Item 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2023, Virios Therapeutics, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). Present at the Annual Meeting in person or by proxy were holders of 9,855,223 shares of common stock of the Company, representing 53.76% of the voting power of the shares of common stock of the Company as of the close of business on April 25, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. Proposals 1 and 2, having received the votes required by the Company's bylaws and applicable law, were declared to be duly adopted at the meeting. Proposal 3 did not receive the required majority vote of the outstanding shares of common stock in person or by proxy at the meeting and thus was not approved. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Election of Directors.

The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:



                             For        Withheld    Broker Non-Vote
Richard Burch              5,389,868     75,963            4,389,392
Abel De La Rosa, Ph.D.     5,397,974     67,857            4,389,392
Greg Duncan                5,400,496     65,335            4,389,392
David Keefer               5,365,971     99,860            4,389,392
William L. Pridgen, M.D.   5,392,906     72,925            4,389,392
John C. Thomas, Jr.        5,397,965     67,866            4,389,392
Richard J. Whitley, M.D.   4,050,497    1,415,334          4,389,392

2. Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

The appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, with the following votes tabulated:

For Against Abstain Broker Non-Vote


 9,571,787     62,656    220,780                  -

3. Approval of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio within this range and the effective time of the reverse stock split determined by our Board of Directors in its sole discretion.

The amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock was not approved by a majority of the shares of common stock outstanding with the following votes tabulated:



   For       Against    Abstain    Broker Non-Vote
 9,011,430    720,787    123,006                  -




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