Virios Therapeutics Files 10-K/A Amendment

TL;DR

<b>Virios Therapeutics filed a 10-K/A amendment detailing its 2023 fiscal year and equity incentive plan activity.</b>

AI Summary

Virios Therapeutics, Inc. (DWTX) filed a Amended Annual Report (10-K/A) with the SEC on March 8, 2024. Virios Therapeutics, Inc. filed a 10-K/A amendment on March 8, 2024, for the fiscal year ending December 31, 2023. The company's former name was Virios Therapeutics, LLC, with a name change date of July 21, 2020. The filing includes data related to the Equity Incentive Plan 2020, with activity noted in 2021, 2022, and 2023. Subsequent events include employee and director stock options granted on February 26, 2024. The company is incorporated in Delaware and headquartered in Alpharetta, GA.

Why It Matters

For investors and stakeholders tracking Virios Therapeutics, Inc., this filing contains several important signals. This amended filing provides updated financial and operational information for the fiscal year 2023, crucial for investors to assess the company's current standing. The inclusion of subsequent events, such as stock option grants, offers insight into management's compensation and retention strategies.

Risk Assessment

Risk Level: — Virios Therapeutics, Inc. shows moderate risk based on this filing. The company is in the pharmaceutical preparations industry and its financial health and future prospects are subject to the inherent risks of drug development and regulatory approval, which are not detailed in this specific filing excerpt.

Analyst Insight

Monitor future filings for detailed financial performance and updates on drug development pipeline progress.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-08 — Filing Date (Date the filing was made)
• 2020-07-21 — Name Change Date (Date Virios Therapeutics, LLC became Virios Therapeutics, Inc.)
• 2024-02-26 — Stock Option Grant Date (Subsequent event date for employee and director stock options)

Key Players & Entities

• Virios Therapeutics, Inc. (company) — Filer name
• Virios Therapeutics, LLC (company) — Former company name
• Alpharetta, GA (location) — Business address city and state
• Delaware (location) — State of incorporation
• 2023-12-31 (date) — Fiscal year end
• 2024-03-08 (date) — Filing date

FAQ

Industry Context

Virios Therapeutics operates in the pharmaceutical preparations industry, focusing on the development of novel treatments.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose material information.

What Investors Should Do

1. Review the full 10-K/A filing for detailed financial statements and management discussion.
2. Track future SEC filings for updates on clinical trials and regulatory milestones.
3. Analyze the impact of the Equity Incentive Plan 2020 on share dilution and executive compensation.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K/A filing.
• 2024-03-08: Filing Date — Date the amended 10-K filing was submitted to the SEC.
• 2020-07-21: Company Name Change — Date the company transitioned from LLC to Inc.
• 2024-02-26: Subsequent Event - Stock Options — Date of employee and director stock option grants.

Year-Over-Year Comparison

This is an amended 10-K filing (10-K/A), indicating updates or corrections to a previously submitted annual report.

Key Financial Figures

• $0.0001 — ) On Which Registered Common Stock, $0.0001 Par Value per Share VIRI Nasdaq Cap

Filing Documents

• tmb-20231231x10ka.htm (10-K/A) — 1313KB
• tmb-20231231xex31d3.htm (EX-31.3) — 15KB
• tmb-20231231xex31d4.htm (EX-31.4) — 14KB
• tmb-20231231xex32d1.htm (EX-32.1) — 10KB
• tmb-20231231x10ka001.jpg (GRAPHIC) — 87KB
• tmb-20231231x10ka002.jpg (GRAPHIC) — 34KB
• tmb-20231231x10ka003.jpg (GRAPHIC) — 11KB
• tmb-20231231x10ka004.jpg (GRAPHIC) — 27KB
• 0001558370-24-002828.txt (&nbsp;) — 5268KB
• tmb-20231231.xsd (EX-101.SCH) — 34KB
• tmb-20231231_cal.xml (EX-101.CAL) — 32KB
• tmb-20231231_def.xml (EX-101.DEF) — 137KB
• tmb-20231231_lab.xml (EX-101.LAB) — 328KB
• tmb-20231231_pre.xml (EX-101.PRE) — 253KB
• tmb-20231231x10ka_htm.xml (XML) — 542KB

Business

Item 1. Business 7

Risk Factors

Item 1A. Risk Factors 30

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 70

Cybersecurity

Item 1C. Cybersecurity 70

Properties

Item 2. Properties 71

Legal Proceedings

Item 3. Legal Proceedings 71

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 71 PART II

Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71

Selected Financial Data

Item 6. Selected Financial Data 73

Management ' s Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management ' s Discussion and Analysis of Financial Condition and Results of Operations 74

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 82

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 83

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 100

Controls and Procedures

Item 9A. Controls and Procedures 100

Other Information

Item 9B. Other Information 101 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 101

Executive Compensation

Item 11. Executive Compensation 101

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 101

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 101 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 101

Form 10 K Summary

Item 16. Form 10 K Summary 103 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains forward-looking statements. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described under the sections in this Annual Report on Form 10-K titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in

Business

Item 1. Business Our Company We were incorporated under the laws of the State of Delaware on December 16, 2020 through a corporate conversion just prior to the Company's initial public offering ("IPO"). The Company was originally formed on February 28, 2012 as a limited liability company under the laws of the State of Alabama as Innovative Med Concepts, LLC. On July 23, 2020, the Company changed its name from Innovative Med Concepts, LLC to Virios Therapeutics, LLC. We are a development-stage biotechnology company focused on advancing novel antiviral therapies to treat diseases associated with a viral triggered abnormal immune response such as fibromyalgia ("FM") and Long-COVID ("LC"). Overactive immune response related to activation of tissue resident herpesvirus has been postulated to be a potential root cause of chronic illnesses such as FM, irritable bowel disease ("IBS"), LC, chronic fatigue syndrome and other functional somatic syndromes, all of which are characterized by a waxing and waning manifestation of disease, often triggered by events which compromise the immune system. While not completely understood, there is general agreement in the medical community that activation of the herpesvirus is triggered by some form of environmental and/or health stressor. Our lead product candidates, IMC-1 and IMC-2, are novel, proprietary, fixed dose combinations of anti-herpes antivirals and celecoxib. IMC-1 is a novel combination of famciclovir and celecoxib intended to synergistically suppress herpesvirus activation and replication, with the end goal of reducing viral mediated disease burden. IMC-2 is a combination of valacyclovir and celecoxib that, like IMC-1, is intended to synergistically suppress herpesvirus activation and replication with a more specific activity against the Epstein-Barr virus (herpesvirus HHV-4). IMC-1 and IMC-2 combine two specific mechanisms of action purposely designed to inhibit herpesvirus activation and replication, thereby keeping t

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