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Related Party Transactions

3 Months Ended

Sep. 30, 2025

Related Party Transactions

Related Party Transactions

Note 4 - Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

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​	​	​
Related Parties		Relationship
Dr. Anil Diwan	​	Chairman, President, CEO, significant stockholder through his ownership of TheraCour, and Director
​	​	​
TheraCour Pharma, Inc. (“TheraCour”)	​	An entity owned and controlled by Dr. Anil Diwan
​	​	​
Karveer Meditech Private Limited (“KMPL”)	​	An entity where Dr. Anil Diwan is a passive investor and advisor without operating control

​

​	​	​	​	​	​	​
​	​	For the three months ended
​		September 30,			September 30,
​	​	2025		​	2024
Property and Equipment		​	​	​	​	​
​	​	​	​	​	​	​
During the reporting period, TheraCour acquired property and equipment on behalf of the Company from third party vendors and transferred such property and equipment, at cost to the Company	​	$	6,250	​	$	46,765

​

​	​	​	​	​	​	​
​	​	As of
​	​	September 30,		​	June 30,
​		2025			2025
Accounts Payable – Related Party-Theracour	​	​	​	​	​	​
​	​	​	​	​	​	​
Pursuant to an Exclusive License Agreement entered into 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 it was 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. On February 12, 2024, TheraCour and the Company agreed to suspend the license requirement for a two month advance until the Company raises sufficient capital, therefore there was no advance offset of the accounts payable due TheraCour at September 30, 2025 and at June 30, 2025.	​	$	663,776	​	$	584,089
​	​	​	​	​	​	​
Accounts Payable- Related Party-KMPL		​	​		​	​
​	​	​	​	​	​	​
KMPL has retained a local clinical research organization (CRO) to conduct the clinical trials. The Phase1 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. Accounts payable to KMPL at September 30, 2025 and June 30, 2025 were:	​	$	237,367	​	$	237,367

​

​

​	​	​	​	​	​	​
​	​	For the three months ended
​	​	September 30,		​	September 30,
​		2025			2024
Research and Development Costs Related Party	​	​	​	​	​	​
​	​	​	​	​	​	​
Development fees and other costs charged by 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 September 30, 2025 and September 30, 2024.	​	$	539,522	​	$	644,527

​

​	​	​	​	​	​	​
​		As of
​	​	September 30,			June 30,
​		2025			2025
Clinical Trial Costs Accrued - Related Party	​	​	​	​	​	​
​	​	​	​	​	​	​
Clinical trial related and other costs were accrued by Company pursuant to the license agreement between the Company and KMPL for the clinical trial related costs that have been incurred but not yet invoiced to the Company for Phase 1a/1b clinical trials in India. The amount has been recorded within accrued expenses in the accompanying balance sheet	​	$	—	​	$	9,932

​

License Milestone Fee – Related Party

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

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, 2024. Amounts drawn down under the Line of Credit shall bear interest at a fixed rate of 12%. Advancements under the Line of Credit will be collateralized by an Open End Mortgage Deed on the Company’s real property at 1 Controls Drive, Shelton, Connecticut and a Chattel Mortgage (U.C.C – 1 filing) against the Company’s equipment and fixtures. Any draw down under the Line of Credit requires the approval of the Company’s Board of Directors. On February 12, 2024 the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil R. Diwan, signed an Extension Agreement which extended the maturity of the Company’s Line of Credit from December 31, 2024 to December 31, 2025.

On September 23, 2024 and becoming effective as of September 20, 2024, the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil R. Diwan, signed an Amendment Agreement which increased the available line of credit from $2,000,000 to $3,000,000, and extended the maturity of the Company’s Line of Credit from December 31, 2025 to March 31, 2026. On July 1, 2025, the Company, pursuant to Article 2.5 of the Company’s Line of Credit Agreement with Dr. Anil R. Diwan, signed an Extension Agreement which extended the maturity of the Company’s Line of Credit from March 31, 2026 to March 31, 2027.

There were no other amendments to the original Line of Credit. The Company has not drawn against the Line of Credit facility as of September 30, 2025.

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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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