability to earn
sufficient returns on our drug candidates may depend in part on the extent to which government health administration authorities,
private health coverage insurers and other organizations will provide reimbursement for the costs of such drugs and related treatments.
Significant uncertainty exists as to the reimbursement status of newly approved health care drugs, and we do not know whether adequate
third-party coverage will be available for our drug candidates. If our current and proposed drugs are not considered cost-effective,
reimbursement to the consumers may not be available or sufficient to allow us to sell drugs on a competitive basis. The failure
of the government and third-party payers to provide adequate coverage and reimbursement rates for our drug candidates could adversely
affect the market acceptance of our drug candidates, our competitive position and our financial performance.
If we were to successfully
develop approvable drugs, before we can begin selling these drugs, we must obtain regulatory approval of our manufacturing facility
and process or the manufacturing facility and process of the third party or parties with whom we may outsource our manufacturing
activities. In addition, the manufacture of our products must comply with the FDA’s current Good Manufacturing Practices
regulations, commonly known as GMP regulations. The GMP regulations govern quality control and documentation policies and procedures.
Our manufacturing facilities, if any in the future and the manufacturing facilities of our third party manufacturers will be continually
subject to inspection by the FDA and other state, local and foreign regulatory authorities, before and after product approval.
We cannot guarantee that we, or any potential third party manufacturer of our products, will be able to comply with the GMP regulations
or other applicable manufacturing regulations.
As of the date of
this filing, we have approximately seventeen employees including the employees at TheraCour, and several consultants and independent
contractors. The only consultant/contractor that we consider critical to the Company is TheraCour. Our relationship with TheraCour
is discussed below. All other consultant/contractors would be more readily replaceable. We have significantly expanded our operations
and staff materially and our new employees include a number of key managerial, technical, financial, R&D and operations personnel.
The expansion of our business will continue to place a significant strain on our limited managerial, operational and financial
resources. We may need to hire additional personnel, in key managerial, technical, financial, R&D and operations areas. We
have no experience in integrating multiple employees when hired. Therefore, there is a substantial risk that we will not be able
to integrate new employees into our operations which would have a material adverse effect on our business, prospects, financial
condition and results of operations.
Confidentiality agreements
with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. Disclosure
of our trade secrets or proprietary information could compromise any competitive advantage that we have.
We depend upon confidentiality
agreements with our officers, employees, consultants, and subcontractors to maintain the proprietary nature of the technology.
These measures may not afford us sufficient or complete protection and may not afford an adequate remedy in the event of an unauthorized
disclosure of confidential information. In addition, others may independently develop technology similar to ours, otherwise avoiding
the confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial
condition, and results of operations.
We will rely upon licensed patents
to protect our technology. We may be unable to obtain or protect such intellectual property rights, and we may be liable for infringing
upon the intellectual property rights of others.
Our ability to
compete effectively will depend on our ability to maintain the proprietary nature of our technologies and the proprietary
technology of others with which we have entered into licensing agreements. We have exclusive licenses from TheraCour to novel
technologies, proprietary technologies, and knowhow, some of which has been filed in patent applications, and we expect to
file patents of our own in the coming years. There can be no assurance that any of these patent applications will ultimately
result in the issuance of a patent with respect to the technology owned by us or licensed to us. The patent position of
pharmaceutical or biotechnology companies, including ours, is generally uncertain and involves complex legal and factual
considerations. The standards that the United States Patent and Trademark Office use to grant patents are not always applied
predictably or uniformly and can change. There is also no uniform, worldwide policy regarding the subject matter and scope of
claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly, we do not know the degree of future
protection for our proprietary rights or the breadth of claims that will be allowed in any patents issued to us or to others.
Further, we rely on a combination of trade secrets, know-how, technology and nondisclosure, and other contractual agreements
and technical measures to protect our rights in the technology. If any trade secret, know-how or other technology not
protected by a patent were to be disclosed to or independently developed by a competitor, our business and financial
condition could be materially adversely affected.
We do not believe that
any of the drug candidates we are currently developing infringe upon the rights of any third parties nor are they infringed upon
by third parties; however, there can be no assurance that our technology will not be found in the future to infringe upon the rights
of others or be infringed upon by others. In such a case, others may assert infringement claims against us, and should we be found
to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages,
potentially including treble damages, if we are found to have willfully infringed on such parties’ patent rights. In addition
to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property, enter
into royalty agreements, or redesign our drug candidates so as not to utilize this intellectual property, each of which may prove
to be uneconomical or otherwise impossible. Conversely, we may not always be able to successfully pursue our claims against others
that infringe upon our technology and the technology exclusively licensed from the TheraCour Pharma. Thus, the proprietary nature
of our technology or technology licensed by us may not provide adequate protection against competitors.
Moreover, the cost to us of any litigation or other proceeding relating to technology we license and other
intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our management’s
efforts. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our
operations.
Other companies or organizations
may assert patent rights that prevent us from developing and commercializing our drug candidates.
We are in a relatively new scientific field that has generated many different patent applications from
organizations and individuals seeking to obtain important patents in the field. Because the field is so new, very few of these
patent applications have been fully processed by government patent offices around the world, and there is a great deal of uncertainty
about which patents will issue, when, to whom, and with what claims. It is possible that there will be significant litigation and
other proceedings, such as interference proceedings in various patent offices, relating to patent rights in the field. Others may
attempt to invalidate TheraCour’s patents or other intellectual property rights. Even if our rights are not directly challenged,
disputes among third parties could lead to the weakening or invalidation of those intellectual property rights.
Thus, it is possible
that one or more organizations will hold patent rights to which we will need a license. Any license required under any patent may
not be made available on commercially acceptable terms, if at all. In addition, such licenses are likely to be non-exclusive and,
therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license and are
unable to design around a patent, we may be unable to effectively market some of our technology and drug candidates, which could
limit our ability to generate revenues or achieve profitability and possibly prevent us from generating revenue sufficient to sustain
our operations.
We are dependent upon
TheraCour for the rights to develop the products we intend to sell and our license agreements with TheraCour require that
TheraCour is the sole developer and supplier of our licensed products.
Our ability to develop, manufacture and sell the products the Company plans to develop is derived from
our Licensing Agreements with TheraCour Pharma Inc. (“TheraCour”). The Agreements may be terminated by TheraCour as
a result of: the insolvency or bankruptcy proceedings by or against the Company, a general assignment by the Company to its creditors,
the dissolution of the Company, cessation by the Company of business operations for ninety (90) days or more or the commencement
by the Company or an affiliate to challenge or invalidate the issued patents.
The Company does not
hold the rights to any other patents nor does the Company conduct its own research and development to develop other products to
manufacture and sell. In addition, TheraCour is the sole developer of our licensed products and we are required to pay TheraCour
fess for indirect and direct costs incurred by TheraCour for its licensed products. Therefore, we are dependent upon TheraCour
for all of our product development needs. If the Company’s Agreement with TheraCour is terminated, it is unlikely we will
be able to commence revenue-generating operations or that the Company could continue operating at all.
The expiration or loss of patent protection
may adversely affect our future revenues and operating earnings.
We rely on patent,
trademark, trade secret and other intellectual property protection in the discovery, research and of our product candidates. In
particular, patent protection is important in the development and eventual commercialization of our products and product candidates.
Patents covering our products and product candidates normally provide market exclusivity, which is important in order for our products
and product candidates to become profitable.
Certain of the patents, that comprise the intellectual property that we license, expire between 2020 and
2028. While we believe the patent holders may seek additional patent coverage that may protect the technology underlying these
patents, there can be no assurances that such additional patent protection will be granted, or if granted, that these patents will
not be infringed upon or otherwise held enforceable. Even if we are successful in obtaining a patent, patents have a limited lifespan
and we currently do not have any products for sale. In the United States, the natural expiration of a utility patent
typically is generally 20 years after it is filed. Various extensions may be available; however, the life of a patent, and the
protection it affords, is limited. Without patent protection for our products and product candidates, we may be open to competition
from generic versions of such methods and devices.
We lack suitable facilities for clinical
testing; reliance on third parties.
The Company does not
have facilities that could be used to conduct clinical testing. We expect to contract with third parties to conduct all clinical
testing required to obtain approvals for any drugs that we might develop. We currently outsource all testing to a number of third
parties in various collaborations and service contracts. Any of our collaborators or service providers may discontinue the service
contract or collaboration. If this were to occur, then we would be required to modify our priorities and goals, obtain other collaborators
or service providers to replace the ones we lose, or we may even be forced to abandon certain drug development programs. In addition,
any failures by third parties to adequately perform their responsibilities may delay the submission of our proposed products for
regulatory approval, impair our ability to deliver our products on a timely basis, increase our costs, or otherwise impair our
competitive position.
We have limited manufacturing experience.
The Company has never
manufactured products in the highly regulated environment of pharmaceutical manufacturing. There are numerous regulations and requirements
that must be maintained to obtain licensure and the permits required to commence manufacturing, as well as additional requirements
to continue manufacturing pharmaceutical products. We now own facilities that could be used to manufacture clinical quantities
of any products that might be developed by the Company. We believe that this cGMP-capable facility may allow us to produce limited
quantities of a drug after approval for initial market entry, and that such an effort may make commercial sense if the treatment
course requirements and afflicted patient populations are limited, and if the remuneration for the treatment course is appropriate.
However, we do not own, nor lease facilities suitable for cGMP manufacture of any of our drug candidates in large commercial quantities,
nor do we have the resources at this time to acquire or lease suitable facilities. At present, we have not retained any contract
manufacturing organizations (CMO) for commercial manufacture or for clinical product manufacture.
We may be unable to attract, retain, and motivate skilled
personnel which will delay our product development programs and our research and development efforts.
Our success depends
on our continued ability to attract, retain, and motivate highly qualified scientific personnel who must undergo extensive training
to assist in our research programs. Competition for skilled and qualified personnel and academic and other research collaborations
is intense. If we lose the services of personnel with the necessary skills, or if there are extensive delays in training such personnel,
it could significantly impede the achievement of our research and development objectives. We are currently experiencing extreme
staffing constraints as well as financing constraints that have already caused substantial delays and may continue to cause further
delays in our estimated timelines, unless we are successful at raising additional funds and at attracting and retaining highly
skilled employees with specific skill-sets. There can be no assurance that we will be able to raise sufficient funding or that
even if we are able to raise funding on terms favorable to the Company, that we will be able to hire and retain such qualified
employees, The inability to hire and retain these employees will significantly delay our objectives including filing an IND with
the FDA.
We have no sales and marketing personnel.
We are an early stage
development company with limited resources. We do not currently have any products available for sale, so have not secured sales
and marketing staff at this early stage of operations. We cannot generate sales without a sales or marketing staff and we cannot
guarantee we will be successful in developing one. Even if we were to successfully develop approvable drugs, we will not be able
to sell these drugs if we or our third-party manufacturers fail to comply with manufacturing regulations.
Since we cannot predict whether or
when we will obtain regulatory approval to commercialize our product candidates, we cannot predict the timing of any future revenue
from these product candidates.
We
cannot commercialize any of our product candidates to generate revenue until the appropriate regulatory authorities have reviewed
and approved the marketing applications for the product candidates. We cannot ensure that the regulatory agencies will complete
their review processes in a timely manner or that we will obtain regulatory approval for any product candidate that we or our collaborators
develop. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty
of the product and requires the expenditure of substantial resources. Regulatory approval processes outside the United States include
all of the risks associated with the FDA approval process. In addition, we may experience delays or rejections based upon additional
government regulation from future legislation or administrative action or changes in FDA policy during the period of product development,
clinical trials and FDA regulatory review.
We license our core technology from
TheraCour. and we are dependent upon them as they have exclusive development rights. If we lose the right to utilize any of the
proprietary information that is the subject of this license agreement, we may incur substantial delays and costs in development
of our drug candidates
The Company has entered
into Material License Agreements with TheraCour Pharma, Inc. (“TheraCour”) (an approximately 11.94% shareholder of
the Company’s common stock) as of August 15, 2019, which is controlled by Anil Diwan, our founder, Executive Chairman and
President. TheraCour has exclusive rights to develop exclusively for us, the materials that comprise the core drugs of our planned
business. TheraCour is a development stage company with limited financial resources and needs the Company’s progress payments
to further the development of the nanoviricides. The Company controls the research and work TheraCour performs on its behalf and
no costs may be incurred without the prior authorization or approval of the Company.
We depend on TheraCour
and other third parties to perform manufacturing activities effectively and on a timely basis. If these third parties fail to perform
as required, this could impair our ability to deliver our products on a timely basis or cause delays in our clinical trials and
applications for regulatory approval, and these events could harm our competitive position and adversely affect our ability to
commence revenue-generating operations. The manufacturing process for pharmaceutical products is highly regulated, and regulators
may shut down manufacturing facilities that they believe do not comply with regulations. We, and our manufacturers are subject
to the FDA’s current Good Manufacturing Practices, which are extensive regulations governing manufacturing processes, stability
testing, record keeping and quality standards and similar regulations are in effect in other countries. In addition, our manufacturing
operations are subject to routine inspections by regulatory agencies.
Our collaborative relationships with
third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial
return.
We anticipate substantial
reliance upon strategic collaborations for marketing and the commercialization of our drug candidates and we may rely even more
on strategic collaborations for R&D of our other drug candidates. Our business depends on our ability to sell drugs to both
government agencies and to the general pharmaceutical market. Offering our drug candidates for non-medical applications to government
agencies does not require us to develop new sales, marketing or distribution capabilities beyond those already existing in the
company. Selling antiviral drugs, however, does require such development. We plan to sell antiviral drugs through strategic partnerships
with pharmaceutical companies. If we are unable to establish or manage such strategic collaborations on terms favorable to us in
the future, our revenue and drug development may be limited. To date, we have not entered into any strategic collaboration with
third parties capable of providing these services. In addition, we have not yet marketed or sold any of our drug candidates or
entered into successful collaborations for these services in order to ultimately commercialize our drug candidates.
If we determine to
enter into R&D collaborations during the early phases of drug development, our success will in part depend on the performance
of our research collaborators. We will not directly control the amount or timing of resources devoted by our research collaborators
to activities related to our drug candidates. Our research collaborators may not commit sufficient resources to our programs. If
any research collaborator fails to commit sufficient resources, our preclinical or clinical development programs related to such
collaboration could be delayed or terminated. Also, our collaborators may pursue existing or other development-stage products or
alternative technologies in preference to those being developed in collaboration with us. Finally, if we fail to make required
milestone or royalty payments to our collaborators or to observe other obligations in our agreements with them, our collaborators
may have the right to terminate those agreements.
Manufacturers producing
our drug candidates must follow current GMP regulations enforced by the FDA and foreign equivalents. If a manufacturer of our drug
candidates does not conform to the current GMP regulations and cannot be brought up to such a standard, we will be required to
find alternative manufacturers that do conform. This may be a long and difficult process and may delay our ability to receive FDA
or foreign regulatory approval of our drug candidates and cause us to fall behind on our business objectives.
Establishing strategic
collaborations is difficult and time-consuming. Our discussion with potential collaborators may not lead to the establishment of
collaborations on favorable terms, if at all. Potential collaborators may reject collaborations based upon their assessment of
our financial, regulatory or intellectual property position. Even if we successfully establish new collaborations, these relationships
may never result in the successful development or commercialization of our drug candidates or the generation of sales revenue.
To the extent that we enter into collaborative arrangements, our drug revenues are likely to be lower than if we directly marketed
and sold any drugs that we may develop.
Management of our relationships
with our collaborators will require:
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significant time and effort from our management team;
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coordination of our marketing and R&D programs with the marketing and R&D priorities of our collaborators; and
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effective allocation of our resources to multiple projects.
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We employ the use of certain chemical
and biological agents and compounds that may be deemed hazardous and we are therefore subject to various environmental laws and
regulations. Compliance with these laws and regulations may result in significant costs, which could materially reduce our ability
to become profitable.
We use hazardous materials,
including chemicals and biological agents and compounds that could be dangerous to human health and safety or the environment.
As appropriate, we safely store these materials and wastes resulting from their use at our laboratory facility pending their ultimate
use or disposal. We contract with a third party to properly dispose of these materials and wastes. We are subject to a variety
of federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of
these materials and wastes. We may incur significant costs complying with environmental laws and regulations adopted in the future.
We cannot eliminate the risk of contamination
or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could
be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated
with civil or criminal fines and penalties for failure to comply with such laws and regulations. We may incur substantial costs
in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and
regulations may impair our research, development or production efforts. Our failure to comply with these laws and regulations also
may result in substantial fines, penalties or other sanctions.
If we use biological and hazardous
materials in a manner that causes injury, we may be liable for damages.
Our R&D and manufacturing
activities will involve the use of biological and hazardous materials. Although we believe our safety procedures for handling
and disposing of these materials comply with federal, state and local laws and regulations, we cannot entirely eliminate the risk
of accidental injury or contamination from the use, storage, handling or disposal of these materials. We carry $8,000,000 casualty
and general liability insurance policies. Accordingly, in the event of contamination or injury, we could be held liable for damages
or penalized with fines in an amount exceeding our resources and insurance coverage, and our clinical trials or regulatory approvals
could be suspended.
We depend upon our senior management
and their loss or unavailability could put us at a competitive disadvantage.
We currently depend
upon the efforts and abilities of our management team. The loss or unavailability of the services of any of these individuals for
any significant period of time could have a material adverse effect on our business, prospects, financial condition and results
of operations. We have not obtained, do not own, nor are we the beneficiary of key-person life insurance for all of our key personnel.
The Company believes
that its President, Anil Diwan, is critical to the success of the Company. The Company is a limited beneficiary of a certain amount
of key man insurance for Anil Diwan that the Company maintains. However, there can be no assurances that the amount of the key
man insurance coverage would be sufficient to provide replacement of this key officer for continuing the Company’s operations
in a timely manner, should such an event arise.
The Company also maintains
a limited amount of Directors and Officers Liability insurance coverage to protect all of its directors and executive officers
taken together. There can be no assurance that this D&O coverage will be sufficient to cover the costs of the events that may
lead to its invocation, in which case, there could be a substantial impact on the Company’s ability to continue operations,
should such an unforeseen event occur.
There are conflicts of interest among
our officers, directors and stockholders.
Certain of our executive
officers and directors and their affiliates are engaged in other activities and have interests in other entities on their own behalf
or on behalf of other persons. Neither we, nor our stockholders will have any rights in these ventures or their income or profits.
Specifically, Anil Diwan owns approximately 90% of the capital stock of TheraCour, which as of August 15, 2019 owned 11.94%
of our Common Stock, and 2,000,000 shares of the Company’s Series A Preferred stock, and provides the nanomaterials to the
Company with which it intends to develop its products and is the holder of the intellectual property rights the Company uses to
conduct its operations. While the Company is not aware of any conflict that has arisen or any transaction that has not been conducted
on an arm’s length basis to date, Dr. Diwan may have conflicting fiduciary duties between the Company and TheraCour, for
which he must recuse himself from certain decision-making processes of the Company.
In addition, a former
independent director, Dr. Milton Boniuk has dispositive power over 10,462,869 shares of common stock, and 337,000 shares of Series
A preferred stock as of August 15, 2019.
The Company does not allow a conflicted
shareholder, director, or executive officer to vote on matters wherein a conflict may be perceived. The conflicted person or entity
is not allowed to nominate an alternate person to vote for them either. Other than this safeguard, the Company currently does not
have any policy in place, should such a conflict arise.
In particular:
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Our executive officers or directors or their affiliates may have an economic interest in, or other business relationship with, partner companies that invest in us.
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Our executive officers or directors or their affiliates have interests in entities that provide products or services to us.
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In any of these cases:
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Our executive officers or directors may have a conflict between our current interests and their personal financial and other interests in another business venture.
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Our executive officers or directors may have conflicting fiduciary duties to us and the other entity.
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The terms of transactions with the other entity may not be subject to arm’s length negotiations and therefore may be on terms less favorable to us than those that could be procured through arm’s length negotiations.
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We anticipate entering into contracts
with various U.S. government agencies. In contracting with government agencies, we will be subject to various federal contract
requirements. Future sales to U.S. government agencies will depend, in part, on our ability to meet these requirements, certain
of which we may not be able to satisfy.
We may enter into contracts
with various U.S. government agencies which have special contracting requirements that give the government agency various rights
or impose on the other party various obligations that can make the contracts less favorable to the non- government party. Consequently,
if a large portion of our revenue is attributable to these contracts, our business may be adversely affected should the governmental
parties exercise any of these additional rights or impose any of these additional obligations.
U.S. government contracts
typically contain unfavorable termination provisions and are subject to audit and modification by the government at its sole discretion,
which subjects us to additional risks. These risks include the ability of the U.S. government to unilaterally:
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suspend or prevent us for a set period of time from receiving new contracts or extending existing contracts based on violations or suspected violations of laws or regulations;
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terminate our existing contracts;
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reduce the scope and value of our existing contracts;
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audit and object to our contract-related costs and fees, including allocated indirect costs;
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control and potentially prohibit the export of our drug candidates; and
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change certain terms and conditions in our contracts.
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The U.S. government
may terminate any of its contracts with us either for its convenience or if we default by failing to perform in accordance with
the contract schedule and terms. Termination for convenience provisions generally enable us to recover only our costs incurred
or committed, and settlement expenses and profit on the work completed prior to termination. Termination for default provisions
do not permit these recoveries and make us liable for excess costs incurred by the U.S. government in procuring undelivered items
from another source.
As a U.S. government
contractor, we may become subject to periodic audits and reviews. Based on the results of these audits, the U.S. government may
adjust our contract-related costs and fees, including allocated indirect costs. As part of any such audit or review, the U.S. government
may review the adequacy of, and our compliance with, our internal control systems and policies, including those relating to our
purchasing, property, compensation and/or management information systems. In addition, if an audit or review uncovers any improper
or illegal activity, we may be subject to civil and criminal penalties and administrative sanctions, including termination of our
contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S.
government. We could also suffer serious harm to our reputation if allegations of impropriety were made against us. In addition,
under U.S. government purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets,
portions of our R&D costs and some marketing expenses, may not be reimbursable or allowed under our contracts. Further, as
a U.S. government contractor, we may become subject to an increased risk of investigations, criminal prosecution, civil fraud,
whistleblower lawsuits and other legal actions and liabilities to which purely private sector companies are not.
We may fail to obtain contracts to
supply the U.S. government, and we may be unable to commercialize our drug candidates.
The U.S. government
has undertaken commitments to help secure improved countermeasures against bio-terrorism. The process of obtaining government contracts
is lengthy and uncertain, and we would compete for each contract. Moreover, the award of one government contract would not necessarily
secure the award of future contracts covering the same drug. If the U.S. government makes significant future contract awards for
the supply of its emergency stockpile to our competitors, our business will be harmed and it is unlikely that we will be able to
ultimately commercialize our competitive drug candidate.
In addition, the determination
of when and whether a drug is ready for large scale purchase and potential use will be made by the government through consultation
with a number of government agencies, including the FDA, the NIH, the CDC and the Department of Homeland Security. Congress has
approved measures to accelerate the development of bio-defense drugs through NIH funding, the review process by the FDA and the
final government procurement contracting authority. While this may help speed the approval of our drug candidates, it may also
encourage competitors to develop their own drug candidates.
The market for government
stockpiling of H5N1 medicines and other antiviral drugs in the Strategic National Stockpile is fairly new and uncertain.
At the present many
governments have already stockpiled influenza medicines for H5N1. We cannot predict with certainty the size of the market, if any
for all of the antiviral drugs that the governments may want to stockpile. Consequently, we cannot predict whether sales, if any,
to governments will be sufficient to fund our business plan and commence revenue-generating operations.
If the U.S. government fails to continue
funding bio-defense drug candidate development efforts or fails to purchase sufficient quantities of any future bio-defense drug
candidate, we may be unable to generate sufficient revenues to continue operations.
While we have not yet
received U.S. government funding, we hope to receive funding from the U.S. government for the development of our bio-defense drug
candidates. Changes in government budgets and agendas, however, may result in future funding being decreased and de-prioritized,
and government contracts typically contain provisions that permit cancellation in the event that funds are unavailable to the government
agency. Furthermore, we cannot be certain of the timing of any future funding, and substantial delays or cancellations of funding
could result from protests or challenges from third parties. If the U.S. government fails to continue to adequately fund R&D
programs, we may be unable to generate sufficient revenues to continue operations. Similarly, if we develop a drug candidate that
is approved by the FDA, but the U.S. government does not place sufficient orders for this drug, our future business may be harmed.
Risks Related to the Biotechnology/Biopharmaceutical
Industry
The biotechnology and biopharmaceutical
industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete
with enterprises equipped with more substantial resources than us.
The biotechnology and
biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition based primarily
on scientific and technological factors. These factors include the availability of patent and other protection for technology and
products, the ability to commercialize technological developments and the ability to obtain government approval for testing, manufacturing
and marketing.
Our shingles drug candidate
would compete with Valtrex®, an approved drug (valacyclovir), and other acyclovir-related nucleoside analogs, and new drugs
in the pipeline. FV-100, a VZV-specific nucleoside analog was in Phase III clinical trials that were terminated. Development of
ASP2151, a helicase/primase inhibitor, was terminated due to adverse events in healthy persons in clinical trials. We are not aware
of any further drugs in clinical trials for the treatment of shingles. Painkillers such as lidocaine formulations and oxycodone
formulations were in clinical trials for symptomatic relief of PHN.
Our HSV-1 and HSV-2
skin cream drug candidates would compete with branded and unbranded available skin creams, such as Abreva™, as well as with
branded and unbranded oral drug candidates against herpes, such as those based on acyclovir, valacyclovir, gancyclovir, among others.
It is not known until after human clinical trials whether our drug candidates provide patient benefits beyond those of these drugs.
Other drugs against herpes that are in the pipeline, if approved prior to our drug approval, would also be competition. Several
drugs are in clinical trials for HSV-1 and/or HSV-2 treatment. These include brincidofovir, cyclopropavir, valamocyclovir, pritelivir,
letermovir, as well as antibodies. Their patient benefit profiles are not known at present.
Our anti-influenza
drug in development, Flucide, would compete with neuraminidase inhibitors Tamiflu and Relenza, anti-influenza drugs that are sold
by Roche and Glaxo SmithKline (GSK), respectively. Generic competitors include amantadine and rimantadine, both oral. BioCryst
Pharmaceuticals, Inc. has achieved US FDA approval for IV Infusions formulations of peramivir, an influenza neuraminidase inhibitor,
for the treatment of uncomplicated influenza. Peramivir is approved in Japan and had obtained emergency use authorization in the
US. Its effectiveness during multiple clinical trials was found to be severely limited. Recently, a new drug, Xofluza (Baloxavir
marboxil), developed by Shionogi, Inc., has been approved in Japan, and licensed in the US and the rest of the world by Genetech/Roche
and is in fast track Phase 3 clinical trials under the US FDA. It is an influenza viral endonuclease PA inhibitor. Other drugs
in this class are in clinical trials. So are drugs targeting the m7G cap-snatching activity (PB2) of influenza virus such as VX787,
and antibodies. Several H5N1 bird flu, and influenza novelH1N1/2009 vaccines are also in development worldwide. Several companies
are developing anti-influenza drugs and vaccines.
We compete with specialized
biopharmaceutical firms in the United States, Europe and elsewhere, as well as a growing number of large pharmaceutical companies
that are applying biotechnology to their operations, many of which have greater market presence and resources than we do. Many
biopharmaceutical companies have focused their development efforts in the human therapeutics area, including cancer. Many major
pharmaceutical companies have developed or acquired internal biotechnology capabilities or made commercial arrangements with other
biopharmaceutical companies. These companies, as well as academic institutions, government agencies and private research organizations,
also compete with us in recruiting and retaining highly qualified scientific personnel and consultants. Our ability to compete
successfully with other companies in the pharmaceutical field will also depend to a considerable degree on the continuing availability
of capital to us.
We are aware of numerous
products under development or manufactured by competitors that are used for the prevention or treatment of certain diseases we
have targeted for drug development. Various companies are developing biopharmaceutical products that potentially directly compete
with our drug candidates even though their approach to such treatment is different.
We hope that our drug
candidates under development and in clinical trials will address major markets within the anti-viral sector. Our competition will
be determined in part by the potential indications for which drugs are developed and ultimately approved by regulatory authorities.
Additionally, the timing of the market introduction of some of our potential drugs or of competitors’ products may be an
important competitive factor. Accordingly, the relative speed with which we can develop drugs, complete pre-clinical testing, clinical
trials, approval processes and supply commercial quantities to market are important competitive factors. We expect that competition
among drugs approved for sale will be based on various factors, including product efficacy, safety, reliability, availability,
price and patent protection.
The successful development of biopharmaceuticals
is highly uncertain. A variety of factors including, pre-clinical study results or regulatory approvals, could cause us to abandon
development of our drug candidates.
Successful development
of biopharmaceuticals is highly uncertain and is dependent on numerous factors, many of which are beyond our control. Products
that appear promising in the early phases of development may fail to reach the market for several reasons including:
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pre-clinical study results that may show the product to be less effective than desired (e.g., the study failed to meet its primary objectives) or to have harmful or problematic side effects;
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failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length of time to achieve study endpoints, additional time requirements for data analysis or a IND and later NDA, preparation, discussions with the FDA, an FDA request for additional pre-clinical or clinical data or unexpected safety or manufacturing issues;
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manufacturing costs, pricing or reimbursement issues, or other factors that make the product not economical; and
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the proprietary rights of others and their competing products and technologies that may prevent the product from being commercialized.
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Success in pre-clinical and early clinical
studies does not ensure that large-scale clinical studies will be successful. Clinical results are frequently susceptible to varying
interpretations that may delay, limit or prevent regulatory approvals. The length of time necessary to complete clinical studies
and to submit an application for marketing approval for a final decision by a regulatory authority varies significantly from one
product to the next, and may be difficult to predict.
Risks Related to the Securities Markets
and Investments in Our Common Stock
If we do not meet the continued listing
standards of the NYSE American our common stock could be delisted from trading, which could limit investors’ ability to make
transactions in our common stock and subject us to additional trading restrictions.
As of September 25,
2013, our common stock became listed on the NYSE MKT (now known as “NYSE American”), a national securities exchange,
which imposes continued listing requirements with respect to listed shares. If, however, we fail to satisfy the continued listing
standards, such as, for example, the requirement that our shares not trade “for a substantial period of time at a low price
per share,” fail to meet stockholders equity requirements, or that we not dispose of our principal operating assets or discontinue
a substantial portion of our operations, among other requirements, the NYSE American may issue anon-compliance letter or initiate
delisting proceedings. If our securities are delisted from trading on the NYSE American and we are not able to list our securities
on another exchange or to have them quoted on NASDAQ, our securities could be quoted on the OTC Bulletin Board or on the “pink
sheets.” As a result, we could face significant adverse consequences including:
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a limited availability of market quotations for our securities;
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a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage for us; and
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a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3 or obtain additional financing in the future).
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Our Company is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which will require
us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will reduce or
might eliminate our profitability.
Our Company is required
to file periodic reports with the Commission pursuant to the Exchange Act and the rules and regulations promulgated thereunder.
To comply with these requirements, our independent registered auditors will have to review our quarterly financial statements and
audit our annual financial statements. Moreover, our legal counsel will have to review and assist in the preparation of such reports.
The costs charged by these professionals for such services cannot be accurately predicted at this time, because factors such as
the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will
have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will
obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and
earn a profit. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act
of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed,
investors could lose confidence in our reported financial information, the trading price of our Common Stock, if a market ever
develops, could drop significantly, or we could become subject to Commission enforcement proceedings.
Our Common Stock may be considered
a “penny stock” and may be difficult to sell.
The Commission has
adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price of our
Common Stock has fluctuated greatly. If, the market price of the Common Stock is less than $5.00 per share and the Common Stock
does not fall within any exemption, it therefore may be designated as a “penny stock” according to Commission rules.
The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons
other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make
a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the
transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must
deliver, before the transaction, a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for
the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks.
These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell
our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases
of our common shares as compared to other securities.
Our stock price may be volatile and
your investment in our common stock could suffer a decline in value.
The price of our Common
Stock, as quoted on the NYSE American, may fluctuate significantly in response to a number of factors, many of which are beyond
our control. These factors include but are not limited to:
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progress of our products through the regulatory process
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results of preclinical studies and clinical trials;
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announcements of technological innovations or new products by us or our competitors;
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government regulatory action affecting our products or our competitors’ products in both the United States and foreign countries;
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developments or disputes concerning patent or proprietary rights;
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general market conditions for emerging growth and pharmaceutical companies;
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economic conditions in the United States or abroad;
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actual or anticipated fluctuations in our operating results;
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broad market fluctuations; and
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changes in financial estimates by securities analysts.
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There is a risk of market fraud.
Shareholders should
be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and
misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5)
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,
along with the resulting inevitable collapse of those prices and with consequent investor losses. We are aware of the abuses that
have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of
the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.
As of September 25,
2013, our common stock was listed on the NYSE American national exchange. However, shareholders should be aware that the occurrence
of the above-mentioned patterns and practices cannot be entirely precluded and that the occurrence of these patterns or practices
could increase the volatility of our share price.
A registration of a significant amount
of our outstanding restricted stock may have a negative effect on the trading price of our stock.
At August 15, 2019,
shareholders of the Company held 26.115,499 shares of restricted stock, or approximately 34% of the outstanding Common Stock. If
we were to file a registration statement including all of these shares, and the registration is allowed by the SEC, these shares
would be freely tradable upon the effectiveness of the planned registration statement. If investors holding a significant number
of freely tradable shares decide to sell them in a short period of time following the effectiveness of a registration statement,
such sales could contribute to significant downward pressure on the price of our stock.
We do not intend to pay any cash
dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases
in the fair market value and trading price of the capital stock.
We have not paid any
cash dividends on our Common Stock and do not intend to pay cash dividends on our Common Stock in the foreseeable future. We intend
to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which
we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future
will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations,
capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment
in our capital stock must come from increases in the fair market value and trading price of the capital stock.
We may issue additional equity shares
to fund the Company’s operational requirements, which would dilute share ownership.
The Company’s
continued viability depends on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead
to cost increases. Management may also determine that it is in the best interest of the Company to develop new services or products.
In any such case additional financing is required for the Company to meet its operational requirements. There can be no assurances
that the Company will be able to obtain such financing on terms acceptable to the Company and at times required by the Company,
if at all. In such event, the Company may be required to materially alter its business plan or curtail all or a part of its operational
plans as detailed further in Management’s Discussion and Analysis in this prospectus. The sale or the proposed sale of substantial
amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price
may decline substantially. In the event that the Company is unable to raise or borrow additional funds, the Company may be required
to curtail significantly its operational plans as further detailed in Requirements for Additional Capital in the Management’s
Discussion and Analysis of this prospectus.
The Company is authorized
to issue up to 150,000,000 shares of common stock without additional approval by shareholders. As of August 15, 2019, we had 76,898,295
shares of common stock outstanding, 7,963,113 warrants convertible to 7,963,113 shares of common stock and 5,114,044 shares of
Series A preferred stock convertible into 17,899,154 shares of common stock only in the event of a change in control.
Large amounts of our common stock
will be eligible for resale under Rule 144.
As of August 15, 2019,
26,115,499 of 76,898,295 issued and outstanding shares of the Company’s common stock were restricted securities as defined
under Rule 144 of the Securities Act of 1933, as amended (the “Act”) and under certain circumstances may be resold
without registration pursuant to Rule 144. In addition the 5,114,044 shares of Series A Preferred Stock are restricted and convertible
into 17,899,154 shares of common stock only in the event of a Change of Control of the Company.
Approximately 5,856,410
shares of our restricted shares of common stock are held by non-affiliates who may avail themselves of the public information
requirements and sell their shares in accordance with Rule 144. As a result, some or all of these shares may be sold in accordance
with Rule 144 potentially causing the price of the Company’s shares to decline.
In general, under Rule
144, a person (or persons whose shares are aggregated) who has satisfied a six month holding period may, under certain circumstances,
sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares
of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate, as such
term is defined in Rule 144(a)(1), of the Company and who has satisfied a one-year holding period. Any substantial sale of the
Company’s common stock pursuant to Rule 144 may have an adverse effect on the market price of the Company’s shares.
This filing will satisfy certain public information requirements necessary for such shares to be sold under Rule 144.
The requirements of complying with
the Sarbanes-Oxley act may strain our resources and distract management.
We are subject to the
reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act of 2002. The costs associated with these requirements may
place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with
respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls
and procedures and internal controls over financial reporting. Historically, we have maintained a small accounting staff, but in
order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting,
significant additional resources and management oversight will be required. This includes, among other things, activities necessary
for supporting our independent public auditors. This effort may divert management’s attention from other business concerns,
which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition,
we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting
knowledge, and we cannot assure you that we will be able to do so in a timely fashion.
Sales of additional equity securities
may adversely affect the market price of our common stock and your rights in the Company may be reduced.
We expect to continue
to incur drug development and selling, general and administrative costs, and in order to satisfy our funding requirements, we may
need to sell additional equity securities. Our stockholders may experience substantial dilution and a reduction in the price that
they are able to obtain upon sale of their shares. Also, any new securities issued may have greater rights, preferences or privileges
than our existing common stock that may adversely affect the market price of our common stock and our stock price may decline substantially.