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
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Date of report (Date of earliest event reported):
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September 16, 2011
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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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000-1379006
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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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135 Wood Street, Suite 205
West Haven, Connecticut
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06516
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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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Copies to:
Peter Campitiello, Esq.
Tarter Krinsky & Drogin LLP
1350 Broadway
New York, New York 10018
Tel: 212-216-8085
Fax: 212-216-8001
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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Item 1.01
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Entry into a Material Definitive Agreement
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On September 16, 2011, the Registrant extended the expiration date of warrants to purchase an aggregate of 3,372,700 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) to September 30, 2012. No other terms of the Warrants were amended. 1,500,000 of the warrants are exercisable at a per share at a price of $1.00 per share, 1,643,000 of the warrants are exercisable at a per share at a price of $2.00 per share and 240,000 of the warrants were issued to Scientific Advisory Board Members at exercise prices ranging from $0.70 to $1.56 per share.
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Item 3.02
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Unregistered Sales of Equity Securities
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The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Registrant’s reasonable belief that the Investor had access to information concerning the Registrant’s 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 Investor are 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 Registrant made no solicitation in connection with the sale other than communications with the Investor; the Registrant obtained representations from the Investor 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.
At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.
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: September 22, 2011
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By:
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/s/ Anil Diwan
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Dr. Anil Diwan, Ph.D.
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President, Chairman
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