Edgar Filing: NANOVIRICIDES, INC.

Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2011

Commission File Number: 333-148471

NANOVIRICIDES, INC.

(Exact name of Company as specified in its charter)

NEVADA	76-0674577
(State or other jurisdiction)	(IRS Employer Identification No.)
of incorporation or organization)

135 Wood Street, Suite 205

West Haven, Connecticut 06516

(Address of principal executive offices and zip code)

(203) 937-6137

(Company’s telephone number, including area code)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Company has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the Company is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of the Company's Common Stock as of November 14, 2011 was: 146,937,064.

NanoViricides, Inc.

FORM 10-Q

INDEX

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets at September 30, 2011 (Unaudited) and June 30, 2011	3

Statements of Operations for the Three Months Ended September 30, 2011 and 2010 and for the Period from May 12, 2005 (Inception) through September 30, 2011 (Unaudited).	4

Statement of Stockholders' Equity for the Period from May 12, 2005 (inception) through September 30, 2011	5

Statements of Cash Flows for the Three Months Ended September 30, 2011 and 2010 and for the Period from May 12, 2005 (Inception) through September 30, 2011 (Unaudited).	22

Notes to the Financial Statements (Unaudited)	24

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation	30

Item 3. Quantitative and Qualitative Disclosures About Market Risk	38

Item 4. Controls and Procedures	38

PART II OTHER INFORMATION

Item 1. Legal Proceedings	39

Item 2. Changes in Securities	39

Item 3. Defaults Upon Senior Securities	39

Item 4. Removed and Reserved	39

Item 5. Other Information	39

Item 6. Exhibits and Reports on Form 8-K	39

Signatures	40

Certifications

Page 2

NANOVIRICIDES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	September 30, 2011 (Unaudited)			June 30, 2011
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	10,879,319		$	9,224,023
Prepaid expenses		321,886			332,294

Total current assets		11,201,205			9,556,317

Property and equipment, net		773,000			802,367

Trademark, net		402,922			399,383

TOTAL ASSETS	$	12,377,127		$	10,758,067

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	97,785		$	79,529
Accounts payable – related parties		710,388			462,955
Accrued expenses		93,919			27,173

Derivative Liability		89,066			17,519

TOTAL CURRENT LIABILITIES		991,158			587,176

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Series A Convertible Preferred stock, $0.001 par value, 10,000,000 shares designated, 8,217,500 shares issued and outstanding		8,218			8,218
Series B Convertible Preferred stock, $0.001 par value, 10,000,000 shares designated, 50,000 and 10,000 shares issued and outstanding, respectively		50			10
Common stock, $0.001 par value; 300,000,000 shares authorized; 145,763,702 and 143,548,394 shares issued and outstanding, respectively		145,764			143,582
Additional paid-in capital		35,588,822			33,235,990
Deficit accumulated during the development stage		(24,356,885	)		(23,216,909	)

TOTAL STOCKHOLDERS’ EQUITY		11,385,969			10,170,891

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,377,127		$	10,758,067

See accompanying notes to the financial statements.

Page 3

NANOVIRICIDES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months Ending						For the Period From May 12, 2005 (Inception) Through
	September 30, 2011			September 30, 2010			September 30, 2011

Revenues	$	-		$	-		$	-

Operating expenses:
Research and development		691,699			750,128			14,936,917
Refund credit for research and development costs		-			-			(420,842	)
General and administrative		448,729			361,216			9,350,291

Total operating expenses		1,140,428			1,111,344			23,866,366
Loss from operations		(1,140,428	)		(1,111,344	)		23,866,366

Other income (expenses)
Interest income, net		8,904			1,993			(174,228
Non cash interest on convertible debentures		-			-			(73,930	)
Non cash interest expense on beneficial conversion feature of convertible debentures		-			-			(713,079	)
Change in fair market value of derivatives		(8452	)		11,860			122,262

Total other income ( expenses)		452			13,853			(490,519	)
Loss before income taxes		(1,139,976	)		(1,097,491	)		(24,356,885	)
Income tax provision		-			-			-
Net loss	$	(1,139,976	)	$	(1,097,491	)	$	(24,356,885	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding - basic and diluted		144,570,447			135,471,689

See accompanying notes to the financial statements.

Page 4

NanoViricides, Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

For the period from May 12, 2005 (inception) through September 30, 2011

(Unaudited)

																	Deficit
																	Accumulated
	Series A Preferred Stock: Par $0.001		Series B Preferred Stock: Par $0.001		Common Stock: Par $0.001						Additional			Stock			During the			Total
	Number of		Number of		Number of						Paid-in			Subscription			Development			Stockholders'
	Shares	Amount	Shares	Amount	Shares			Amount			Capital			Receivable			Stage			Equity

Common shares issued May 12, 2005 (Inception)						20,000		$	20		$	-		$	(20	)	$			$	-
Share exchange with Edot-com.com Inc., June 1, 2005						(20,000	)		(20	)		-			20						-
Common shares exchanged in reverse acquisition of Edot-com.com Inc., June 1, 2005						80,000,000			80,000			(79,980	)		(20	)					-
Common shares outstanding Edot-com.com Inc., June 1, 2005						20,000,000			20,000			(20,000	)								-

Options granted in connection with reverse acquisition																					-
																					-
Net loss																		(66,005	)		(66,005	)

Balance, June 30, 2005						100,000,000			100,000			(99,980	)		(20	)		(66,005	)		(66,005	)

Discount related to beneficial conversion feature of Convertible debentures, July 13, 2005												5,277									5,277
Legal expenses related private placement of common stock, July 31, 2006												(2,175	)								(2,175	)
Discount related to beneficial conversion feature of Convertible debentures, July 31, 2005												5,302									5,302
Warrants issued to Scientific Advisory Board, August 15, 2005												4,094									4,094

Options issued to officers, September 23, 2005												87,318									87,318
Common shares issued for consulting services valued at $.081 per share, September 30, 2005						2,300,000			2,300			184,000									186,300
Common shares issued for interest on debentures, September 30, 2005						48,177			48			4,267									4,315
Discount related to beneficial conversion feature of Convertible debentures, October 28, 2005												166,666									166,666
Discount related to beneficial conversion feature of Convertible debentures, November 9, 2005												166,667									166,667
Discount related to beneficial conversion feature of Convertible debentures, November 10, 2005												45,000									45,000
Discount related to beneficial conversion feature of Convertible debentures, November 11, 2005												275,000									275,000
Discount related to beneficial conversion feature of Convertible debentures, November 15, 2005												49,167									49,167
Warrants issued to Scientific Advisory Board, November 15, 2005												25,876									25,876
Common shares and warrants issued in connection with private placement of common stock, November 28, 2005						340,000			340			169,660									170,000
Common shares and warrants issued in connection with private placement of common stock, November 29, 2005						300,000			300			149,700									150,000
Common shares and warrants issued in connection with private placement of common stock, November 30, 2005						150,000			150			74,850									75,000

Page 5

														Deficit
														Accumulated
	Series A Preferred Stock: Par $0.001		Series B Preferred Stock: Par $0.001		Common Stock: Par $0.001				Additional		Stock			During the			Total
	Number of		Number of		Number of				Paid-in		Subscription			Development			Stockholders'
	Shares	Amount	Shares	Amount	Shares		Amount		Capital		Receivable			Stage			Equity

Common shares and warrants issued in connection with private placement of common stock, December 2, 2005						100,000		100		49,900								50,000
Common shares and warrants issued in connection with private placement of common stock, December 6, 2005						850,000		850		424,150								425,000
Common shares issued for legal services valued at $.95 per share, December 6, 2005						20,000		20		18,980								19,000
Common shares and warrants issued in connection with private placement of common stock, December 12, 2005						750,000		750		374,250								375,000
Common shares and warrants issued in connection with private placement of common stock, December 13, 2005						50,000		50		24,950								25,000
Common shares and warrants issued in connection with private placement of common stock, December 14, 2005						50,000		50		24,950								25,000
Common shares issued in connection with debenture offering, December 15, 2005						50,000		50		48,950								49,000
Common shares and warrants issued in connection with private placement of common stock, December 20, 2005						50,000		50		24,950								25,000
Common shares and warrants issued in connection with private placement of common stock, December 29, 2005						50,000		50		24,950								25,000
Common shares and warrants issued in connection with private placement of common stock, December 30, 2005.						50,000		50		24,950								25,000
Common shares issued for interest on debentures, December 31, 2005						19,476		20		17,320								17,340
Common shares issued for consulting services valued at $1.46 per share, January 9, 2006						3,425		3		4,998								5,001
Warrants issued to Scientific Advisory Board, February 15, 2006										49,067								49,067
Warrnats issued to Scientific Advisory Board, May 15, 2006										51,048								51,048
Common shares issued for interest on debentures, March 31, 2005						7,921		8		22,184								22,192

Options exercised, May 31, 2006						1,800,000		1,800		88,200								90,000
Common shares and warrants issued in connection with private placement of common stock, June 15, 2006						1,875,000		1,875		1,873,125								1,875,000
Common shares issued for interest on debentures, June 30, 2006						14,426		14		22,424								22,438

Net loss															(3,284,432	)		(3,284,432	)

Balance, June 30, 2006						108,878,425		108,878		4,480,035		(20	)		(3,350,437	)		1,238,456

Common shares issued for interest on debentures, July 31, 2006						5,744		6		7,638								7,644
Common shares issued for conversion of convertible debentures, July 31, 2006						3,333,333		3,333		996,667								1,000,000
Exercise of stock warrants, July 31, 2006						200,000		200		49,800								50,000

Page 6

														Deficit
														Accumulated
	Series A Preferred Stock: Par $0.001		Series B Preferred Stock: Par $0.001		Common Stock: Par $0.001				Additional		Stock			During the			Total
	Number of		Number of		Number of				Paid-in		Subscription			Development			Stockholders'
	Shares	Amount	Shares	Amount	Shares		Amount		Capital		Receivable			Stage			Equity

Options issued to Scientific Advisory Board, August 15, 2006										30,184								30,184
Options issued to Scientific Advisory Board, November 15, 2006										25,888								25,888
Common shares issued for consulting services valued at $.76 per share, January 3, 2007						216,000		216		163,944								164,160
Options issued to Scientific Advisory Board, February 15, 2007										32,668								32,668

Options issued to Scientific Advisory Board, May 15, 2007										25,664								25,664
Common shares issued for consulting services valued at $1.03 per share, June 12, 2007						752		1		774								775
Common shares issued for consulting services valued at $1.15 per share, June 20, 2007						100,000		100		114,900								115,000
Common shares issued upon warrants conversion, June 20, 2007						930,000		930		619,070								620,000
Common shares issued upon warrants conversion, June 25, 2007						75,000		75		49,925								50,000
Common shares issued upon warrants conversion, June 30, 2007						300,000		300		199,700								200,000
Common shares issued for consulting services valued at $1.06 per share, June 30, 2007						29,890		30		31,770								31,800

Officers' compensation expense										27,062								27,062

Net loss															(3,118,963	)		(3,118,963	)

Balance, June 30, 2007					$	114,069,144		114,069	$	6,855,689	$	(20	)		(6,469,400	)	$	500,338

Warrants issued to Scientific Advisory Board, August 15, 2007										14,800								14,800
Common shares and warrants issued in connection with private placement of common stock, September 21, 2007						1,500,000		1,500		748,500								750,000
Common shares issued for consulting and legal services valued at $.75 per share, September 30, 2007						25,244		25		18,375								18,400
Common shares and warrants issued in connection with private placement of common stock, October 16, 2007						3,250,000		3,250		1,621,750								1,625,000
Common shares and warrants issued in connection with private placement of common stock, October 16, 2007						250,000		250		124,750								125,000
Collection of stock subscriptions receivable, October 17, 2007												20						20
Warrants issued to Scientific Advisory Board, November 15, 2007										7,200								7,200
Common shares issued for consulting and legal services valued at $.49 per share, December 31, 2007						57,152		57		26,843								26,900

Options issued to officers, January 1, 2008										7,044								7,044

Page 7

																		Deficit
																		Accumulated
	Series A Preferred Stock: Par $0.001				Series B Preferred Stock: Par $0.001				Common Stock: Par $0.001				Additional			Stock		During the			Total
	Number of				Number of				Number of				Paid-in			Subscription		Development			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Receivable		Stage			Equity

Warrants issued to Scientific Advisory Board, February 15, 2008														8,500								8,500
Common shares issued for consulting and legal services valued at $ .45 per share,March 31, 2008										61,546		62		27,838								27,900
Common shares issued for consulting services valued at $.39 per share, April , 2008										27,750		28		10,793								10,821
Warrants issued to Scientific Advisory Board, May 15, 2008														32,253								32,253
Common shares issued for consulting services valued at $1.03 per share, June 30, 2008										29,841		30		27,870								27,900

Net loss																			(2,738,337	)		(2,738,337	)

Balance, June 30, 2008		-		-		-		-		119,270,677	$	119,271	$	9,532,205		$	-	$	(9,207,737	)	$	443,739

Common shares issued for consulting and legal services valued at $ 1.22 per share, July 31, 2008										4,098		4		4,996								5,000
Common shares issued for consulting services valued at $1.22 per share, July , 2008										2,295		2		2,798								2,800
Warrants issued to Scientific Advisory Board, August 15, 2008														47,500								47,500
Common shares and warrants issued in connection with private placement of common stock, August 22, 2008										3,136,000		3,136		3,132,864								3,136,000

Common shares issued to settle account payable										150,000		150		149,850								150,000

Payment of Finder's Fee to Biotech														(14,696	)							(14,696	)
Common shares issued in connection with Warrant Conversion, August 22, 2008										125,000		125		106,125								106,250
Common shares issued for legal services valued at $1.24per share, August 31, 2008										4,032		4		4,996								5,000
Common shares issued for consulting services valued at $1.24 per share, August, 2008										2,258		2		2,798								2,800
Common shares issued for legal services valued at $1.00 per share, September 30, 2008										5,000		5		4,995								5,000
Common shares issued for consulting services valued at $1.00 per share, September 30, 2008										5,600		6		5,594								5,600
Common shares issued for consulting and legal services valued at $ .71 per share, October 31, 2008										7,042		7		4,993								5,000
Common shares issued for consulting services valued at $.71 per share, October 31, 2008										7,887		8		5,592								5,600
Warrants issued to Scientific Advisory Board, November 15, 2008														30,500								30,500
Common shares issued for consulting and legal services valued at $ .67 per share, November 30, 2008										7,463		7		4,993								5,000
Common shares issued for consulting services valued at $.67 per share, November 30, 2008										8,358		8		5,592								5,600

Page 8

												Deficit
												Accumulated
	Series A Preferred Stock: Par $0.001		Series B Preferred Stock: Par $0.001		Common Stock: Par $0.001				Additional		Stock	During the	Total
	Number of		Number of		Number of				Paid-in		Subscription	Development	Stockholders'
	Shares	Amount	Shares	Amount	Shares		Amount		Capital		Receivable	Stage	Equity

Common shares issued for consulting and legal services valued at $ .83 per share, December 31, 2008						6,024		6		4,994				5,000
Common shares issued for consulting services valued at $.83 per share, December 31 , 2008						6,747		7		5,593				5,600
Common shares issued for legal services valued at $ .60 per share, January 20, 2009						8,333		8		4,992				5,000
Common shares issued for consulting and legal services valued at $ .78 per share, January 31, 2009						7,463		7		4,992				4,999
Common shares issued for consulting services valued at $.78 per share, January 31, 2009						8,358		8		5,592				5,600
Common shares issued for consulting services valued at $ .70 per share, February 1, 2009						50,000		50		34,950				35,000
Warrants issued to Scientific Advisory Board, February 15, 2009										29,000				29,000
Common shares issued for consulting and legal services valued at $ .71 per share, February 28, 2009						7,042		7		4,992