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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Virios Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan, as amended. Exhibit 10.1 DOGWOOD Therapeutics, Inc. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN The purpose of the Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) is to provide (i) designated employees of Dogwood Therapeutics, Inc. (the “Company”) and its parents and subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its pare |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 13, 2025 |
Exhibit 99.1 Dogwood Therapeutics Reports Second Quarter 2025 Financial Results - Enrollment to-date of 52 patients in the ongoing Halneuron® Phase 2b Trial - - Halneuron® Chemotherapy-Induced Neuropathic Pain (“CINP”) Phase 2b study interim data readout remains on track for Q4 2025 - - Low discontinuation rate (5.8%) due to adverse events in the first 38 patients completing the trial suggests Hal |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 26, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) Dogwood Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOGWOOD THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-4314201 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 44 Milton Avenue, Alpharetta, GA 30009 (Address of Principal |
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| June 24, 2025 |
Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan, as amended. Exhibit 10.1 DOGWOOD Therapeutics, Inc. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN The purpose of the Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”) is to provide (i) designated employees of Dogwood Therapeutics, Inc. (the “Company”) and its parents and subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its pare |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 29, 2025 |
DOGWOOD THERAPEUTICS, INC. 44 Milton Avenue Alpharetta, GA 30009 May 29, 2025 DOGWOOD THERAPEUTICS, INC. 44 Milton Avenue Alpharetta, GA 30009 May 29, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Dogwood Therapeutics, Inc. File No. 333-287575 Registration Statement on Form S-3 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, or the Act, Dogwood Therapeutics, Inc., or |
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| May 23, 2025 |
Exhibit 4.6 DOGWOOD THERAPEUTICS, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Senior Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certifica |
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| May 23, 2025 |
EXHIBIT 107 FORM S-3 (Form Type) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOGWOOD THERAPEUTICS, INC. |
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| May 23, 2025 |
Exhibit 4.7 DOGWOOD THERAPEUTICS, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Cer |
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| May 23, 2025 |
As filed with the Securities and Exchange Commission on May 23, 2025 As filed with the Securities and Exchange Commission on May 23, 2025 Registration No. |
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| May 9, 2025 |
Exhibit 3.2 CERTIFICATE OF VALIDATION OF DOGWOOD THERAPEUTICS, INC. Pursuant to Section 204 of the General Corporation Law of the State of Delaware Dogwood Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies as follows: 1. The defective corporate act that is the subject of this Certificate of Validation is the issuance of |
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| May 9, 2025 |
Exhibit 99.1 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF DOGWOOD THERAPEUTICS, INC. The undersigned, being all members of the Board of Directors (the “Board”) of Dogwood Therapeutics, Inc., a Delaware corporation (the “Corporation”), acting by written consent in lieu of a special meeting, pursuant to Section 141(f) of the Delaware General Corporation Law (“DGCL”), as amended, permitting |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 8, 2025 |
Exhibit 99.1 Dogwood Therapeutics Announces First Quarter 2025 Financial Results - Dogwood Therapeutics, Inc. commenced dosing of patients in the Halneuron® Chemotherapy Induced Neuropathic Pain Phase 2b Study - - Halneuron® Chemotherapy Induced Neuropathic Pain Phase 2b study interim data readout is expected in Q4 2025 - - Cash on hand of $17.5M provides operational runway through Q1 2026 - ATLAN |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 3, 2025 |
Dogwood Therapeutics, Inc. Regains Nasdaq Compliance Exhibit 99.1 Dogwood Therapeutics, Inc. Regains Nasdaq Compliance ATLANTA, Ga., April 3, 2025 - Dogwood Therapeutics, Inc. (Nasdaq: DWTX) (the “Company”), a development-stage biopharmaceutical company focused on developing new medicines to treat pain and fatigue-related disorders today announced it believes it has regained compliance with the minimum stockholders’ equity requirement as set forth i |
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| April 3, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 31, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| March 31, 2025 |
Dogwood Therapeutics, Inc. Insider Trading Policy Exhibit 19.1 DOGWOOD THERAPEUTICS, INC. INSIDER TRADING POLICY This Insider Trading Policy is designed to help persons understand the federal securities laws relating to insider trading and describes certain prohibited transactions in securities of Dogwood Therapeutics, Inc. (the “Company”) and, in certain cases, the securities of other companies. It also provides general guidelines with respect t |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39811 DOGWOOD THERAPEUTICS, INC. (Exact name of registrant as spe |
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| March 31, 2025 |
Exhibit 99.1 Dogwood Therapeutics Announces Fourth Quarter and Full Year 2024 Financial Results -Dogwood Therapeutics, Inc. commenced dosing of patients in the Halneuron® Chemotherapy Induced Neuropathic Pain (“CINP”) Phase 2b Trial - - Halneuron® CINP P2b study interim data readout is expected in Q4 2025 - - Conversion of existing $19.5M in debt to equity, strengthens balance sheet moving forwa |
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| March 31, 2025 |
Dogwood Therapeutics, Inc. Subsidiaries Exhibit 21.1 Dogwood Therapeutics, Inc. Subsidiaries Subsidiary Jurisdiction IWT Bio Inc. Canada Pharmagesic (Holdings) Inc. Canada Wex Medical Corporation Canada Wex Medical Limited Hong Kong Wex Pharmaceuticals Inc. Canada |
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| March 14, 2025 |
Dogwood Therapeutics, Inc. 578,950 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-263700 PROSPECTUS SUPPLEMENT (To Prospectus dated April 28, 2022) Dogwood Therapeutics, Inc. 578,950 Shares of Common Stock We are offering 578,950 shares of our common stock, par value $0.0001 per share (the “Shares”) directly to investors pursuant to this prospectus supplement and the accompanying prospectus and a stock purchase agreement wit |
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| March 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| March 14, 2025 |
Form of Stock Purchase Agreement. Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of March 12, 2025, between Dogwood Therapeutics, Inc. (formerly known as Virios Therapeutics, Inc.), a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHERE |
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| March 14, 2025 |
Exhibit 99.1 Dogwood Therapeutics, Inc. Announces Pricing of $4.8 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules Proceeds from today’s financing, when added to existing cash, fund operations through Q1 2026 The Company is planning to announce interim data from its ongoing Halneuron® Phase 2b chemotherapy induced neuropathic pain (“CINP”) trial in Q4 2025 |
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| March 12, 2025 |
Exhibit 10.1 DEBT EXCHANGE AND CANCELLATION AGREEMENT THIS DEBT EXCHANGE AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2025 by and between Dogwood Therapeutics, Inc. (f/k/a Virios Therapeutics, Inc.), a Delaware corporation (the “Company”), and Conjoint Inc., a Delaware corporation (“Lender”). RECITALS A.The Company and Lender entered into that certain Loan |
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| March 12, 2025 |
Exhibit 99.1 Dogwood Therapeutics, Inc. Announces Conversion of Existing $19.5M in Debt to Equity, Strengthening Balance Sheet Moving Forward Largest shareholder, CK Life Sciences Int’l., (Holdings) Inc. agrees to conversion of debt into equity, removing all existing debt from Dogwood’s balance sheet ATLANTA, Ga., March 12, 2025 - Dogwood Therapeutics, Inc. (Nasdaq: DWTX) (“Dogwood” or the “Compan |
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| March 12, 2025 |
Exhibit 10.3 Dogwood therapeutics, inc. FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of March 6, 2025 (the “Effective Date”), is made by and between Dogwood Therapeutics, Inc., a Delaware corporation (“Dogwood”) and [] (“Individual”). WHEREAS, as of the Effective Date, Individual beneficially owns (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2025 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| March 12, 2025 |
Exhibit 3.1 DOGWOOD THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Dogwood Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly a |
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| March 12, 2025 |
Exhibit 10.2 JOINDER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Joinder and Amendment No. 1 (this “Joinder and Amendment”) to the Registration Rights Agreement, dated as of October 7, 2024, by and between Dogwood Therapeutics, Inc. (f/k/a Virios Therapeutics, Inc.), a Delaware corporation (“Company”), and Sealbond Limited, a British Virgin Islands corporation (“Sealbond”) (such agre |
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| December 18, 2024 |
Exhibit 99.1 Pharmagesic (Holdings) Inc. Audited Financial Statements As of and for the years ended December 31, 2023 and 2022 PHARMAGESIC (HOLDINGS) INC. TABLE OF CONTENTS Page(s) Independent Auditor's Report 1 Financial Statements Consolidated Balance Sheets as of December 31, 2023 and 2022 2 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2 |
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| December 18, 2024 |
Exhibit 99.2 Pharmagesic (Holdings) Inc. Unaudited Interim Financial Statements As of and for the nine months ended September 30, 2024 and 2023 PHARMAGESIC (HOLDINGS) INC. TABLE OF CONTENTS Page(s) Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 1 Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the |
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| December 18, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2024 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commissio |
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| December 18, 2024 |
DOGWOOD THERAPEUTICS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 DOGWOOD THERAPEUTICS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statement of operations based upon the combined historical financial statements of Virios Therapeutics, Inc. (“Virio |
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| November 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commissio |
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| November 8, 2024 |
Exhibit 10.3 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is entered into by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Broadridge Corporation Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein). RECITALS WHEREAS, the Company and Seal |
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| November 8, 2024 |
Exhibit 10.6 FORM OF REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”), dated as of [●] (the “Effective Date”), is made and entered into by and among SEALBOND LIMITED, a British Virgin Islands corporation (“Optionee”) and VIRIOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascr |
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| November 8, 2024 |
Exhibit 10.5 FORM OF LOCK-UP AGREEMENT October 7, 2024 Virios Therapeutics, Inc. Re:Share Exchange Agreement, dated as of October 7, 2024 (the “Exchange Agreement”), by and between Virios Therapeutics, Inc. (the “Company”) and Sealbond Limited (“Seller”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 8, 2024 |
Exhibit 10.4 FORM OF PURCHASER STOCKHOLDER SUPPORT AGREEMENT VIRIOS therapeutics, inc. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 7, 2024 (the “Effective Date”), is made by and between Virios Therapeutics, Inc., a Delaware corporation (“Purchaser”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Purchaser. WHEREAS, Purc |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 7, 2024 |
Exhibit 99.1 Dogwood Therapeutics Announces Third Quarter 2024 Financial Results - Dogwood Therapeutics, Inc. (Nasdaq: “DWTX”) formed in October by combination of Virios Therapeutics, Inc. and Pharmagesic (Holdings) Inc., 100% parent company of Wex Pharmaceuticals, Inc. (the “Combination”) - - Expanded pipeline with multiple programs in large markets with high unmet need - - Strategic financing re |
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| October 30, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 DOGWOOD THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| October 30, 2024 |
Dogwood Therapeutics Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Dogwood Therapeutics Regains Compliance with Nasdaq Minimum Bid Price Requirement ATLANTA, Ga., October 30, 2024 - Dogwood Therapeutics, Inc. (Nasdaq: DWTX) (the “Company”), formerly Virios Therapeutics, Inc., a clinical‐stage biopharmaceutical company, announced today that it has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Ma |
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| October 15, 2024 |
DWTX / Dogwood Therapeutics, Inc. / Sealbond Ltd - SC 13D Activist Investment SC 13D 1 tm2426185d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) DOGWOOD THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92829J 203 (CUSIP Number) Cindy Chiu CK Life Sciences Int’l., (Holdings) Inc. 7th Floor, Cheung Kong Center 2 Qu |
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| October 15, 2024 |
Joint Filing Agreement (filed herewith). EX-99.5 2 tm2426185d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange |
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| October 7, 2024 |
Exhibit 3.1 Execution Version VIRIOS therapeutics, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Virios Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolut |
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| October 7, 2024 |
Presentation, dated October 7, 2024 (furnished herewith). Exhibit 99.2 Virios Therapeutics, Inc. and Wex Pharmaceuticals, Inc. Announce Business Combination to Form Dogwood Therapeutics, Inc. (Nasdaq: “DWTX”) October 7, 2024 The renaming of Virios Therapeutics, Inc. to Dogwood Therapeutics, Inc. is effective on October 9, 2024. The information in this presentation was prepared on the basis that the name change is effected on that date. Forward-Looking St |
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| October 7, 2024 |
Investor FAQ, dated October 7, 2024 (furnished herewith). Exhibit 99.3 DOGWOOD THERAPEUTICS FAQ (10/7/24) What was announced? ● Virios Therapeutics, Inc. (“Virios”) and Sealbond Limited (“Sealbond”), an indirect parent of Wex Pharmaceuticals, Inc. (“Wex”), have entered into a definitive share exchange agreement pursuant to which the companies will combine in an all-stock transaction (the “Combination”). ● The combined company’s new name will be Dogwood T |
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| October 7, 2024 |
Exhibit 10.3 October 7, 2024 CK Life Sciences Int’l., (Holdings) Inc. 2 Dai Fu Street, Tai Po Industrial Estate New Territories, Hong Kong Attention: Alan Yu, Deputy Chairman Dear Alan: In connection with the Share Exchange Agreement relating to Pharmagesic (Holdings) Inc., a Canadian corporation, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limite |
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| October 7, 2024 |
Press Release of Virios Therapeutics, Inc., dated October 7, 2024 (furnished herewith). Exhibit 99.1 Virios Therapeutics, Inc. and Wex Pharmaceuticals, Inc. Announce Business Combination to Form Dogwood Therapeutics, Inc. (Nasdaq: “DWTX”) ● Strategic financing by an affiliate of CK Life Sciences Int’l., (Holdings) Inc., results in working capital of approximately $23 million to fund operations and advance Phase 2b Halneuron® development into 4Q25 ● Expanded pipeline includes a potent |
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| October 7, 2024 |
Exhibit 10.1 Execution Version FORM OF LOAN AGREEMENT between VIRIOS THERAPEUTICS, INC., as Borrower and CONJOINT INC., as Lender Dated as of October 7, 2024 LOAN AGREEMENT THIS LOAN AGREEMENT (as amended or supplemented from time to time, together with any exhibits, schedules or other attachments hereto, this “Agreement”) is entered into as of October 7, 2024 between Virios Therapeutics, Inc., a |
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| October 7, 2024 |
Amended and Restated By-laws of Dogwood Therapeutics, Inc., dated October 7, 2024. Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF DOGWOOD THERAPEUTICS, INC. (a Delaware corporation) Effective as of October 7, 2024 TABLE OF CONTENTS Page Article 1 OFFICES Section 1.1Registered Office.1 Section 1.2Other Offices.1 Article 2 CORPORATE SEAL Section 2.1Corporate Seal1 Article 3 STOCKHOLDERS’ MEETINGS Section 3.1Place of Meetings1 Section 3.2Annual Meetings1 Section 3.3Special Meetin |
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| October 7, 2024 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of October 7, 2024, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (“Sealbond”). This Agreement is made in connection with the Share Exchange Agreement, dated as of October 7, 202 |
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| October 7, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Virios Therapeutics, INC. The undersigned, being a duly authorized officer of Virios Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows: 1.The name of the Corporation is Virios Therapeutics, Inc. 2.The Certificate of Incorporation of the Corporation is hereby amended by striking out |
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| October 7, 2024 |
Exhibit 99.3 DOGWOOD THERAPEUTICS FAQ (10/7/24) What was announced? ● Virios Therapeutics, Inc. (“Virios”) and Sealbond Limited (“Sealbond”), an indirect parent of Wex Pharmaceuticals, Inc. (“Wex”), have entered into a definitive share exchange agreement pursuant to which the companies will combine in an all-stock transaction (the “Combination”). ● The combined company’s new name will be Dogwood T |
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| October 7, 2024 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of October 7, 2024, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limited, a British Virgin Islands corporation (“Sealbond”). This Agreement is made in connection with the Share Exchange Agreement, dated as of October 7, 202 |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| October 7, 2024 |
Amended and Restated By-laws of Dogwood Therapeutics, Inc., dated October 7, 2024. Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF DOGWOOD THERAPEUTICS, INC. (a Delaware corporation) Effective as of October 7, 2024 TABLE OF CONTENTS Page Article 1 OFFICES Section 1.1Registered Office.1 Section 1.2Other Offices.1 Article 2 CORPORATE SEAL Section 2.1Corporate Seal1 Article 3 STOCKHOLDERS’ MEETINGS Section 3.1Place of Meetings1 Section 3.2Annual Meetings1 Section 3.3Special Meetin |
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| October 7, 2024 |
Exhibit 99.1 Virios Therapeutics, Inc. and Wex Pharmaceuticals, Inc. Announce Business Combination to Form Dogwood Therapeutics, Inc. (Nasdaq: “DWTX”) ● Strategic financing by an affiliate of CK Life Sciences Int’l., (Holdings) Inc., results in working capital of approximately $23 million to fund operations and advance Phase 2b Halneuron® development into 4Q25 ● Expanded pipeline includes a potent |
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| October 7, 2024 |
Exhibit 2.1 Execution Version SHARE EXCHANGE AGREEMENT relating to PHARMAGESIC (HOLDINGS) INC., a Canadian corporation by and between VIRIOS Therapeutics, Inc., a Delaware corporation and SEALBOND LIMITED, a British Virgin Islands corporation dated as of October 7, 2024 Table of Contents Page SECTION 1. DESCRIPTION OF TRANSACTION 2 1.1 Sale and Purchase of Shares 2 1.2 Closing Consideration 2 1.3 |
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| October 7, 2024 |
Loan Agreement, dated October 7, 2024, by and between Virios Therapeutics, Inc. and Conjoint, Inc. Exhibit 10.1 Execution Version FORM OF LOAN AGREEMENT between VIRIOS THERAPEUTICS, INC., as Borrower and CONJOINT INC., as Lender Dated as of October 7, 2024 LOAN AGREEMENT THIS LOAN AGREEMENT (as amended or supplemented from time to time, together with any exhibits, schedules or other attachments hereto, this “Agreement”) is entered into as of October 7, 2024 between Virios Therapeutics, Inc., a |
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| October 7, 2024 |
Exhibit 99.2 Virios Therapeutics, Inc. and Wex Pharmaceuticals, Inc. Announce Business Combination to Form Dogwood Therapeutics, Inc. (Nasdaq: “DWTX”) October 7, 2024 The renaming of Virios Therapeutics, Inc. to Dogwood Therapeutics, Inc. is effective on October 9, 2024. The information in this presentation was prepared on the basis that the name change is effected on that date. Forward-Looking St |
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| October 7, 2024 |
Exhibit 2.1 Execution Version SHARE EXCHANGE AGREEMENT relating to PHARMAGESIC (HOLDINGS) INC., a Canadian corporation by and between VIRIOS Therapeutics, Inc., a Delaware corporation and SEALBOND LIMITED, a British Virgin Islands corporation dated as of October 7, 2024 Table of Contents Page SECTION 1. DESCRIPTION OF TRANSACTION 2 1.1 Sale and Purchase of Shares 2 1.2 Closing Consideration 2 1.3 |
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| October 7, 2024 |
Exhibit 3.1 Execution Version VIRIOS therapeutics, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Virios Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolut |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| October 7, 2024 |
Exhibit 10.3 October 7, 2024 CK Life Sciences Int’l., (Holdings) Inc. 2 Dai Fu Street, Tai Po Industrial Estate New Territories, Hong Kong Attention: Alan Yu, Deputy Chairman Dear Alan: In connection with the Share Exchange Agreement relating to Pharmagesic (Holdings) Inc., a Canadian corporation, by and between Virios Therapeutics, Inc., a Delaware corporation (the “Company”), and Sealbond Limite |
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| October 7, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Virios Therapeutics, INC. The undersigned, being a duly authorized officer of Virios Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows: 1.The name of the Corporation is Virios Therapeutics, Inc. 2.The Certificate of Incorporation of the Corporation is hereby amended by striking out |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 8, 2024 |
Exhibit 99.1 Virios Therapeutics Announces Second Quarter 2024 Financial Results - Bateman Horne Center completed enrollment in its groundbreaking investigator-initiated Long-COVID phase 2a study featuring valacyclovir and celecoxib (IMC-2) - - Top-line results from the Bateman Horne Center’s Long-COVID phase 2a study expected in October 2024, will provide key insights into final design of planned |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 20, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 20, 2024 |
Exhibit 107 The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering of equity securities. The maximum aggregate offering amount of the offering is $1,700,000.00. |
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| May 20, 2024 |
PLACEMENT AGENCY AGREEMENT May 19, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Virios Therapeutics, Inc. |
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| May 20, 2024 |
Exhibit 99.1 Virios Therapeutics Announces Pricing of $1.7 Million Public Offering of Common Stock to Commence Preparations for Planned IMC-2 Long-COVID Phase 2b Study ATLANTA, GA, May 19, 2024 (GLOBE NEWSWIRE) - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company” or “Virios Therapeutics”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debili |
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| May 20, 2024 |
8,500,000 Shares of Common Stock Virios Therapeutics, Inc. Filed Pursuant to Rule 424(b)(4) Registration No. 333-263700 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 28, 2022) 8,500,000 Shares of Common Stock Virios Therapeutics, Inc. We are offering 8,500,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), at a price of $0.20 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common sto |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| May 17, 2024 |
Shares of Common Stock Virios Therapeutics, Inc. Filed Pursuant to Rule 424(b)(4) Registration No. 333-263700 The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and w |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 9, 2024 |
Exhibit 99.1 Virios Therapeutics Announces First Quarter 2024 Financial Results and Provides Corporate Update - Top-line results from the ongoing investigator-initiated Bateman Horne Center Long-COVID phase 2 featuring valacyclovir and celecoxib (IMC-2) expected in the second-half of 2024 - - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., May 9, 2024 - Virios Therapeutics, Inc. (Nasdaq: VIR |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| May 7, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39811 VIRIOS THERAPEUTICS, INC. (Exact name of |
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| March 6, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 1, 2024 |
Virios Therapeutics, Inc. Incentive Compensation Recoupment Policy VIRIOS THERAPEUTICS, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1. Introduction. The Board of Directors (the “Board”) of Virios Therapeutics, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosoph |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39811 VIRIOS THERAPEUTICS, INC. (Exact name of registrant as spec |
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| February 29, 2024 |
Virios Therapeutics Announces Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 Virios Therapeutics Announces Fourth Quarter and Full Year 2023 Financial Results ATLANTA, Ga., February 29, 2024 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases, including fibromyalgia (“FM”) and Long-COVID (“LC”), today announced financial resul |
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| February 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| February 13, 2024 |
VIRI / Virios Therapeutics, Inc. / Corday Brian David - SC 13G/A Passive Investment SC 13G/A 1 virisc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasur |
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| February 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| January 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| January 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2024 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| January 3, 2024 |
Exhibit 99.1 January 3, 2024 Dear Virios (VIRI) Shareholders, We would like to thank you for your support this past year and provide you with a corporate progress report as we enter 2024: ● We reached alignment with the Food and Drug Administration (“FDA”) on the IMC-1 (combination of famciclovir and celecoxib) Phase 3 development program for treatment of fibromyalgia (“FM”). ● We have clarity fro |
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| November 14, 2023 |
VIRI / Virios Therapeutics Inc / Corday Brian David - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Num |
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| November 13, 2023 |
Exhibit 99.1 Virios Therapeutics Announces Third Quarter 2023 Financial Results and Provides Corporate Update - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., November 13, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases, including fibromyalgia (“FM |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 7, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 2, 2023 |
Exhibit 99.1 November 2, 2023 Dear Virios (VIRI) Shareholders, We wanted to provide you with a succinct corporate progress report as we exit the third quarter of 2023, which can be summarized as follows: ● Having secured FDA guidance on our plan to progress IMC-1 to Phase 3 development to treat fibromyalgia, we can convey that several life science companies are engaged and reviewing our Phase 2 da |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| September 18, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commissio |
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| September 18, 2023 |
Virios Therapeutics Announces Termination of At-The-Market Sales Agreement Exhibit 99.1 Virios Therapeutics Announces Termination of At-The-Market Sales Agreement ATLANTA, Ga., September 18, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases such as fibromyalgia and Long-COVID, today announced that it provided notice of termination |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 10, 2023 |
Exhibit 99.1 Virios Therapeutics Announces Second Quarter 2023 Financial Results and Provides Corporate Update - Continued Progress in Expanding and Advancing Clinical Pipeline - - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., August 10, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission F |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 9, 2023 |
Exhibit 99.1 Virios Therapeutics Announces Plans to Advance Lead Candidate IMC-1 to Phase 3 Development as a New Treatment Option for Fibromyalgia ATLANTA, Ga., August 9, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases such as fibromyalgia (“FM”) and Long |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 17, 2023 |
Exhibit 99.1 Virios Therapeutics Announces Positive Data Demonstrating Improvement in Multiple Long-COVID Symptoms Following Treatment with a Combination of Valacyclovir and Celecoxib in an Exploratory, Open-Label, Proof of Concept Study ATLANTA, Ga., July 17, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiv |
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| July 14, 2023 |
Up to $6,700,000 Virios Therapeutics, Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-263700 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 28, 2022) Up to $6,700,000 Virios Therapeutics, Inc. Common Stock We have entered into Capital on DemandTM Sales Agreement, or the Sales Agreement, with JonesTrading Institutional Services LLC, or JonesTrading, relating to our shares of common stock, par value $0.0001 per share, offered by |
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| July 14, 2023 |
Exhibit 107 The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering of equity securities. The maximum aggregate offering price of the offering is $6,700,000. |
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| July 14, 2023 |
Exhibit 1.1 VIRIOS THERAPEUTICS, INC. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement July 14, 2023 JonesTrading Institutional Services LLC 211 East 43rd Street, 15th Floor New York, NY 10017 Ladies and Gentlemen: Virios Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (t |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 13, 2023 |
VIRI / Virios Therapeutics Inc / Corday Brian David - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Num |
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| May 25, 2023 |
Sent via Electronic Delivery to Exhibit 99.1 Sent via Electronic Delivery to: [email protected] May 24, 2023 Ms. Angela Walsh Senior Vice President of Finance and Corporate Secretary Virios Therapeutics, Inc. 44 Milton Avenue Alpharetta, GA 30009 Re: Virios Therapeutics, Inc. (the “Company”) Nasdaq Symbol: VIRI Dear Ms. Walsh: On November 1, 2022, Staff notified the Company that its common stock failed to maintain a minimum bid |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| May 15, 2023 |
VIRI / Virios Therapeutics Inc / Corday Brian David - FORM SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Num |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| May 11, 2023 |
Virios Therapeutics Announces First Quarter 2023 Financial Results Exhibit 99.1 Virios Therapeutics Announces First Quarter 2023 Financial Results ATLANTA, Ga., May 11, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases, including fibromyalgia (“FM”), today announced financial results for the first quarter ended March 31, 2 |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission File |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 31, 2023 |
VIRI / Virios Therapeutics Inc / Corday Brian David - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Num |
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| March 14, 2023 |
Exhibit 10.6 VIRIOS THERAPEUTICS, INC. AMENDED AND RESTATED 2020 Equity INCENTIVE Plan FORM OF STOCK OPTION AGREEMENT The Board of Directors of Virios Therapeutics, Inc. (the “Company”) has decided to grant to you an option to purchase shares of the common stock of the Company under the Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan. The terms of the grant are set forth |
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| March 14, 2023 |
Virios Therapeutics Announces Fourth Quarter and Full Year 2022 Financial Results Exhibit 99.1 Virios Therapeutics Announces Fourth Quarter and Full Year 2022 Financial Results ATLANTA, Ga., March 14, 2023 - Virios Therapeutics, Inc. (Nasdaq: VIRI) (the “Company”), a development-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases, including fibromyalgia (“FM”), today announced financial results for the fourth quarter |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39811 VIRIOS THERAPEUTICS, INC. (Exact name of registrant as spec |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 14, 2023 |
VIRI / Virios Therapeutics LLC / MASTERS CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 d994468513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 13, 2023 |
VIRI / Virios Therapeutics LLC / Corday Brian David - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Num |
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| February 13, 2023 |
VIRI / Virios Therapeutics LLC / Pridgen William Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31 , 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2023 |
VIRI / Virios Therapeutics LLC / Ionic Ventures, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 13, 2023 |
VIRI / Virios Therapeutics LLC / Burch Richard Alan Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31 , 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2023 |
VIRI / Virios Therapeutics LLC / Duncan Gregory Scott Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31 , 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| December 21, 2022 |
VIRI / Virios Therapeutics LLC / Corday Brian David - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92829J104 (CUSIP Number) 44 Milton Avenue, Alpharetta, Georgia, 30009 (866) 620-8655, Angela Walsh, Sr. VP, Secretary, Treasurer (Name, Address and Telephone Number |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 28, 2022 |
Exhibit 99.1 November 28, 2022 Dear Virios (VIRI) Shareholders, On September 19th, Virios Therapeutics, Inc. (the “Company”) reported that its novel fibromyalgia (“FM”) development candidate, IMC-1, demonstrated exemplary safety and tolerability in the FORTRESS (Fibromyalgia Outcome Research Trial Evaluating Synergistic Suppression of Herpes Simplex Virus-1) study but did not achieve statistical s |
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| November 16, 2022 |
Exhibit 99.1 New Scientific Paradigm Exploring Herpes Virus Activation as Potential Underlying Cause of Fibromyalgia, Long COVID and Other Chronic Conditions Nasdaq: VIRI November 2022 NASDAQ: VIRI Forward Looking Statements 2 • Statements in this presentation contain “forward - looking statements” that are subject to substantial risks and uncertainties. Fo rward - looking statements contained in |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2022 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2022 |
Exhibit 99.1 Virios Therapeutics Announces Third Quarter 2022 Financial Results and Provides Corporate Update - FORTRESS Study Analysis Reveals Fibromyalgia Patients New to Research Demonstrate Significant IMC-1 Pain Reduction Treatment Benefits - - Company Believes FORTRESS Safety Data Supports Phase 3 Development, Requesting FDA Meeting to Discuss Next Steps - - Patient Dosing Continues in IMC-2 |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporation) (Commission |
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| September 27, 2022 |
? Exhibit 99.1 September 27, 2022 Dear Virios (VIRI) Shareholders, On September 19th, we announced our FORTRESS Phase 2b fibromyalgia (?FM?) study results. In this trial, IMC-1 did not achieve statistically significant improvement on the primary endpoint measure of reduction in FM related pain as compared to placebo. These results were surprising, especially in light of our previously successful P |
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| September 27, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): September 27, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incor |
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| September 21, 2022 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-263700 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 28, 2022) 10,000,000 Shares Common Stock Virios Therapeutics, Inc. We are offering 10,000,000 shares of our common stock, par value $0.0001 per share, at a price of $0.50 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on th |
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| September 21, 2022 |
VIRI / Virios Therapeutics LLC / Ionic Ventures, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) September 20, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| September 20, 2022 |
EX-1.1 2 tmb-20220919xex1d1.htm EX-1.1 Exhibit 1.1 Execution Copy UNDERWRITING AGREEMENT between VIRIOS THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters VIRIOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York September 19, 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl N |
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| September 20, 2022 |
Virios Therapeutics, Inc. Announces Proposed Public Offering Exhibit 99.1 Virios Therapeutics, Inc. Announces Proposed Public Offering ATLANTA, Ga., September 19, 2022 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a development-stage biotechnology company focused on advancing novel, combination antiviral therapies to treat debilitating chronic diseases, including fibromyalgia, announced today that it intends to offer to sell shares of its common stock in an u |
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| September 20, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): September 19, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incor |
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| September 20, 2022 |
Virios Therapeutics, Inc. Announces Pricing of Public Offering ? Exhibit 99.2 Virios Therapeutics, Inc. Announces Pricing of Public Offering ATLANTA, Ga., September 19, 2022 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a development-stage biotechnology company focused on advancing novel, combination antiviral therapies to treat debilitating chronic diseases, including fibromyalgia, announced today the pricing of its underwritten public offering of 10.0 million |
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| September 19, 2022 |
New Scientific Paradigm Exploring Herpes Virus Activation as Potential Underlying Cause of Fibromyalgia, Long COVID and Other Chronic Conditions Nasdaq: VIRI September 2022 Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 19, 2022 File No. |
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| September 19, 2022 |
Exhibit 99.2 HSV - 1 virus FORTRESS STUDY SUMMARY Topline Results September 19, 2022 1 Forward Looking Statements 2 ? Statements in this presentation contain ?forward - looking statements? that are subject to substantial risks and uncertainties. Fo rward - looking statements contained in this presentation may be identified by the use of words such as ?anticipate,? ?expect,? ?believe,? ?will,? ?may |
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| September 19, 2022 |
Virios Therapeutics Announces Top-Line Results from Phase 2b Study of IMC-1 in Fibromyalgia ? Exhibit 99.1 Virios Therapeutics Announces Top-Line Results from Phase 2b Study of IMC-1 in Fibromyalgia ATLANTA, Ga., September 19, 2022 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a development-stage biotechnology company focused on advancing novel, combination antiviral therapies to treat debilitating chronic diseases, including fibromyalgia (?FM?), today announced topline results from its FO |
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| September 19, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): September 19, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incor |
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| September 19, 2022 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-263700 The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and w |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): August 11, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incorpor |
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| August 11, 2022 |
? Exhibit 99.1 Virios Therapeutics Announces Second Quarter 2022 Financial Results and Provides Corporate Update - Top Line FORTRESS Study Data Expected in September 2022 - - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., August 11, 2022 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a development-stage biotechnology company focused on advancing novel, combination antiviral therapies to treat |
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| June 22, 2022 |
S-8 1 tmb-20220622xs8.htm S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIRIOS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 85-4314201 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 44 Milton Avenue, Alpharetta, GA |
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| June 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables ? FORM S-8 (Form Type) ? Virios Therapeutics, Inc. |
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| June 17, 2022 |
Exhibit 10.1 DM3\8507129.5 VIRIOS THERAPEUTICS, INC. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN The purpose of the Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan (the ?Plan?) is to provide (i) designated employees of Virios Therapeutics, Inc. (the ?Company?) and its parents and subsidiaries, (ii) certain consultants and advisors who perform services for the Company |
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| June 17, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): June 16, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporat |
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| June 3, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): June 1, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporati |
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| June 3, 2022 |
Letter from FORVIS, LLP (formerly, Dixon Hughes Goodman LLP), Certified Public Accountants EX-16.1 2 tmb-20220601xex16d1.htm EX-16.1 Exhibit 16.1 June 3, 2022 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated June 3, 2022, of Virios Therapeutics, Inc. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagre |
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| May 16, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? ? ? Confidential, for Use of th |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2022 |
? Exhibit 99.1 Virios Therapeutics Announces First Quarter 2022 Financial Results and Provides Corporate Update - Enrollment Completed in FORTRESS Study with Top Line Data Expected in September 2022 - - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., May 12, 2022 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a development-stage biotechnology company focused on advancing novel, combination anti |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 12, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 85-4314201 (State or other jurisdiction of incorporati |
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| April 26, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 26, 2022 |
VIRIOS THERAPEUTICS, INC. 44 Milton Avenue Alpharetta, GA 30009 April 26, 2022 VIRIOS THERAPEUTICS, INC. 44 Milton Avenue Alpharetta, GA 30009 April 26, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Virios Therapeutics, Inc. File No. 333-263700 Registration Statement on Form S-3 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, or the Act, Virios Therapeutics, Inc., or |
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| March 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Virios Therapeutics, Inc. |
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| March 18, 2022 |
Exhibit 4.5 VIRIOS THERAPEUTICS, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [?], 20[?] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee?s Cert |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-K ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? OR ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission file number: 001-39811 ? VIRIOS THERAPEUTICS, INC. (Exact name of |
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| March 18, 2022 |
As filed with the Securities and Exchange Commission on March 18, 2022 As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. |
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| March 18, 2022 |
Exhibit 4.4 VIRIOS THERAPEUTICS, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [?], 20[?] Senior Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee?s Certificat |
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| March 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): March 17, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorpora |
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| March 17, 2022 |
? Exhibit 99.1 Virios Therapeutics Announces Fourth Quarter and Full Year 2021 Financial Results and Provides Corporate Update - Top line Data from Phase 2b FORTRESS Study of IMC-1 on Track for Q3 2022 - - Pipeline Expanded with IMC-2 as Treatment for Long COVID to be Evaluated in New Exploratory Study Targeted to Commence in Q2 2022 - - Conference Call Today at 8:30 a.m. ET - ATLANTA, Ga., March |
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| March 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): March 1, 2022 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorporat |
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| March 1, 2022 |
Exhibit 99.1 HSV-1virus Virios Therapeutics, Inc. Nasdaq: VIRINew Scientific Paradigm ExploringHerpes Virus Activation asPotential Underlying Cause of Fibromyalgia, Long COVIDand Other Chronic ConditionsCorporate Update Q1, 20211 Forward Looking Statements2?Statements in this presentation contain ?forward-looking statements? that are subject to substantial risks and uncertainties. Forward-looking |
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| February 14, 2022 |
VIRI / Virios Therapeutics LLC / Duncan Gregory Scott - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2022 |
VIRI / Virios Therapeutics LLC / Burch Richard Alan - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 14, 2022 |
VIRI / Virios Therapeutics LLC / MASTERS CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
VIRI / Virios Therapeutics LLC / Pridgen William - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 17, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): December 17, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorp |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
Virios Therapeutics Announces Third Quarter 2021 Financial Results and Provides Corporate Update ? Exhibit 99.1 Virios Therapeutics Announces Third Quarter 2021 Financial Results and Provides Corporate Update - Over 200 Patients Enrolled in Fibromyalgia Phase 2b Trial - Filed Investigational New Drug Application with FDA to Assess IMC-1 Potential to Treat Irritable Bowel Syndrome - Cash Position Supports Operations into Q1 2023 - Management to Host Webcast and Conference Call at 8:30 a.m. EST |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): November 12, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorp |
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| October 12, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): October 12, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorpo |
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| October 12, 2021 |
Exhibit 99.1 HSV?1 virus Virios Therapeutics, Inc. (Nasdaq: ?VIRI?) New Scientific Paradigm Exploring Herpes Simplex 1 (HSV?1) Virus Activation as Potential Underlying Cause of Fibromyalgia and Other Chronic Conditions Corporate Update Q4, 2021 1 Forward Looking Statements 2 ? Statements in this presentation contain ?forward-looking statements? that are subject to substantial risks and uncertainti |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): August 12, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorpor |
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| August 12, 2021 |
Virios Therapeutics Announces Second Quarter 2021 Financial Results and Provides Corporate Update ? Exhibit 99.1 Virios Therapeutics Announces Second Quarter 2021 Financial Results and Provides Corporate Update ? ATLANTA, Ga., August 12, 2021 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a clinical-stage biotechnology company focused on advancing novel antiviral therapies to treat debilitating chronic diseases, today reported financial results for the second quarter ended June 30, 2021 and provi |
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| June 24, 2021 |
Submission of Matters to a Vote of Security Holders ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): June 22, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorporat |
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| June 3, 2021 |
DEFA14A 1 tmb-20210603xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statemen |
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| May 14, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 14, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorporati |
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| May 14, 2021 |
Exhibit 99.1 HSV-1 virus Virios Therapeutics, Inc. (Nasdaq: ?VIRI?) New Scientific Paradigm Exploring Herpes Simplex 1 (HSV-1) Virus Activation as Potential Underlying Cause of Fibromyalgia and Other Chronic Conditions Corporate Update Q2 2021 1 Forward Looking Statements 2 ? Statements in this presentation contain ?forward-looking statements? that are subject to substantial risks and uncertaintie |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tmb-20210513x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39811 45-4618270 (State or other jurisdiction of i |
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| May 13, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): May 13, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorporati |
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| May 13, 2021 |
Virios Therapeutics Announces First Quarter 2021 Financial Results and Provides Corporate Update ? Exhibit 99.1 Virios Therapeutics Announces First Quarter 2021 Financial Results and Provides Corporate Update ? ATLANTA, Ga., May 13, 2021 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a clinical-stage biotechnology company focused on advancing novel antiviral therapies to treat diseases associated with virally triggered or maintained immune responses, today reported financial results for the firs |
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| April 28, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 28, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? ? ? Preliminary Proxy Statement ? ? ? Confidential, for Use of |
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| March 23, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): March 23, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorpora |
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| March 23, 2021 |
Exhibit 4.2 ? DESCRIPTION OF CAPITAL STOCK ? As of December 31, 2020, the common stock of Virios Therapeutics, Inc. (the ?Company?) is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). ? The following description of our capital stock, certain provisions of our certificate of incorporation and bylaws and certain provisions of Delaware law is a s |
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| March 23, 2021 |
EX-99.1 2 tmb-20210323xex99d1.htm EX-99.1 Exhibit 99.1 HSV-1 virus Virios Therapeutics, Inc. (Nasdaq: “VIRI”) New Scientific Paradigm Exploring Herpes Simplex 1 (HSV-1) Virus Activation as Potential Underlying Cause of Fibromyalgia (FM) and Other Chronic Conditions Investor Update Q1 2021 1 Forward Looking Statements 2 Statements in this presentation contain “forward-looking statements” that are s |
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| March 18, 2021 |
? Exhibit 99.1 Virios Therapeutics Announces Fourth Quarter and Full Year 2020 Financial Results and Provides Corporate Update ? ATLANTA, Ga., March 18, 2021 - Virios Therapeutics, Inc. (Nasdaq: VIRI), a clinical-stage biotechnology company focused on advancing novel antiviral therapies to treat diseases associated with virally triggered or maintained immune responses, today reported financial res |
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| March 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): March 18, 2021 ? VIRIOS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) ? ? ? ? Delaware 001-39811 45-4618270 (State or other jurisdiction of incorpora |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Virios Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92829J104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 21, 2020 |
As filed with the Securities and Exchange Commission on December 21, 2020 Registration No. |
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| December 18, 2020 |
424B4 1 tm2025286-21424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-248447 PROSPECTUS 3,000,000 Shares Common Stock Virios Therapeutics, Inc. This is a firm commitment initial public offering of our common stock. No public market currently exists for our shares. We are offering 3,000,000 shares of our common stock at an initial public offering price of $10 |
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| December 16, 2020 |
Registration Statement on Form 8-A, filed on December 16, 2020 8-A12B 1 tm2038645d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VIRIOS THERAPEUTICS, LLC to be converted to a corporation named VIRIOS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Alabama 45-4618 |
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| December 14, 2020 |
December 14, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 14, 2020 |
December 14, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Office of Life Sciences Re: Virios Therapeutics, LLC Registration Statement on Form S-1 Filed August 28, 2020 File No. 333-248447 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Virios Therapeut |
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| December 1, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2020 Registration No. |
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| December 1, 2020 |
Exhibit 10.9 AGREEMENT ON OWED SALARY BETWEEN DR. PRIDGEN AND INNOVATIVE MED CONCEPTS, LLC July 15, 2020 This Agreement on Owed Salary (“ Agreement”) is an agreement between Innovative Med Concepts, LLC (“IMC” or the “Company”), and Dr. William L. Pridgen (“Pridgen”) regarding the payment and satisfaction of salary accrued and owed to Dr. Pridgen (IMC and Pridgen together as ““Parties” and individ |
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| December 1, 2020 |
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA FIRM and AFFILIATE OFFICES www. |
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| November 25, 2020 |
HSV - 1 Virus New Scientific Paradigm Exploring HSV - 1 Virus Activation as Potential Underlying Cause of Fibromyalgia and Other Chronic Conditions Investor Update Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 25, 2020 File No. |
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| November 12, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 12, 2020 Registration No. |
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| October 23, 2020 |
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA FIRM and AFFILIATE OFFICES www. |
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| October 23, 2020 |
As filed with the Securities and Exchange Commission on October 23, 2020 Registration No. |
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| October 16, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 16, 2020 Registration No. |
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| October 16, 2020 |
HSV - 1 Virus New Scientific Paradigm Exploring HSV - 1 Virus Activation as Potential Underlying Cause of Fibromyalgia and Other Chronic Conditions Investor Presentation Initial Public Offering Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 15, 2020 File No. |
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| October 16, 2020 |
Exhibit 4.1 SPECIMENSPECIMEN SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C o M M o n s T o C K SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP92829J 104 This CerTifies ThaT: SPECIMEN - NOT NEGOTIABLE is The owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.0001 PAR VALUE EACH OF Virios TherapeuTics, inc. transferable on the books of the Corporation by the holder thereof |
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| October 2, 2020 |
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA FIRM and AFFILIATE OFFICES www. |
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| October 2, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 2, 2020 Registration No. |
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| September 25, 2020 |
Form of Underwriting Agreement. EX-1.1 2 tm2025286d10ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between VIRIOS THERAPEUTICS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters VIRIOS THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [•], 2020 ThinkEquity A Division of Fordham Financial Management, Inc. As Representative of the several Under |
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| September 25, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 25, 2020 Registration No. |
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| September 25, 2020 |
Exhibit 4.2 THIS NOTE AND ANY COMMON MEMBERSHIP INTERESTS INTO WHICH THIS NOTE CAN BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE PROVISIONS OF STATE SECURITIES LAWS (COLLECTIVELY, THE “ACTS”). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL EFFECTIVELY REGISTERED UNDER THE ACTS OR THE COMPANY RECEIVES AN OPI |
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| September 25, 2020 |
NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA FIRM and AFFILIATE OFFICES www. |
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| September 16, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 16, 2020 Registration No. |
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| September 16, 2020 |
Consent of Richard J. Whitley, M.D. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Virios Therapeutics, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Virios Thera |
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| September 16, 2020 |
Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) effective as of September 10, 2020 (“Effective Date”) is by and between Virios Therapeutics, LLC, an Alabama limited liability company (“Company”), and R. Michael Gendreau, M.D., Ph.D. (“Employee”). The Company and Employee are collectively referred to herein as the “Parties” and each individually as a “Party”. WITNESSE |
