NANOVIRICIDES, INC. (Form: 8-K, Received: 09/22/2010 16:09:18)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

September 16, 2010

NANOVIRICIDES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-1379006	76-0674577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

135 Wood Street, Suite 205 West Haven, Connecticut		06516
(Address of Principal Executive Offices)		(Zip Code)

(203) 937-6137
(Registrant's Telephone Number, Including Area Code)

Peter Campitiello, Esq.

Tarter Krinsky & Drogin LLP

New York, New York 10018

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 16, 2010, NanoViricides, Inc. (the “Registrant”) and Seaside 88, LP (“Seaside”) executed a Letter Agreement and Amendment (the “Letter Agreement”) regarding the purchase and sale of an additional 500,000 shares (the “Additional Shares”) of the Registrant’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) at the purchase price of $10.00 per share as originally contemplated by that certain Securities Purchase Agreement, dated May 11, 2010, between the parties (the “Agreement”).

Pursuant to the Letter Agreement, the parties agreed to amend certain provisions of the Agreement so that the Additional Shares could be purchased in two (2) closings, at each of which the Registrant will issue and sell to Seaside 250,000 shares of Series B Preferred Stock. The parties also agreed that the second closing of the Additional Shares would occur ninety (90) days subsequent to the first closing of the Additional Shares (the “First Follow-on Closing Date”). We also agreed to decrease the number of shares of Series B Preferred Stock that automatically convert from 60,000 shares to 40,000 shares, commencing on the First Follow-on Closing Date and the date of the subsequent closing, and every 14th day thereafter, subject to certain limitations and qualifications, into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Certificate of Designation for the Series B Preferred Stock was amended to reflect such change in the number of shares convertible into Common Stock at each conversion date. Each share of Series B Preferred Stock converts into shares of Common Stock at a conversion factor equal to the Purchase Price divided by the lower of (i) of the daily volume weighted average of actual trading prices of the Common Stock on the trading market (the “VWAP”) for the ten consecutive trading days immediately prior to a conversion date multiplied by 0.85 or (ii) the VWAP for the trading day immediately prior to a conversion date multiplied by 0.88.

In the event that the 20-Day VWAP, as defined in the Agreement, does not equal or exceed $0.20 (the “Floor”), as calculated with respect to any subsequent conversion date, then such conversion will not occur and the shares not converted on that date will be added to the shares to be converted on the following conversion date.

The First Follow-on Closing occurred on September 21, 2010. The conversion price per share for the First Follow-on Closing was $0.93007, and the Company raised gross proceeds of $2,500,000 at such First Follow-on Closing, before estimated offering expenses of approximately $270,000 which includes placement agent and attorneys’ fees.

The offering is made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-165221), which was declared effective by the Securities and Exchange Commission on April 29, 2010. The Company, pursuant to Rule 424(b) under the Securities Act of 1933, has filed with the Securities and Exchange Commission a prospectus supplement relating to the offering.

In connection with the offering, pursuant to a placement agency agreement entered into by and between Midtown Partners & Co., LLC (“Midtown”) and the Company on March 3, 2010 (the “Placement Agent Agreement”), the Company will pay Midtown a cash fee representing 8% of the gross purchase price paid by Seaside for the Series B Preferred Stock.

On September 21, 2010, the Company issued a press release announcing the First Follow-on Closing. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The foregoing is only a summary of the material terms of the Letter Agreement, the Agreement and the Placement Agent Agreement. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference. The foregoing descriptions of the Agreement and the Placement Agent Agreement are qualified in their entirety by reference to the Agreement and the Placement Agent Agreement, which are filed as Exhibits 10.1 and 1.1, respectively, to the Registrant’s Current Report on Form 8-K filed on May 12, 2010 and incorporated herein by reference.

This Current Report on Form 8-K contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated subsequent conversions of common stock in connection with the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, the substantial dilution to current stockholders as a result of the purchase price discount offered to Seaside, and the market overhang of shares available for sale that may develop as a result of the subsequent resale by Seaside of the shares of common stock it may issue upon conversion of the Series B Preferred Stock under the Agreement, as well as other risks detailed from time to time in the Company’s periodic filings with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

Please see Item 1.01 of this Current Report on Form 8-K, which discussion is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock

10.1		Letter Agreement and Amendment with respect to Follow-On Offering pursuant to that certain Securities Purchase Agreement, dated as of May 11, 2010, by and between NanoViricides, Inc. and Seaside 88, LP.

99.1		Press Release, dated September 21, 2010.

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.

	NANOVIRICIDES, INC.


Date: September 21, 2010	By:	/s/ Anil Diwan
		Dr. Anil Diwan, Ph.D.
		President, Chairman

Exhibit Number		Description
4.1		Amended Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock

10.1		Letter Agreement and Amendment with respect to Follow-On Offering pursuant to that certain Securities Purchase Agreement, dated as of May 11, 2010, by and between NanoViricides, Inc. and Seaside 88, LP.

99.1		Press Release, dated September 21, 2010.

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Amendment to

Certificate of Designation

After Issuance of Class or Series

(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Certificate of Designation For

Nevada Profit Corporations

(Pursuant to NRS 78.1955-After issuance of Class or Series)

1. Name of corporation:

2. Stockholder approval pursuant to statute has been obtained.

3. The class or series of stock being amended: SERIES B CONVERTIBLE PREFERRED STOCK

4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:

(a) Commencing on the date of execution of this Certificate of Designation and every fourteenth (14th) day thereafter (or, if such day is not a Trading Day, then the first day thereafter that is a Trading Day) (each, a “Conversion Date”), 40,000 shares of Series B Preferred Stock (or such lesser number of Shares that remains unconverted (or such other number as may be agreed upon by the Purchaser and the Company in amounts of 5,000 shares) shall be automatically converted into shares of Common Stock, of the Company, subject to the conditions to conversion set forth herein and in accordance with Section 6(c) below.

5. Effective date of filing: (optional)

(must not be later than 90 days after the certificate is filed)

6. Signature: (required)

X /s/ Anil R. Diwan,

Signature of Officer

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Stock Designation

Revised: 3-6-09

750 Ocean Royale Way

North Palm Beach, FL 33408

West Haven, CT 06516

Re:

Letter Agreement and Amendment with respect to Follow-On Offering pursuant to that certain Securities Purchase Agreement, dated as of May 11, 2010, by and between NanoViricides, Inc. and Seaside 88, LP (the “Agreement”)

This Letter Agreement and Amendment is to confirm the option exercise of Seaside 88, LP (the “Purchaser”), pursuant to Section 2.3 of the Agreement, to purchase an additional 500,000 shares of the Series B Stock of NanoViricides, Inc. (the “Company”) in the Follow-On Offering pursuant to the terms set forth in the Agreement, as amended hereby. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.

By execution hereof, the Company acknowledges that the Purchaser shall purchase the Additional Shares at two closings, at each of which the Company will issue and sell to the Purchaser 250,000 Additional Shares on the same terms and subject to the same conditions set forth in the Agreement, as the same is hereby amended as follows:

1. The following definitions as set forth in Section 1.1 of the Agreement shall be amended hereby by deleting such definitions in their entirety and substituting therefor the following:

“ Closing ” means the Initial Closing and each Follow-On Closing.

“ Closing Dates ” means the Initial Closing Date and each Follow-On Closing Date.

“ Follow-On Closings ” means the two closings of the purchase and sale of the Additional Shares in the Follow-On Offering pursuant to Section 2.3.

“ Follow-On Closing Dates ” means the First Follow-on Closing Date and the Second Follow-on Closing Date.

2. Section 1.1 shall be amended hereby by adding the following definitions to such section:

“ First Follow-On Closing Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to the Purchaser’s obligations purchase the first tranche of 250,000 Additional Shares and the Company’s obligations to deliver such 250,000 Additional Shares have been satisfied or waived.

“ Second Follow-On Closing Date ” means the day 90 days subsequent to the First Follow-On Closing Date (or, if any such day is not a Trading Day, then the first day thereafter that is a Trading Day), or such later date when all conditions precedent to the Purchaser’s obligations to purchase the second tranche of 250,000 Additional Shares and the Company’s obligations to deliver such 250,000 Additional Shares have been satisfied or waived.

3. Section 2.3 of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

2.3 Follow-On Offering. At any time during the period commencing on the final Conversion Date and the date hereof upon notice to the Company, the Purchaser may purchase, on the same terms and subject to the same conditions as those contained herein, up to 500,000 additional shares of Series B Stock (the “Additional Shares”) from the Company (the “Follow-On Offering”) in two equal tranches. On each of the Follow-On Closing Dates, upon the terms and subject to the conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 250,000 Additional Shares at the Per Share Purchase Price. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.4 and 2.5, the Follow-On Closings shall occur remotely via the exchange of documents and signatures on the applicable Follow-On Closing Dates.

4. For purposes of the Follow-on Closings, Section 2.6(a) of the Agreement shall be amended hereby by deleting such section in its entirety and substituting therefor the following:

Each of the Company and Purchaser agrees that, commencing on each of the First Follow-On Closing Date and the Second Follow-on Closing Date and every fourteenth (14 th ) day thereafter (or, if such day in not a Trading Day, then the first day thereafter that is a Trading Day) (each, a “ Conversion Date ”), 40,000 Shares (or such lesser number of Shares that remains unconverted) shall automatically convert, without any action on the part of the Purchaser, into shares of Common Stock of the Company, subject to the conditions to conversion set forth herein.

Except as otherwise expressly provided in this Letter Agreement and Amendment, all provisions of the Agreement are hereby ratified and agreed to be in full force and effect, and are incorporated herein by reference. This Letter Agreement and Amendment may be executed in separate counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. This Letter Agreement and Amendment constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior written agreements and negotiations and oral understandings, if any, with respect to such subject matter.

REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

		Sincerely,

		Seaside 88, LP

		By:	Seaside 88 Advisors, LLC

		By:	/S/ William J. Ritger
			William J. Ritger, Manager

Agreed and acknowledged:

NanoViricides, Inc.

By:	/s/ Anil Diwan
	Name: Anil Diwan
	Title: President

EXHIBIT 99.1

NanoViricides Raises an Additional $2.5M in Shelf Offering –

The Company Reports It Now Has More than 18 Months of Cash in Hand

Press Release Source: NanoViricides, Inc. On Wednesday September 22, 2010, 7:00 am EDT

WEST HAVEN, Conn.--(BUSINESS WIRE)--NanoViricides, Inc. (OTC BB: NNVC.OB) (the "Company"), announced today that it had reached an agreement with Seaside 88, LP (“Seaside”), a Florida limited partnership, for the exercise of Seaside’s option to purchase an additional $2.5M of the Company’s Series B Convertible Preferred Stock. Seaside has financed several leading-edge bio-pharma companies, including Cytori Therapeutics, Inc., Generex Biotechnology Corporation, and NovaDel Pharma, Inc. among others.

“We are pleased that Seaside has exercised its follow on investment option,” said Anil R. Diwan, PhD, President of the Company, adding, “we are now well poised to continue our drug development programs towards a FDA filing stage.”

“We now have more than 18 months of cash in hand. This investment puts us in a strong financial position,” said Eugene Seymour, MD, MPH, CEO of the Company.

On September 21, 2010, Seaside purchased the Company’s .001 par value Series B Convertible Preferred Stock for gross proceeds of $2.5M. The Company expects the net proceeds of that transaction to amount to approximately $2.295M after deducting placement agent fees and other offering expenses. NanoViricides entered into a Letter Agreement with Seaside for the purchase and sale of 250,000 shares of its Series B Preferred Stock at the purchase price of $10.00 per share. Pursuant to such Letter Agreement, Seaside has also agreed to purchase an additional $2.5M of the Company’s Series B Convertible Preferred Stock within 90 days of the closing of the first follow on sale of the Company’s Series B Preferred Stock.

The Series B Preferred Stock is convertible into a number of shares of the Company’s common stock every two weeks. The converted shares are estimated to represent less than five percent of the 10-day trading volume of the Company’s stock (NNVC: OTC-BB), based upon current data.

Of the shares purchased, 40,000 shares of the Series B Preferred Stock will be automatically converted into common stock every two weeks commencing the initial closing. The conversion factor shall equal the purchase price of $10 per share of the preferred stock, divided by the lesser of (i) the ten day daily volume weighted average of actual trading prices (“VWAP”) of the common stock multiplied by 0.85; or (ii) the VWAP for the trading day immediately prior to a conversion date multiplied by 0.88. In addition, the unconverted shares of the Series B Preferred Stock will accrue a dividend at a 10% annualized rate. The accrued dividend shall be payable in common stock at the time of each conversion. The Company does not pay a dividend on the shares of its common stock or the shares of its Preferred Series A stock, and will not be able to pay any dividend on these securities while any shares of the Series B Preferred stock remain unconverted. The shares of Series B Preferred Stock and the shares of common stock underlying the Series B Preferred Stock and the dividend earned on it were offered pursuant to an effective shelf registration statement. The Series B Preferred Stock does not have any voting rights except as set forth in the Certificate of Designation, as amended, creating the stock.

Midtown Partners & Co., LLC, acted as the placement agent for this transaction. Midtown received a cash placement fee of 8%.

A shelf registration statement relating to the shares of common stock underlying the shares of preferred stock issued in the offering has been filed with the Securities and Exchange Commission (the “SEC”) and has been declared effective. A prospectus supplement relating to the current transaction has been filed by NanoViricides with the SEC. Copies of the prospectus supplement and accompanying prospectus may be obtained directly from NanoViricides by contacting NanoViricides, Inc., 135 Wood Street, Suite 205, West Haven, Connecticut 06516. This announcement is neither an offer to sell nor a solicitation of an offer to buy any shares of preferred or common stock of NanoViricides. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

About NanoViricides:

NanoViricides, Inc. ( www.nanoviricides.com ) is a development stage company that is creating special purpose nanomaterials for viral therapy. The Company's novel nanoviricide® class of drug candidates are designed to specifically attack enveloped virus particles and to dismantle them. The Company is developing drugs against a number of viral diseases including H1N1 swine flu, H5N1 bird flu, seasonal Influenza, HIV, oral and genital Herpes, viral diseases of the eye including EKC and herpes keratitis, Hepatitis C, Rabies, Dengue fever, and Ebola virus, among others.

This press release contains forward-looking statements that reflect the Company's current expectation regarding future events. Actual events could differ materially and substantially from those projected herein and depend on a number of factors. Certain statements in this release, and other written or oral statements made by NanoViricides, Inc. are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities. Although it is not possible to predict or identify all such factors, they may include the following: demonstration and proof of principle in pre-clinical trials that a nanoviricide is safe and effective; successful development of our product candidates; our ability to seek and obtain regulatory approvals, including with respect to the indications we are seeking; the successful commercialization of our product candidates; and market acceptance of our products.

Contact:

NanoViricides, Inc.

Amanda Schuon, 310-550-7200

info@nanoviricides.com