SEC Form 4 · accession 0001214659-18-006488
NANOVIRICIDES, INC. · NNVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Milton Boniuk
10% Owner
Period of report
Feb 21, 2017
Accepted (ET)
Oct 11, 2018 · 5:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001379006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF2,F3 | Feb 21, 2017 | M | 1,746,288 | — | A | 2,776,793 | I | Held by Boniuk Interests, Ltd. ( |
| Common Stock, par value $0.001 per shareF4,F5 | Feb 21, 2017 | A | 153,611 | — | A | 1,092,426 | I | Held by the Milton Boniuk IRA |
| Common Stock, par value $0.001 per shareF6,F5 | May 4, 2017 | A | 149,478 | — | A | 1,241,904 | I | Held by the Milton Boniuk IRA |
| Common Stock, par value $0.001 per shareF7,F5 | Jul 11, 2017 | A | 120,744 | — | A | 1,362,648 | I | Held by the Milton Boniuk IRA |
| Common Stock, par value $0.001 per shareF9,F5 | May 21, 2018 | M | 5,500,000 | — | A | 6,862,648 | I | Held by the Milton Boniuk IRA |
| Common Stock, par value $0.001 per shareF10 | holding | — | — | — | 823,428 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Coupon Series B Convertible DebentureF1,F3,F2,F11 | $1.00 | Feb 21, 2017 | M | — | D | Jan 31, 2017 | — | Common Stock | 1,746,288 | 0 | I |
| 10% Coupon Series C Convertible DebentureF8,F5,F9,F11 | $5.25 | May 21, 2018 | M | — | D | Jun 30, 2018 | — | Common Stock | 5,500,000 | 0 | I |
| Series A Conv Pref Stock, par value $0.001 per shareF13,F5,F12,F11 | $0.00 | May 21, 2018 | A | 150,000 | A | — | — | Common Stock | 525,000 | 337,500 | I |
Explanation of responses
- F1Pursuant to the Conversion and Settlement Agreement, dated as of February 8, 2017 (the "Series B Debenture Conversion Agreement"), between the Issuer and Boniuk Interests, Ltd. (the "Partnership"), on February 21, 2017 the Issuer issued to the Partnership 1,746,288 shares of Common Stock in connection with the Issuer's conversion into shares of Common Stock of the Issuer's 8% Coupon Series B Convertible Debenture due January 31, 2017 (the "Series B Debenture"), including the entire $2,000,000 principal amount plus unpaid interest through the stated maturity date.
- F10The securities reported in this row include 194,857 shares of Common Stock held directly by the Reporting Person and 628,571 shares of Common Stock held jointly by the Reporting Person and his spouse.
- F11There is no expiration date for the Series B Debenture, the Series C Debenture or the Series A Convertible Preferred Stock.
- F12Each share of Series A Convertible Preferred Stock is convertible by the holder into 3.5 shares of Common Stock upon a change of control of the Issuer, as defined in the certificate of designation relating to the Series A Convertible Preferred Stock.
- F13Pursuant to the Series C Debenture Redemption Agreement, the Issuer issued to the IRA 150,000 shares of Series A Convertible Preferred Stock, as consideration for the IRA's waiver of certain rights under the Series C Debenture.
- F2The effective price per share of Common Stock issued pursuant to the Series B Debenture Conversion Agreement was approximately $1.15.
- F3The securities reported in this row are held by the Partnership, a Texas limited partnership. The Reporting Person, as the managing general partner of the Partnership, may be deemed the beneficial owner of such securities for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F4The Issuer issued such shares to the Milton Boniuk IRA (the "IRA") in payment of quarterly interest due on the Issuer's 10% Coupon Series C Convertible Debenture due June 30, 2018 (the "Series C Debenture"), at an effective price of approximately $1.08 per share of Common Stock.
- F5The securities reported in this row are held by the IRA. The Reporting Person, as the owner and beneficiary of the IRA, may be deemed the beneficial owner of such securities for purposes of Section 16(a) of the Exchange Act.
- F6The Issuer issued such shares to the IRA in payment of quarterly interest due on the Series C Debenture, at an effective price of approximately $1.11 per share of Common Stock.
- F7The Issuer issued such shares to the IRA in payment of quarterly interest due on the Series C Debenture, at an effective price of approximately $1.38 per share of Common Stock.
- F8Pursuant to the Debenture Redemption Agreement, dated as of November 13, 2017 (the "Series C Debenture Redemption Agreement"), between the Issuer and the IRA, on May 21, 2018 the Issuer issued to the IRA 5,500,000 shares of Common Stock in connection with the Issuer's redemption in full of the Series C Debenture, including the entire $5,000,000 principal amount plus unpaid interest of $500,000 through the stated maturity date.
- F9The effective price per share of Common Stock issued pursuant to the Series C Debenture Redemption Agreement was $1.00.
Remarks
The Reporting Person served as a director of the Issuer from approximately May 28, 2013 until his resignation as a director of the Issuer on July 10, 2018. The Reporting Person currently remains subject to Section 16 of the Exchange Act as the beneficial owner of more than 10 percent of the outstanding Common Stock.