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Table of Contents 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 , 2020 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 specified in its charter ) Delaware ( State of Other Jurisdiction of incorporation or Organization ) 44 Milton Avenue , Alpharetta , GA ( Address of principal executive offices ) Title of Each Class Common Stock , $ 0.001 Par Value per Share Registrant's telephone number , including area code : ( 866 ) 620-8655 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) VIRI 85-4314201 ( I.R.S. Employer Identification No. ) 30009 ( Zip code ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Accelerated filer Name Of Each Exchange On Which Registered Nasdaq Capital Market Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No X Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the Registrant has submitted electronically ; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.0405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Non - accelerated filer > Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No As of June 30 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter , there was no established public trading market for the Registrant's equity securities . The number of outstanding shares of the Registrant's Common Stock as of March 15 , 2021 was 8,330,390 . Documents Incorporated by Reference Part III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2021 Annual Meeting of Stockholders ( the " Proxy Statement " ) with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the year ended December 31 , 2020 , provided that if such Proxy Statement is not filed within such period , such information will be included in an amendment to this Form 10 - K to be filed within such 120 - day period .