Current Report Filing (8-k)
28 January 2020 - 10:11PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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January 27, 2020
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NANOVIRICIDES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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001-36081
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76-0674577
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1 Controls Drive,
Shelton, Connecticut 06484
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06484
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(Address of Principal Executive Offices)
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(Zip Code)
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(203) 937-6137
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(Registrant's Telephone Number, Including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock
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NNVC
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NYSE-American
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Item 1.01 Entry into a Material Definitive
Agreement.
On January 24, 2020, NanoViricides,
Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement
Agreement”) with the investor parties (collectively, the “Investors”) to that certain Securities Purchase
Agreement dated as of February 27, 2019 (the "Securities Purchase Agreement") to settle an action commenced by the
Investors to, among other things, enjoin the Company’s previously disclosed underwritten public offering (the
“Action”). The Company and each of the Investors agreed to enter into an Exchange Agreement with the Company to
more fully implement the terms of a Binding Term Sheet attached to the Settlement Agreement.
As was previously disclosed, we
had entered into the Securities Purchase Agreement pursuant to which we issued the Investors an aggregate of 347,222 shares
of our common stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Old
Warrants”) to purchase an additional 347,222 shares of Common Stock). On January 27, 2020, the Company entered into an
Exchange Agreement (the “Exchange Agreement”) with each of the Investors. Pursuant to the terms and conditions of
the Exchange Agreement, the Investors agreed to terminate certain restrictive covenants in the Securities Purchase Agreement,
including a bar on all offerings of securities below the exercise price of the Old Warrants, and the Company agreed to
exchange all of the Investors’ Old Warrants for an aggregate of (i) 677,224 shares of Common Stock and (ii) warrants to
purchase 347,222 shares of Common Stock at an exercise price of $3.00 per share (the “New Warrants”). The New
Warrants are, subject to the availability of authorized shares of Common Stock of which there are none today, immediately
exercisable and expire on August 27, 2024. The Exchange Agreement contains customary representations, warranties and
covenants made by us. The Exchange Agreement is required to close on or before January 29, 2020.
The
exercise price of the New Warrants is subject to adjustment in the case of customary events such as stock dividends or other distributions
on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits,
stock combinations, reclassifications or similar events affecting our Common Stock, and also, subject to limitations, upon any
distribution of assets, including cash, stock or other property to our stockholders and upon issuances of Common Stock below the
exercise price of the New Warrants. The exercise of the New Warrants is subject to certain beneficial ownership and other limitations
set forth in the New Warrants.
The
foregoing is only a summary of the material terms of the documents related to the transactions set forth herein. The foregoing
description of the Settlement Agreement, the Exchange Agreement and the Common Stock Purchase Warrant are qualified in their entirety
by reference to those documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K, which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the New Warrants
by the Company under the Exchange Agreement and the shares of Common Stock issuable upon exercise of the New Warrants is exempt
from registration pursuant to Section 3(a)(9) of the Securities Act of 1933.
Item 8.01 Other Events.
The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED.
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NANOVIRICIDES, INC.
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Date: January 28, 2020
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By:
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/s/ Anil Diwan
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Name: Anil Diwan
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Title: Chairman, President
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