NanoViricides Inc. (NNVC)

[loanranger]

"I was wondering too, why they would give up 200,000 options. It still isn't clear. Maybe somebody has a good conspiracy theory to try to make the company look bad?"

No conspiracy theory, but you bring up an interesting point and I think that we can probably make the company look bad together based on it.

You provided the company response to the SEC's question, which included the following statement that they underlined for the SEC's benefit:
"In order to reconcile the number of the Company's outstanding securities as represented in the exchange agreement with NanoViricide, Inc., The remaining 200,000 options were cancelled pursuant to an agreement between the parties."

The SEC, which had asked the question twice at that point, the original question and answer follow:
Q: Please revise your disclosure to clearly indicate your accounting for the 2 million options issued to Messrs. Marshall and Weidenbaum in connection with your acquisition of Edotcom.com Inc. In addition, please disclose the nature of your agreement with these individuals to subsequently cancel 200,000 of these options and your accounting therefore.

A: The disclosure has been revised to more clearly indicate the accounting for the 2 million options issued to Messrs. Marshall and Weidenbaum (see Note 8, page 81). We have also revised the statement of changes in shareholders’ equity to more clearly reflect the issuance of these options. The Company had recorded the fair value of these options similar to offering costs and thus had recorded both a debit and credit to additional paid in capital. We have revised the disclosure to include the fair value of the cancelled options.

You can see why the SEC had to ask the question twice. Their first attempt didn't get an appropriate, clear response. As you noted, neither did their second attempt.
There are three possible resolutions that can be pursued by the commission in such instances. They can 1)ask again, 2)consider whether the question justifies litigation based on it and any other issues, or decide that 3)either no answer is forthcoming or they don't care enough to ask a third time. Based on the SEC's subsequent letter, they elected option #3.


Here's the VERY interesting point that comes out of your choice of topics. Again, here's the company response:
"In order to reconcile the number of the Company's outstanding securities as represented in the exchange agreement with NanoViricide, Inc., The remaining 200,000 options were cancelled pursuant to an agreement between the parties."

We would be probably be able to sort out what "still isn't clear" about that answer ourselves by attempting to "reconcile the number of the Company's outstanding securities as represented in the exchange agreement with NanoViricide, Inc." if we could just get a look at that exchange agreement, which is one of the foundation documents created at the birth of the public company NanoViricides...kind of like the company's birth certificate. So I looked for it.

The first SEC filing ever made by NanoViricides lists it as an Exhibit:
10.1 Share Exchange Agreement between NanoViricide, Inc. and the Registrant
http://www.sec.gov/Archives/edgar/data/1379006/000114420406047712/v057372_10sb.htm
But the document itself doesn't appear on the Exhibit List:
http://www.sec.gov/Archives/edgar/data/1379006/000114420406047712/0001144204-06-047712-index.htm
I glanced at all 40 of the exhibits....feel free to double check.

Fast forwarding to the latest 10-K, filed on 9/30/13. The Exhibit List therein shows:
10.1* Share Exchange Agreement between NanoViricide, Inc. and the Registrant
with the footnote indicating:
* Incorporated by reference to the Company’s registration statement on Form 10-SB, filed with the Securities Commission on November 14, 2006, as amended.


I haven't looked, but I'm pretty sure that all the 10-Ks filed between November 14, 2006 and today said the same thing. If you can find the Share Exchange Agreement between NanoViricide, Inc. and the Registrant and link me to it, I'll try to do the reconciliation that the company says would explain "why they would give up 200,000 options".


Do you not agree that continuing to refer to such an important document as "Incorporated by reference to the Company’s registration statement on Form 10-SB, filed with the Securities Commission on November 14, 2006, as amended" when it isn't "make(s) the company look bad"?


Or did I miss it, making myself look bad? I've been known to do that.