Anil Diwan

About Anil Diwan

Anil Diwan, PhD (age 66), is President and Chairman of NanoViricides, Inc. (NNVC) and has served on the board since June 2005; he has been Executive Chairman since February 2019. He holds a Ph.D. in Biochemical Engineering from Rice University (1986) and a B.S. in Chemical Engineering from IIT Bombay (1980) . Under his tenure, NNVC remains a pre-revenue clinical-stage biotech; FY2025 results showed no revenue and a net loss of $9.47M versus a $8.29M net loss in FY2024, with operating expenses rising to $9.59M (R&D $5.55M; G&A $4.04M), underscoring continued cash burn and going-concern risk .

Past Roles

External Roles

Board Governance

• Board service: President and Chairman since 2005; Executive Chairman since 2019 .
• Independence and committees: Board has 4 directors, 3 independent; all committees (Audit; Compensation; Nominating & Corporate Governance) are majority/supermajority independent; Diwan is not on any committee .
• Committee roles: Audit (Chair: Brian Zucker); Compensation (Chairs: Todd Rokita); Nominating (Chair: Mak Jawadekar). Meeting cadence in FY2025: Board 4x; Audit 4x; Compensation 1x; Nominating 1x .
• Dual-role implications: Diwan is both President and Chairman; however, CEO pay is set by an all-independent Compensation Committee, with the CEO absent from deliberations, partially mitigating governance concerns .

Fixed Compensation

• Employment extension (Sept 23, 2025): Term through June 30, 2026; base salary $400,000; Company-maintained $2M term life policy ($1M assigned to company); standard executive benefits .

Performance Compensation

Stock award detail and vesting:

• FY2026 grant: 10,204 shares of Series A Preferred to Diwan, vesting 2,551 each on Sep 30, 2025; Dec 31, 2025; Mar 31, 2026; Jun 30, 2026; non-cash comp expense recognized $10,013 in Q1 FY2026; balance $30,039 to be recognized over remaining service .
• The Series A has no public market and converts into common only upon change of control, implying limited near-term monetization/selling pressure from these awards .

Outstanding equity at FY2025 year-end:

• No outstanding options or unvested stock for Diwan as of June 30, 2025 (Outstanding Equity Awards table shows “—”) .
• 2018 Executive Equity Incentive Plan authorizes 250,000 common and 100,000 Series A preferred awards; to date, the proxy states no issuances under the plan .

Equity Ownership & Alignment

Additional alignment considerations:

• Series A votes at 9 votes per share and converts into 3.5 common shares upon change of control, conferring significant voting influence to TheraCour and Diwan’s direct Series A holdings .
• No options outstanding for Diwan; no disclosure of pledged shares in the beneficial ownership table/footnotes; exec-directors receive no additional board pay .

Employment Terms

Related Party Transactions (Governance Red Flags)

• TheraCour License: Perpetual exclusive field licenses; TheraCour retains exclusive right to manufacture; NNVC pays (i) development fees at cost plus up to 30% on specified direct costs, (ii) monthly G&A minimums, and (iii) 15% royalties on net sales; TheraCour may seek refundable advance payments and can terminate upon material breach (subject to cure) .
• Fees paid: TheraCour development and other costs were ~$2.49M (FY2025) and ~$2.55M (FY2024) .
• Line of Credit from Diwan: Standby facility initially $2.0M at 12% interest, collateralized by company real property and assets; increased to $3.0M and extended to March 31, 2027; no borrowings as of Sept 30, 2025 .
• Auditor Critical Audit Matter: Related party accounting deemed a CAM due to materiality and judgment; auditors tested agreements, invoices, approvals, and confirmations around related party balances and expenses .

Director Compensation (for context)

• Non-exec directors receive $25,000 cash annually (staggered: $5k in Q1–Q3 and $10k in Q4) plus $15,000 in stock; exec-directors (including Diwan) receive no additional board compensation .

Company Performance Snapshot (context for pay-for-performance)

• Clinical progress: Successfully completed Phase Ia/Ib human safety/tolerability for NV-387; advancing into multiple indications with Phase II plans (e.g., mpox, respiratory viral infections) .

Compensation Structure Analysis

• Mix and trend: Diwan’s salary held flat at $400k in FY2024–FY2025; no annual bonuses; stock award grant-date fair value increased from $32,498 (FY2024) to $49,384 (FY2025), modestly shifting pay mix toward equity but overall compensation remains largely fixed cash plus modest equity .
• Equity risk calibration: No options outstanding as of FY2025 year-end; FY2026 equity is service-vested Series A Preferred with change-of-control conversion feature and no current market—minimizing short-term selling incentives but tying upside to strategic outcomes (CoC) .
• Pay governance: CEO pay determined by an all-independent Compensation Committee; CEO excluded from deliberations .

Vesting Schedules and Insider Selling Pressure

Note: The proxy’s equity plan indicates no issuances “to date” under the 2018 plan; the company nonetheless has granted Series A awards, suggesting use outside the plan’s stated pool .

Risk Indicators and Red Flags

• Going concern: Cash $1.56M at 6/30/2025; ATM raised ~$1.25M in Q1 FY2026; management states substantial doubt about going concern without additional capital .
• Related party dependence: Manufacturing and development controlled by TheraCour; material development fees; Diwan’s 90% ownership of TheraCour; auditor CAM on related party accounting .
• Concentrated voting power: Series A super-voting (9 votes/share) and TheraCour holdings confer significant influence; Diwan has voting/dispositive control over TheraCour’s shares .
• Leadership entrenchment optics: Dual role (President + Chairman) and spouse as CFO; mitigated partly by independent committees and process .

Equity Ownership Guidelines, Pledging, Hedging

• The 2025 DEF 14A does not disclose stock ownership guidelines for executives/directors, nor any pledging/hedging arrangements for Dr. Diwan; the beneficial ownership table/footnotes do not reference pledges .

Say-on-Pay and Shareholder Feedback

• 2025 meeting agenda includes advisory vote on executive compensation; results not provided in the DEF 14A (filed pre-meeting) .

Investment Implications

• Alignment: Diwan’s direct equity value is primarily in Series A Preferred that converts on change of control, aligning incentives to strategic value-creation or sale rather than near-term stock sales; lack of outstanding options/unvested common further lowers short-term sell pressure .
• Governance/related-party risk: Control and economics tied to TheraCour (where Diwan is 90% owner) present conflict potential around fees, manufacturing control, and IP; auditor CAM emphasizes oversight complexity—this is a material diligence point for investors .
• Performance/pay balance: With no revenue and sustained losses, fixed cash salary ($400k) and modest equity grants create an arguably conservative cost profile, but the absence of explicit, disclosed performance metrics/targets for bonuses/long-term incentives reduces transparency on pay-for-performance rigor .
• Liquidity/financing: Going-concern disclosure and reliance on ATM/related-party credit underscore financing risk; line of credit from Diwan (unused, 12% rate, collateralized) provides optionality but also concentrates influence .
• Net view: Founder-inventor leadership and clinical progress are positives; however, concentrated voting power and extensive related-party structure elevate governance and execution risk. Position sizing should reflect binary clinical/regulatory catalysts and financing runway constraints .