Related Party Transactions |
Note 4 - Related Party Transactions Related Parties Related parties with whom the Company had transactions are: | | | Related Parties | | Relationship | Dr. Anil R. Diwan | | Chairman, President, CEO, significant stockholder through TheraCour, and Director | | | | TheraCour Pharma, Inc. (“TheraCour”) | | An entity owned and controlled by Dr. Anil R. Diwan | | | | Karveer Meditech, Pvt., Ltd (“KMPL”) | | An entity of which Dr. Anil R. Diwan is a passive investor and advisor without operating control. |
| | | | | | | | | | | | | | | For the three months ended | | For the six months ended | | | December 31, | | December 31, | | December 31, | | December 31, | | | 2023 | | 2022 | | 2023 | | 2022 | Property and Equipment | | | | | | | | | | | | | | | | | | | | | | | | | | During the reporting period, TheraCour acquired property and equipment on behalf of the Company from third party vendors and sold such property and equipment, at cost, to the Company | | $ | 5,474 | | $ | 3,493 | | $ | 13,765 | | $ | 29,369 |
| | | | | | | | | As of | | | December 31, | | June 30, | | | 2023 | | 2023 | Account Payable – Related Party-TheraCour | | | | | | | | | | | | | | Pursuant to an Exclusive License Agreement with TheraCour, the Company was granted exclusive licenses for technologies developed by TheraCour for the virus types: HIV, HCV, Herpes, Asian (bird) flu, Influenza and rabies. On November 1, 2019, the Company entered into the VZV Licensing Agreement with TheraCour. In consideration for obtaining these exclusive licenses, the Company agreed: (1) that TheraCour can charge its costs (direct and indirect) plus no more than 30% of certain direct costs as a development fee and such development fees shall be due and payable in periodic installments as billed, (2) the Company will pay $2,000 or actual costs each month, whichever is higher for other general and administrative expenses incurred by TheraCour on the Company’s behalf, (3) to make royalty payments of 15% (calculated as a percentage of net sales of the licensed drugs) to TheraCour and; (4) to pay an advance payment equal to twice the amount of the previous months invoice to be applied as a prepayment towards expenses. Accounts payable due TheraCour at December 31, 2023 and June 30, 2023 were $831,227 and $733,434, respectively, which were each offset by a two month advance of $500,000. | | $ | 331,227 | | $ | 233,434 |
| | | | | | | | | December 31, | | June 30, | | | 2023 | | 2023 | Accounts Payable- Related Party-KMPL | | | | | | | | | | | | | | The Company has out-licensed NV-CoV-2 and NV-CoV-2-R for further clinical drug development and commercialization in the territory of India to KMPL, a company of which Dr. Anil Diwan is a passive investor and advisor. KMPL sponsored NV-CoV-2 for human clinical trials and obtained regulatory approvals in India. KMPL has retained a local clinical research organization (CRO) to conduct the clinical trials. The Phase1a/1b human clinical trial of NV-CoV-2 began in India on June 17, 2023. Under the agreement with KMPL, the Company agreed to pay for the expenses of the clinical trials, and in return will benefit from having the data and reports made available for regulatory filings in other territories of the world. Upon commercialization, the Company will receive royalties from KMPL equal to 70% of sales to unaffiliated third parties. Accounts payable to KMPL at December 31, 2023 and June 30, 2023 were: | | $ | 172,812 | | $ | — |
| | | | | | | | | | | | | | | For the three months ended | | For the six months ended | | | December 31, | | December 31, | | December 31, | | December 31, | | | 2023 | | 2022 | | 2023 | | 2022 | Research and Development Costs Related Party | | | | | | | | | | | | | | | | | | | | | | | | | | Development fees and other costs charged by to TheraCour pursuant to the license agreements between TheraCour and the Company for the development of the Company’s drug pipeline. No royalties are due TheraCour from the Company at December 31, 2023 and June 30, 2023 | | $ | 682,258 | | $ | 633,247 | | $ | 1,321,335 | | $ | 1,245,958 |
| | | | | | | | | | | | | | | For the three months ended | | For the six months ended | | | December 31, | | December 31, | | December 31, | | December 31, | | | 2023 | | 2022 | | 2023 | | 2022 | Clinical Trial Costs - Related Party | | | | | | | | | | | | | | | | | | | | | | | | | | Clinical trial related and other costs charged by KMPL pursuant to the license between KMPL and the Company were approximately $150,000 and $365,000 for the three and six months ended December 31, 2023. As of December 31, 2023 and June 30, 2023 approximately $150,000 and $100,000 of such costs were accrued by the Company pursuant to the license agreement between the Company and KMPL. The amounts has been recorded within accrued expenses in the accompanying condensed balance sheets. | | $ | 150,000 | | $ | — | | $ | 365,000 | | $ | — |
License Milestone Fee – Related Party On September 9, 2021, the Company entered into a COVID-19 License Agreement with TheraCour to use, promote, offer for sale, import, export, sell and distribute drugs that treat COVID-19 infections, using TheraCour’s proprietary as well as patented technology and intellectual property. Pursuant to such license agreement, the Board of Directors authorized the issuance of 100,000 fully vested shares of the Company’s Series A preferred stock as a license milestone payment and recorded an expense to research and development of $935,088 for the year ended June 30, 2022. On April 20, 2023, the Company was notified that the Company’s licensee, KMPL was authorized to enter into Phase 1a/1b clinical trials of its COVID, NV-CoV-2 Oral Syrup and its NV-CoV-2 Oral Gummies after satisfying the conditions of a conditional authorization received on or about January 27, 2023. Pursuant to the COVID-19 License Agreement a milestone payment of 50,000 fully vested shares of the Company’s Series A preferred stock was issued as a license milestone payment and recorded as an expense to research and development of approximately $157,000 for the year ended June 30, 2023 representing the fair value of the shares on the date of grant. On June 19, 2023, the Company was notified that the Company’s licensee, KMPL had commenced volunteer recruitments for Phase 1a/1b clinical trials of the NV-CoV-2 Oral Syrup and NV-CoV-2 Oral Gummies. Pursuant to the COVID-19 License Agreement a milestone payment of $1,500,000 became due 5 days thereafter and was recorded as a non-current liability and research and development expense. On July 19, 2023, the Company entered into an agreement with TheraCour, to accept the Company’s unsecured convertible promissory note (the “Note”) in payment of the milestone award. The Note accrues simple interest at the rate of 12% per annum and is due and payable on January 19, 2025, the maturity date. The principal of the Note is convertible, at TheraCour’s option, into 331,859 shares of the Company’s Series A preferred stock, par value $0.00001 at the conversion price, specified as the fair value of the Series A shares on July 19, 2023 in the terms and conditions contained within the promissory Note. On October 27, 2023 TheraCour exercised its right to convert the principal of the July 19, 2023 Note into 331,859 shares of the Company’s Series A preferred stock. Furthermore, TheraCour cancelled all of the accrued interest on the Note totaling approximately $50,000 which has been reported as a capital transaction credit to additional paid in capital on the accompanying condensed statements of changes in stockholder’s equity. Total interest incurred under the Note for the three and six months ended December 31, 2023 was $13,000 and $50,000, respectively. Line of Credit - Related Party On November 13, 2023, the Company’s President and CEO, Dr. Anil R. Diwan, entered into a Line of Credit Agreement whereby Dr. Diwan agreed to provide a standby Line of Credit to the Company in the maximum amount of $2,000,000. All amounts outstanding under the Line of Credit, including principal, accrued interest and other fees and charges, will be due and payable on December 31, 2025. Amounts drawn down under the Line of Credit shall bear interest at a fixed rate of 12%. Advancements under the Line of Credit are collateralized by an Open End Mortgage Deed on the Company’s real property at 1 Controls Drive, Shelton, Connecticut and a Chattel Mortgage (U.C.C - 1 filing) against the Company’s equipment and fixtures. Any draw down under the Line of Credit requires the approval of the Company’s Board of Directors. The Company has not drawn against the facility as of December 31, 2023.
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