NANOVIRICIDES, INC. (NYSEMKT:NNVC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Agreement. |
On February 8, 2017, NanoViricides, Inc. (the Company) entered
into agreements with certain holders (the Holders) of the
Companys Series B Convertible Debentures (the Debentures),
namely, an entity controlled by Board member Dr. Milton Boniuk
and the Boniuk Charitable Foundation. The Company and the Holders
agreed to convert an aggregate of $5,000,000 of principal and
accrued interest of $27,178 of the Debentures, which was payable
on January 31, 2017 (the Maturity Date) into 4,359,656
newly-issued, restricted shares (the Conversion Shares) of the
Companys common stock, par value $0.001 per share (the Common
Stock). The conversion price of the Conversion Shares for the
principal amount was $1.1533 representing the volume weighted
average price of the Common Stock on the NYSE MKT from December
15, 2016 to January 30, 2017, as recommended by the Companys
Board of Directors on December 11, 2016 at a meeting of the Board
in which Dr. Boniuk abstained from voting. This conversion price
was a premium of the closing bid price of the Common Stock on the
Maturity Date of $1.1500. The conversion price for the interest
amount, to the terms of the Debentures, was the closing price of
the Common Stock on the Maturity Date. In connection with the
conversion, the Holders agreed to waive any and all prepayment,
redemption and conversion rights under the original Debentures in
full and final satisfaction for the acceptance of the Conversion
Shares.
The Company offered this conversion proposal to all holders of
the Series B Convertible Debentures, on or after January 25,
2017, with a total principal value of $6,000,000. Holders of
Debentures in the aggregate principal amount of $5,000,000
accepted the Companys offer. The remaining Debentures in the
amount of $1,000,000 principal, with accrued interest as of the
Maturity Date, will be repaid to the holders thereof in cash. The
Holders had the right to demand repayment of the principal
balance and interest in cash or shares of Common Stock at the
conversion rate of $3.50 per share, as per the original debenture
agreement.
The Company believes that its offer to the Holders to convert at
a rate based on its recent stock price performance is in the best
interests of its shareholders, as it bolsters the Companys
available capital for executing on its current business plan.
This conversion, when consummated, will permit the Company to
retain $5,000,000 of cash and, with the repayment to the other
holders, decrease current liabilities by approximately
$6,000,000. No agents were retained and no commissions or fees
were paid for this conversion, other than usual attorneys fees.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The securities described in Item 1.01 above were offered and sold
in reliance upon exemptions from registration to Section 4(2)
under the Securities Act and Rule 506 of Regulation D promulgated
thereunder. The agreements executed in connection with this sale
contain representations to support the Registrants reasonable
belief that the Holder had access to information concerning the
Registrants operations and financial condition, the Investor
acquired the securities for their own account and not with a view
to the distribution thereof in the absence of an effective
registration statement or an applicable exemption from
registration, and that the Holder is sophisticated within the
meaning of Section 4(2) of the Securities Act and are accredited
investors (as defined by Rule 501 under the Securities Act). In
addition, the issuances did not involve any public offering; the
Registrants made no solicitation in connection with the sale
other than communications with the Investor; the Registrant
obtained representations from the Holder regarding their
investment intent, experience and sophistication; and the
Investor either received or had access to adequate information
about the Registrant in order to make an informed investment
decision.
| Item 9.01 | Financial Statements And Exhibits |
| Number | Description |
| 10.1 | Conversion and Settlement Agreement | |
| 99.1 | Press Release dated February 13, 2017 |
About NANOVIRICIDES, INC. (NYSEMKT:NNVC)
NanoViricides, Inc. is a nano-biopharmaceutical company. The Company is a development-stage company with several drugs in various stages of development. The Company focuses on its research and clinical programs on specific anti-viral therapeutics. The Company is engaged in the application of nanomedicine technologies to the issues of viral diseases. The Company’s nanoviricide technology enables direct attacks at multiple points on a virus particle. In addition, the nanoviricide technology also simultaneously enables attacking the intracellular reproduction of the virus by incorporating one or more active pharmaceutical ingredients (APIs) within the core of the nanoviricide. The nanoviricide technology is engaged in both attacking extracellular virus thereby breaking the reinfection cycle, and simultaneously disrupting intracellular production of the virus, thereby enabling complete control of a virus infection. NANOVIRICIDES, INC. (NYSEMKT:NNVC) Recent Trading Information
NANOVIRICIDES, INC. (NYSEMKT:NNVC) closed its last trading session down -0.06 at 1.20 with 43,622 shares trading hands.
