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

 

Date of report (Date of earliest event reported) September 22, 2019

 

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.)
   

1 Controls Drive

West Haven, Connecticut

06484
(Address of Principal Executive Offices) (Zip Code)

 

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

 

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))

 

Title of each class  

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.001 par value   NNVC   NYSE American 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In accordance with the Registrant’s reverse stock split on a 1 for 20 basis, effective September 24, 2019, the Registrant filed a Certificate of Change to its Articles of Incorporation pursuant to Section 78.209 of the Nevada Revised Statutes  (the “Amendment”) on September 22, 2013. The Amendment effectuated a reverse stock split of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) and preferred stock, par value $0.001 per share (the “Preferred Stock”) by simultaneously decreasing the number of the Registrant’s authorized and outstanding capital stock on a basis of 1 for 20 shares (the “Split”). Accordingly, upon effectiveness of the Split, the Registrant’s authorized capital stock shall consist of (i) 7,500,000 shares of Common Stock and (ii) 500,000 shares of Preferred Stock, of which approximately 3,844,921 shares of Common Stock and 255,714 shares of Preferred Stock shall be outstanding.

 

A complete copy of the Amendment is attached as Exhibit 3.1 to this Form 8-K.

 

Item 9.01 Financial Statement and Exhibits.

 

Exhibit
Number 		  Description
     
3.1   Certificate of Change pursuant to NRS Section 78.209 of NanoViricides, Inc.

  

 

 

 

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.

 

  NANOVIRICIDES, INC.
       
       
Dated: September 25, 2019      
  By: /s/ Anil Diwan, PhD
    Name: Anil Diwan, PhD
    Title: President, Chairman

 

 

 

 

Exhibit 3.1

 

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website:  www.nvsos.gov

 

Certificate of Change Pursuant

to NRS 78.209

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

 

1. Name of corporation:

NanoViricides, Inc.

 

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

 

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

160,000,000 shares consisting of 150,000,000 shares of common stock, par value $.001 per share ("Common Stock") and 10,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock" )

 

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

8,000,000 shares consisting of 7,500,000 shares of Common Stock and 500,000 shares of Preferred Stock

 

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

Each twenty (20) shares of both Common Stock and Preferred Stock outstanding shall be exchanged for one corresponding share of Common Stock or Preferred Stock.

 

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Rounded up to the next whole share.

 

7. Effective date and time of filing: (optional) Date:  09/22/2019   Time:  9:00 AM
  (must not be later than 90 days after the certificate is filed)  

 

8. Signature: (required)

 

X /s/ Anil Diwan   President, Chairman
Signature of Officer   Title