Form 8-K - Current report

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)

August 5, 2024

NANOVIRICIDES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-36081	76-0674577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Controls Drive, Shelton, 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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock,		NNVC		NYSE-American

Item 5.02. Compensatory Arrangements of Certain Officers.

Extension Employment Agreement - Anil Diwan

On August 5, 2024, NanoViricides, Inc. (the “Registrant”) entered into an Extension Agreement effective July 1, 2024 (the “Diwan Extension”) of the Employment Agreement with Dr. Anil R. Diwan entered into on July 1, 2018 (the “Diwan Employment Agreement”) to continue to serve as the President of the Registrant, effective July 1, 2024.

The Extension provides that Dr. Diwan will continue to serve as the Registrant’s President until June 30, 2025 at a base annual base salary of $400,000. Dr. Diwan shall be entitled to participate in all fringe benefits the Registrant provides for its employees generally and such other benefits as the Registrant provides for its senior executives. In addition, the Registrant shall maintain a Term Life Insurance policy for Dr. Diwan, valued at $2 million, of which $1 million shall be assigned to the Registrant and the remaining balance to Dr. Diwan’s estate.

In addition, as an incentive towards the ultimate success of the Registrant, and to provide leadership authority to Dr. Diwan, the Registrant granted 10,204 shares of the Registrant’s Series A Preferred Stock, par value $0.00001 per share to Dr. Diwan. Dr. Diwan’s rights in the shares shall vest in equal, quarterly installments commencing on September 30, 2023 and fully vest on June 30, 2024. Dr. Diwan will be eligible to receive severance if he is terminated by the Registrant other than for cause in which event the Registrant shall pay to Dr. Diwan an amount equal to six (6) month’s salary as severance compensation (without regard to compensation or benefits Dr. Diwan receives from any other source). Dr. Diwan shall be eligible for all benefits during this six (6) month period including bonuses, vesting of previously awarded stock options, health care insurance and other fringe benefits that have been ongoing. The Registrant may elect to pay such severance compensation in a lump sum or in equal payments over the six month period. A copy of the Diwan Extension is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference.

Extension Employment Agreement – Meeta Vyas

On August 5, 2024, the Registrant) entered into an Extension Agreement effective July 1, 2024 (the “Vyas Extension”) of the Employment Agreement with Meeta Vyas of the Employment Agreement with Ms. Vyas entered into on May 31, 2013, (the “Vyas Employment Agreement”) to continue to serve as the Chief Financial Officer of the Registrant, effective July 1, 2024.

The Vyas Extension is renewable on an annual basis. The Vyas Employment Agreement provided for a term of three (3) years with a base compensation of $9,000 per month and 129 shares of Series A preferred stock, also on a monthly basis. On January 1, 2015, her cash compensation was increased to $10,800 per month. The Vyas Extension is for a period of one year from July 1, 2024 through June 30, 2025 under the same general terms as the Vyas Employment Agreement with amendments to provide that the CFO shall be reimbursed up to 50% of all costs of Health Insurance including any Medical, Dental, and any and all parts and subparts of Medicare Insurance that she subscribes to, not to exceed $2,500 per month. A copy of the Vyas Extension is attached to this Form 8-K as Exhibit 10.2 and is incorporated by reference.

Item. 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Extension of Employment Agreement with Anil Diwan effective July 1, 2024
10.2	Extension of Employment Agreement with Meeta Vyas effective July 1, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


Date: August 9, 2024	By:	/s/ Anil Diwan
		Name: Anil Diwan
		Title: President, Chairman

EXHIBIT 10.1

EXTENSION TO EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2024, between Anil R. Diwan, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement on July 11, 2018 which was extended and expired pursuant to its terms on June 30, 2024 (the “Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the Employment Agreement and to add to and/or revise the terms and conditions of the Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the Employment Agreement not specifically amended hereby will remain in full force and effect;

NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Term

The term of the Employment Agreement shall be extended for an additional year beyond the previously extended June 30, 2024 and that Section 2 of the Employment Agreement is amended by replacing Section 2 as follows:

The term of this Agreement shall commence on July 1, 2024 and shall continue for one (1) year, i.e. ending June 30, 2025, but subject to the approval of the Board of Directors, renewable annually thereafter upon approval of the Board of Directors, provided that either party can terminate the employment at any time, for any reason, upon 30 days’ notice (the “Employment Period”).

Compensation and Benefits

Section 5 of the Employment Agreement is amended by replacing Section 5 as follows:

The total compensation consists of base salary, fringe benefits, stock awards, incentive awards, and performance bonuses as follows:

A. Base Salary and Fringe Benefits

As compensation for the Employee’s services hereunder during the Employment Period, the Company shall pay the Employee a base salary of four hundred thousand ($400,000) dollars per annum, commencing July 1, 2024, and through the effective period of the contract unless amended by the Compensation Committee. Any base salary payable hereunder shall be paid in regular intervals in accordance with the Company’s payroll practices, but no less frequently than once each month. The Employee shall be entitled to participate in all fringe benefits the Company provides for its employees generally, and such other benefits as the Company provides generally for its senior executives. Such fringe benefits may include paid time off (vacation and sick days), right to unpaid FMLA time off, medical insurance coverage (health, dental and vision), and Employee Retirement Plan, as may exist from time to time. In addition, the Company shall maintain a Term Life Insurance policy for the Employee, valued at $2 Million, of which $1 Million shall be assigned to the Company and remaining to the Employee’s Estate.

B. Grant of Series A Preferred Shares

As an incentive towards the ultimate success of the Company, and to provide leadership authority to the Executive, the Company grants 10,204 shares of the Company’s Series A Convertible Preferred Stock, par value $0.00001 to Employee (the “Preferred Stock”) upon execution of this Agreement (the “Grant Date”) and the Employee accepts such grant for itself and its successors and assigns, as follows:

i. Shareholder Rights Pertaining to Granted Series A Preferred Shares

From and after the Grant Date, Employee will be recorded as a shareholder of the Company with respect to the full amount of the Granted Series A Preferred Shares less any Shares that are forfeited, transferred back to the Company or otherwise cancelled. Employee shall be entitled, from and after the Grant Date, to vote the full amount of Granted Shares, whether vested or unvested, less any shares that are forfeited, transferred back to the Company or otherwise cancelled.

ii. Transfer Restrictions; Vesting

(a) Provided that the Employee has not experienced a Termination of Service and remains continuously employed with the Company, the Employee’s rights in and to the Shares shall be fully vested on June 30, 2025, and shall be deemed partially vested at 25% for each quarter in quarterly installments following the Grant Date. Employee’s rights in and to the Shares shall be forfeitable unless and until otherwise vested pursuant to the terms of this Extension.

Shares that have vested and are no longer subject to forfeiture according to the above vesting schedule are referred to herein as “Vested Shares.” Shares that have not vested and remain subject to forfeiture under the preceding schedule are referred to herein as “Unvested Shares.”

(b) The vesting period and the amount of the Award set forth above shall be adjusted on a prorated basis by the Board of Directors to reflect the decreased level of employment during any period in which the Employee is on an approved leave of absence or is employed on a less than full time basis.

(c) Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of Unvested Shares shall be strictly prohibited and void; provided, however, that the Board of Directors, in its sole discretion, may permit the Employee to assign or transfer an Award, provided that the Award shall be subject to all the terms and condition of this Agreement and any other terms required by the Board of Directors as a condition to such transfer.

iii. Forfeiture upon Termination of Employment; Company Transaction

Upon a Termination of Service for any reason, including without limitation, termination by the Company for Cause, voluntary resignation by the Employee or the Employee’s death, Disability or Retirement, the Unvested Shares shall be forfeited by the Employee and cancelled and surrendered to the Company without payment of any consideration to the Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written upon.

NANOVIRICIDES, INC.		EMPLOYEE

By:	/s/ Brian Zucker	/s/ Anil Diwan
	Name: Brian Zucker	Anil Diwan
	Title: Director

EXHIBIT 10.2

EXTENSION TO CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2024, between MEETA VYAS, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement on May 31, 2013, which as, extended, expired pursuant to its terms on June 30, 2024 (the “CFO Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the CFO Employment Agreement and to add to and/or revise the terms and conditions of the CFO Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the CFO Employment Agreement not specifically amended hereby will remain in full force and effect;

Term

The term of the CFO Employment Agreement shall be extended for and additional year beyond the original Term and the CFO Employment Agreement is amended as follows:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written upon.

NANOVIRICIDES, INC.		EMPLOYEE

By:	/s/ Brian Zucker	/s/ Meeta Vyas
	Name: Brian Zucker	Meeta Vyas
	Title: Director

Cover	Aug. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 05, 2024
Entity File Number	001-36081
Entity Registrant Name	NANOVIRICIDES, INC.
Entity Central Index Key	0001379006
Entity Tax Identification Number	76-0674577
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Controls Drive
Entity Address, City or Town	Shelton
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06484
City Area Code	203
Local Phone Number	937-6137
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock,
Trading Symbol	NNVC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false