Current Report Filing (8-k)
February 18 2015 - 5:19PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 18, 2015
NANOVIRICIDES, INC.
(Exact Name of Registrant as Specified in
its Charter)
Nevada |
001-36081 |
76-0674577 |
(State of Organization) |
(Commission File Number) |
(I.R.S. Employer |
|
|
Identification No.) |
135 Wood Street, Suite 205, West Haven,
CT 06516
(Address of principal executive offices)
Registrant’s telephone number, including area code: ___(203)
937-6137___
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Merger Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Merger Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Merger Act (17 CFR 240.13e -4(c)) |
Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 18, 2015, during the preparation
of our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014, NanoViricides, Inc. (the “Company”)
and the Audit Committee of the Company's Board of Directors (the "Audit Committee"), concluded
that in preparing our audited financial statements for the year ended June 30, 2014, we inadvertently overlooked the anti-dilution
provisions in certain warrants issued in connection with the Company’s registered direct offerings. Specifically, the warrants
issued contained certain anti-dilution ratchet provisions that provided for an adjustment to the exercise price of the warrants
if, while such warrants are still outstanding, the Company issues any additional warrants with an exercise price lower than such
warrants.
Adjustments to settlement amounts by future
equity offerings or contractual terms of other equity-linked financial instruments issued in a subsequent period are not inputs
to the fair value of a fixed-for-fixed opinion on equity shares, per the accounting guidelines. Accordingly, the warrants are not
considered indexed to its own stock and thus must be accounted for as derivative liabilities, which require initial measurement
at fair value and adjustment to fair value in subsequent periods. The Company determined that the error caused a material understatement
of its derivative liability for the year ended June 30, 2014. As a result of this error, we will be restating our audited financial
statements for the year ended June 30, 2014 and the unaudited financial statements for the three months ended September 30, 2014
and 2013. The transactions identified involved the reclassification of the accounting treatment of the derivative liability of
the warrants involved in prior financing transactions.
Additionally, the Company determined that
its Series C Convertible Debenture, issued on July 2, 2014, contained a contingent embedded derivative in a redemption provision
contained in the debenture. The Company determined that the error caused a material understatement of its derivative liability
for the period ended September 30, 2014. As a result of this error, we will also be restating our financial statements for the
quarter ended September 30, 2014.
The Company has engaged Li and Company,
its former independent registered public accounting firm, to re-audit the Company’s restated financial statements for the
year ended June 30, 2014 and to review the Company’s unaudited financial statements for the three months ended September
30, 2014. The Company has discussed this matter with the Company's independent registered public accounting firm, Eisner Amper
LLP. Effective December 2, 2014, Eisner Amper LLP was appointed as the Company's independent registered public accounting firm.
Accordingly, readers of the financial statements
should no longer rely upon the Company's previously released financial statements included in the Form 10-K for the year ended
June 30, 2014 and the Form 10-Q for the periods ended September 30, 2014 and 2013 or releases or communications relating to these
periods.
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 18, 2015 |
NANOVIRICIDES, INC. |
|
|
|
|
|
By: |
/s/ Meeta Vyas |
|
|
|
Name: Meeta Vyas |
|
|
Title: Chief Financial Officer |
NanoViricides (AMEX:NNVC)
Historical Stock Chart
From Jun 2024 to Jul 2024
NanoViricides (AMEX:NNVC)
Historical Stock Chart
From Jul 2023 to Jul 2024