Item 1.01.
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Entry into a Material Agreement.
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On February 8, 2017, NanoViricides,
Inc. (the “Company”) entered into agreements with certain holders (the “Holders”) of the Company’s
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 Company’s 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 Company’s 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, pursuant 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 Company’s 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 Company’s 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.