NanoViricides Inc. (NNVC)

[loanranger]

"Say it isn’t so."

It isn't QUITE so. Probably need to wait until it's a little more official.

In terms of his Directorship he was elected "for a two-year term expiring at the 2018 annual meeting of stockholders and until each of their respective successors are duly elected and qualified or until each of their respective earlier resignation or removal".
https://www.sec.gov/Archives/edgar/data/1379006/000114420416139764/v455108_8-k.htm

"The Company and Dr. Seymour, the Company’s Chief Executive Officer and Director, entered into an employment agreement effective July 1, 2015, for a term of three years."
https://www.sec.gov/Archives/edgar/data/1379006/000114420417050412/v474679_10k.htm
https://www.sec.gov/Archives/edgar/data/1379006/000114420415044157/v416247_8-k.htm


Of course he can resign as both a Director and/or Officer and the company says he has done so in its 10-Q:
"On January 27, 2018, the Company’s Chief Executive Officer, Dr. Eugene Seymour, resigned as the Chief Executive Officer and as a Director of the Company to allow a successor with pharmaceutical experience to serve in this capacity. Subject to the entry into a Severance Agreement, Dr. Seymour will assume the role of Chief Executive Officer Emeritus. The Board of Directors previously commenced a search for a permanent replacement for Dr. Seymour, which is ongoing. The Board of Directors has appointed Dr. Anil Diwan, the Company’s President, as Interim Chief Executive Officer."

But the company has certain obligations in terms of the way those things are supposed to be reported and it appears not to have met them. I believe that the event of his resignation should have been reported in an 8-K within 4 days of its occurrence.
The Form 8-K instructions require certain things. Rather than interpret them, I'll quote excerpts:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

"(a)(1) If a director has resigned or refuses to stand for re-election to the board of directors since the date of the last annual meeting of shareholders because of a disagreement with the registrant, known to an executive officer of the registrant, as defined in 17 CFR 240.3b-7, on any matter relating to the registrant’s operations, policies or practices, or if a director has been removed for cause from the board of directors, disclose the following information:......."

(As you can see the requirements that follow in the instructions are contingent on whether there was any disagreement between Seymour and the Board or Management that caused him to resign. We don't know if that's the case...the 10-Q provides only "to allow a successor with pharmaceutical experience to serve in this capacity" as a reason for the resignation. Given that "The Board of Directors previously commenced a search for a permanent replacement" it's not crystal clear that Seymour's resignation was of his own volition. So I'm skipping ahead for the next excerpt.)

...
"(b) If the registrant’s principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions, or any named executive officer, retires, resigns or is terminated from that position, or if a director retires, resigns, is removed, or refuses to stand for re-election (except in circumstances described in paragraph (a) of this Item 5.02), disclose the fact that the event has occurred and the date of the event.'


That requirement simply establishes that the Company had an obligation to file an 8-K to report the resignation on February 1 (4 business days after the resignation) and not as a Subsequent Event in a filing not made until February 20.


So when I said "Probably need to wait until it's a little more official" it was with the issue of whether an 8-K will be filed that meets the requirements of the Form and perhaps with a more fulsome explanation of HIS reasons for resigning in mind, including the details of his severance agreement.


I also couldn't help wondering if the delay in filing the 10-Q might have had something to do with the issue of how, or whether, to report the resignation therein. Obviously, even though there was a three week period between the actual resignation and the Subsequent Event public notification of it, the issue STILL isn't settled:
"Subject to the entry into a Severance Agreement, Dr. Seymour will assume the role of Chief Executive Officer Emeritus."



ps. Anyone curious to know exactly what A Company's reporting obligations are IF a Director resigns due to a disagreement with its Board or Management they can be found on p. 15 of https://www.sec.gov/files/form8-k.pdf. Obviously I have no idea whether there was any such disagreement between Seymour and NanoViricides. The typical 8-K reporting an Officer/Director resignation clearly states that there was no such disagreement when that's the case.

Here are a few excerpts:
"a brief description of the circumstances representing the disagreement that the registrant believes caused, in whole or in part, the director’s resignation, refusal to stand for re-election or removal."
"If the director has furnished the registrant with any written correspondence concerning the circumstances surrounding his or her resignation, refusal or removal, the registrant shall file a copy of the document as an exhibit to the report on Form 8-K."

(i) provide the director with a copy of the disclosures it is making in response to this Item 5.02 no later than the day the registrant file the disclosures with the Commission;
(ii) provide the director with the opportunity to furnish the registrant as promptly as possible with a letter addressed to the registrant stating whether he or she agrees with the statements made by the registrant in response to this Item 5.02 and, if not, stating the respects in which he or she does not agree; and
(iii) file any letter received by the registrant from the director with the Commission as an exhibit by an amendment to the previously filed Form 8-K within two business days after receipt by the registrant.