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Item 1.01
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Entry into a Material Definitive Agreement.
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Underwritten Public Offering
On January 8, 2020, NanoViricides, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Kingswood Capital
Markets, a Division of Benchmark Investments, Inc. (“Kingswood”). Pursuant to the terms and conditions of the Underwriting
Agreement, we agreed to issue and sell 1,369,863 shares of our common stock, par value $0.001 per share (the “Underwritten
Shares”), at a price to the public of $7.30 per share. Pursuant to the Underwriting Agreement, we also granted the underwriter
an option to purchase up to an additional 205,479 shares of our common stock (together with the Underwritten Shares, the “Shares”)
within 45 days after the date of the Underwriting Agreement to cover over-allotments, if any. The Final Prospectus for the offering
was filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended,
on July 9, 2020.
The offering was consummated on July 10,
2020. The Company sold the Underwritten Shares and the underwriters exercised their option to purchase an additional 205,479 shares
of common stock at the public offering price of $7.30 per share. Kingswood acted as sole bookrunning
manager for the offering, and Maxim Group LLC acted as a financial advisor in the offering. Kingswood received underwriting discounts
and commissions of 8% for approximately $920,000, plus reimbursement of counsel fees in the amount of $50,000. For its services
rendered as financial advisor, Maxim Group LLC received an advisory fee in the amount of $150,000 from the underwriting discount
and commission paid to Kingswood.
The
net proceeds to the Company after underwriter's commission and agreed upon customary fees and expenses were approximately $10.53
million, before deducting the Company's legal and accounting expenses related to the Offering. The Company intends to use the net
proceeds to fund general corporate purposes and to fund ongoing operations.
The Underwriting Agreement contains customary
representations, warranties and covenants made by us. It also provides for customary indemnification by us and the underwriters
for losses or damages arising out of or in connection with the sale of the Shares. In addition, pursuant to the terms of
the Underwriting Agreement, each director and executive officer of the Company, along with TheraCour Pharma, Inc., its principal
shareholder, have entered into an agreement with the representative of the underwriters not to sell, transfer or otherwise dispose
of our securities, subject to certain exceptions, during the 90-day period following the offering, subject to extension in certain
circumstances.
A
copy of the Underwriting Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to such exhibit.