Item 1.01. Entry into a Material Definitive Agreement.

On December 16, 2019, NanoViricides, Inc. (the "Registrant") entered into an Open End Mortgage Note (the "Note") in favor of Anil Diwan, the Registrant's founder, Chairman and President, to loan the Registrant up to Two Million Dollars ($2,000,000) in two tranches of One Million Dollars ($1,000,000) (the "Loan"). The Note bears interest at the rate of twelve percent (12%) per annum and is secured by a mortgage granted against the Registrant's headquarters located at 1 Controls Drive, Shelton, Connecticut (the "Mortgage"). Dr. Diwan received an origination fee of 10,000 shares of the Registrant's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Shares"). The Series A Shares vote at the rate of nine shares of common stock per each Series A Share stock and is convertible into three and one half shares of common stock only upon a change in control of the Registrant. There is no market for the Series A shares. The Note, Mortgage and the related documents contain customary terms and provisions for transactions of this type.

On December 17, 2019, the Registrant entered into a Deferred Expense Exchange Agreement (The "Agreement") with TheraCour Pharma, Inc. ("TheraCour"), a principal shareholder of the Registrant and the developer of the technology the Registrant licenses, whereby TheraCour agreed to exchange $250,000 of the deferred development fees owed to TheraCour into 100,000 Series A Shares. Dr. Diwan, also serves as the CEO and Director of TheraCour and owns approximately 90% of the outstanding capital stock of TheraCour.

The foregoing transactions were approved by the Registrant's independent members of the Board of Directors, also serving as its Audit Committee. Dr. Diwan recused himself from voting and from discussions on either transaction on behalf of the Registrant.

The foregoing description of the Loan, the Mortgage, and the Agreement are qualified in their entirety by reference to the Loan, the Mortgage, and the Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K/A, which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance of the securities set forth is Item 1.01 is exempt from registration pursuant to Section 4(2) the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



Exhibit No. Description

  10.1        Open End Mortgage Note (1)
  10.2        Open End Mortgage Deed (2)
  10.3        Deferred Expense Exchange Agreement (3)

(1) Incorporated by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K filed on December 19, 2019.

(2) Incorporated by reference to Exhibit 10.2 from the Company's Current Report on Form 8-K filed on December 19, 2019.

(3) Incorporated by reference to Exhibit 10.3 from the Company's Current Report on Form 8-K filed on December 19, 2019.

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