Current Report Filing (8-k)
September 26 2019 - 6:08AM
Edgar (US Regulatory)
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)
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September 22, 2019
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NANOVIRICIDES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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000-1379006
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76-0674577
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1 Controls Drive
West Haven, Connecticut
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06484
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(Address of Principal Executive Offices)
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(Zip Code)
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(203) 937-6137
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(Registrant's Telephone Number, Including Area Code)
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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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Common Stock, $.001 par value
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NNVC
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NYSE American
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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.
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.
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NANOVIRICIDES, INC.
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Dated: September 25, 2019
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By:
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/s/
Anil Diwan, PhD
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Name:
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Anil Diwan, PhD
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Title:
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President, Chairman
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