Note 12 - Subsequent Events

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that the following reportable subsequent event is required to be disclosed:

On February 13, 2017, the Company issued 200,000 shares of its Series A Preferred Stock to Anil Diwan, the Company’s founder, Chairman and President, as a performance bonus to Dr. Diwan. The Series A Preferred Stock is convertible, only upon sale or merger of the Company, or the sale of or license of substantially all of the Company’s intellectual property, into shares of the Company’s common stock at the rate of 3.5 shares of common stock for each share of Series A Preferred Stock. The Series A Preferred Stock has a preferred voting preference at the rate of nine votes per share. The Preferred Series A shares do not contain any rights to dividends, have no liquidation preference, and are not to be amended without the holder’s approval

On February 8, 2017, NanoViricides, Inc. (the “Company”) entered into agreements with certain holders (the “Holders”) of the Company’s Series B Convertible Debentures (the “Debentures”). The Company and the Holders agreed to convert an aggregate of $5,000,000 of principal and accrued interest of $27,178 of the Debentures, which were payable on January 31, 2017 (the “Maturity Date”) into 4,359,652 newly-issued, restricted shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The conversion price of the Conversion Shares for the principal amount was $1.1533 representing the volume weighted average price of the NNVC Common Stock on the NYSE MKT from December 15, 2016 to January 30, 2017, a premium of the closing bid price of the Common Stock on the Maturity Date of $1.1500. The conversion price for the interest amount was $1.12, the average of the open and closing price of NNVC common stock on January 31, 2017, as per the Debenture agreement. In connection with the conversion agreement, the Holders accepted the conversion shares in full and final satisfaction of the debentures converted.

On December 11, 2016 the Company’s Board of Directors requested the Executive Team to provide its recommendations for the conversion of the Series B Debentures . On or about January 25, 2017,the Executive Team proposed to amend the debenture conversion rights and permit the Holders the option to convert based upon a conversion price representing the volume weighted average price of the Common Stock on the NYSE MKT from December 15, 2016 to January 30, 2017. The Holders had the right to demand repayment of the principal balance and interest in cash or shares of Common Stock at the conversion rate of $3.50 per share, as per the original debenture agreement. The revised conversion terms to all holders of the Series B Convertible Debentures, with a total principal value of $6,000,000, was approved by the Board of Directors on January 29, 2017, with Dr. Milton Boniuk recusing himself from the vote. Of these, holders, of $5,000,000 principal value debentures, an entity controlled by Dr. Milton Boniuk , a director of the Company, and The Boniuk Charitable Foundation agreed to the Company’s offer on February 8, 2017. The remaining $1,000,000 principal, with accrued interest as of the maturity date, was repaid to the holders thereof in cash.

The Company believes that its offer to the Holders to convert at a rate based on the Company’s recent stock price performance is in the best interests of its shareholders, as it bolsters the Company’s available capital for executing on its current business plan.

This debenture extinguishment retains approximately $5.02 million of the Company’s cash on hand, and results in a decrease of current liabilities by approximately $6.03 million. No agents were retained and no commissions or fees were paid other than usual attorney’s fees.