Subsequent Events

12 Months Ended

Jun. 30, 2026

Subsequent Events

Subsequent Events

Note 12 - Subsequent Events

At The Market Sales Agreement

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On July 17, 2026, the Company entered into an At The Market Issuance Sales Agreement (the “Sales Agreement”) with D. Boral Capital LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), in an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

On July 17, 2026, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Sales Agreement (the “Prospectus Supplement”) under its existing shelf Registration Statement on Form S-3 (File No. 333-296550) (the “Registration Statement”) initially filed with the Commission on June 5, 2026 and declared effective on June 15, 2026, and the base prospectus included therein.

Sales of Common Stock, if any, may be made by any method permitted by law deemed to be an “at the market” offering, including sales made directly on the NYSE American or on any other existing trading market for the Common Stock. The Sales Agent may also sell shares of Common Stock by any other method permitted by law, including in privately negotiated transactions, with the Company’s prior written consent.

The Company will instruct the Sales Agent as to the parameters of each sale of shares of Common Stock under the Sales Agreement by delivery of a placement notice. The Sales Agent will use its best efforts consistent with its normal trading and sales practices and applicable law to sell shares of Common Stock under the Sales Agreement on the terms and subject to the conditions set forth therein. The Company has agreed to pay the Sales Agent a commission equal to 2.0% of the aggregate gross proceeds from each sale of shares of Common Stock sold through the Sales Agent under the Sales Agreement. The shares of Common Stock that may be offered and sold pursuant to the Sales Agreement (the “Placement Shares”) will be issued and sold pursuant to the Registration Statement and the Prospectus Supplement. The offer and sale of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Company or the Sales Agent pursuant to the terms thereof. Pursuant to the Registered Direct Offering Sales Agreement entered into on July 25, 2026 (see below), the Company has agreed not to issue any shares of the Company’s common stock through the ATM until after September 26, 2026.

July 27, 2026 Registered Direct Offering

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On July 24, 2026, the Company and a certain purchaser (the “Investor”) entered into a securities purchase agreement (the “July Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to the Investor in a registered direct offering: (i) 2,416,339 shares of common stock, par value $0.00001 per share (the “Common Stock”), at an offering price of $1.53 per share, (ii) pre-funded warrants to purchase up to 100,000 shares of Common Stock, at an offering price of $1.52999 per pre-funded warrant (the “July Pre-Funded Warrants”), and (iii) accompanying common warrants to purchase up to 2,516,339 shares of Common Stock (the “July Common Warrants”). Each July Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.00001 per share, will be immediately exercisable upon issuance, and may be exercised at any time until exercised in full. Each July Common Warrant will be exercisable for one share of Common Stock at an exercise price of $1.75 per share, will be exercisable six months from the date of issuance, may be exercised at any time until exercised in full, and will expire five and one-half years from the date of issuance. The July Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-296550) that was filed with the Securities and Exchange Commission (the “SEC”) on June 5, 2026 and declared effective by the SEC on June 15, 2026 and the prospectus supplement filed with the SEC on July 27, 2026.

Pursuant to the July Securities Purchase Agreement, the Company has agreed for a period of 60 days after the Closing Date (as defined below) not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, except for the filing of the Resale Registration Statement (as defined below).

In addition, the Company agreed that within thirty (30) days following the Closing Date, the Company shall prepare and file a registration statement (the “July Resale Registration Statement”) with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable upon exercise of the July Common Warrants, and shall use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable and to keep such registration statement continuously effective until the earlier of (i) the date all July Common Warrant Shares are sold, or (ii) the date all July Common Warrant Shares may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company shall bear all expenses associated with the filing and maintenance of the July Resale Registration Statement, other than underwriting discounts, commissions, and legal fees of the holders.

The July Offering closed on July 27, 2026 (the “Closing Date”). The aggregate gross proceeds to the Company from the July Offering were approximately $3.8 million, before deducting the placement agent’s fee and offering expenses payable by the Company. D. Boral Capital LLC acted as the exclusive placement agent for the Company in connection with the July Offering.

Commencement of Phase II Clinical Trial for the Treatment Ebola

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On or about May 17, 2026, the World Health Organization (WHO) declared a Public Health Emergency of International Concern (PHEIC), it highest level of alert for a potential global pandemic. The Company deemed the drug product “NV-387 Oral Gummies” as a potential treatment for Ebola, based on scientific rationale, and determined it would be of benefit to the Society and the Company to pursue a Phase II clinical trial of NV-387 Oral Gummies as a Treatment for Ebola. Therefore, the Company entered into an agreement with a clinical research organization (“CRO”) for evaluating the feasibility of such clinical trial, and to execute such clinical trial if approved by regulatory agencies. As such, the agreement did not require the Company to make any payments as of June 30, 2026. Nevertheless, the Company requested and obtained a pro-forma budget for the potential clinical trial, and approved it in principle under the condition that a regulatory approval to proceed must be obtained prior to actual financial commitments from the Company.

In June 2026, the Company was informed by the specially constituted Pillar Committee for Ebola Response in DRC that its proposal for the Phase II clinical trial of NV-387 Oral Gummies as a Treatment for Ebola was accepted for consideration and that the Company may proceed to obtain first an Ethics Committee approval and then the ACOREP local regulatory body approval for initiating the clinical trial. On or about July 4, 2026, the Company received Ethics Committee approval.

On or about July 7, 2026, subsequent to the Company’s fiscal year-end, the Company made an advance payment to initiate certain procedures that were required prior to filing the application for regulatory approval of the clinical trial. Subsequently, on July 10, 2026, the application was submitted to ACOREP, and on or about August 4, 2026, the Company received regulatory approval to conduct the clinical trial from ACOREP. The regulatory approval satisfied the conditions perfecting the Company’s financial commitment for the clinical trial.

Through September 28, 2026, the Company had incurred approximately $923,000 towards the clinical trial, of which approximately $923,000 had been paid. The Company estimates that the total cost of the Phase II clinical trial will be approximately $2.5 million to $3.0 million.

The financial commitment to initiate the clinical trial was made subsequent to June 30, 2026, and accordingly, no liability related to the clinical trial commitment has been recognized in the accompanying financial statements.