NanoViricides, Inc. (OTC BB: NNVC.OB)
(the "Company") announced today that it has received the final tranche
of $2.5M from Seaside 88, LP ("Seaside”), thereby completing the total
of $5M financing. This raise, and the receipt of the initial $2.5M
tranche, was previously announced on November 3, 2011. This financing
draws down on the Company’s previously announced universal registered
shelf "Form S-3” offering. The registered shelf offering became
effective on April 29, 2010 and continues to remain effective. There are
no warrants associated with this raise.
The Company has continued to keep its expenditure rate low, while
advancing its Influenza therapeutics program, FluCide™ towards an IND
filing with the US FDA. The Company has recently filed a request letter
for a pre-IND Meeting with the US FDA and subsequently submitted a
pre-IND dataset on its flagship FluCide clinical candidate, NV-INF-1, to
the US FDA. The Company intends to seek two different indications for
this treatment: (1) out-patient influenza, and (2) hospitalized patients
presenting with influenza-like illness (ILI).
The Company believes that this single anti-influenza drug should be
effective against most forms of Influenza A, including H5N1 Bird Flu,
Highly Pathogenic Avian Influenzas (HPAI), Epidemic influenzas (such as
the "swine flu” 2009/H1N1/A), and seasonal influenzas.
The Company has received this current financing from a single investor,
Seaside 88, LP ("Seaside”), a Florida limited partnership. Seaside has,
to date, financed NanoViricides with a total of approximately $20
million under a similar arrangement to the financing now completed.
"We continue to have more than 24 months of cash in hand, based on our
current rate of expenditure, with this additional raise. We now have
sufficient cash in hand to be able to complete our pre-IND studies on
FluCide and file an IND in due course,” said Eugene Seymour, MD, MPH,
CEO of the Company.
In addition, the Company has continued its progress in the pre-clinical
programs against several other diseases. In particular, the Company has
announced that it has developed an anti-HIV ligand that was
substantially superior to the earlier anti-HIV ligands employed by the
Company. The Company is also optimizing its anti-Herpes drug candidates,
its External Eye anti-viral drug candidates, as well as its Dengue
therapeutic candidates. The Company has a very broad pipeline, based on
its novel "nanoviricide®” platform technology.
On November 2, 2011, NanoViricides had entered into a securities
purchase agreement with Seaside for the purchase and sale of up to
500,000 shares of its Series B Preferred Stock at the purchase price of
$10.00 per share. Seaside purchased an initial 250,000 shares of the
Company’s Series B Preferred Stock at the purchase price of $10.00 per
share for an aggregate purchase price of $2,500,000 (the "initial
tranche”) on the same date. The Company thereby had received $2.5M upon
closing, with a net of approximately $2.32M after deducting brokerage
commission and expenses. The conversion of these $2.5M worth of Series B
Preferred stock to common stock was completed on January 24, 2012.
Following this conversion completion, on February 8, 2012, Seaside
exercised its option to purchase an additional 250,000 shares of the
Company’s Series B preferred stock on identical terms (the "final
tranche”). The Company received $2.5M upon this final closing, with a
net of approximately $2.32M after deducting brokerage commission and
expenses. In addition, on February 8, 2012, $400,000 of Series B
Preferred stock was converted to the Company’s common stock. Additional
conversions will follow every fourteen days. At each conversion, 40,000
shares of the Series B Preferred Stock purchased by Seaside will be
automatically converted into common stock using a conversion factor
calculated as follows. 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 6%.
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 antiviral 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 (HSV), 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.
