NanoViricides Inc. (NNVC)

[loanranger]

Obviously the elephant in the room doesn't matter.

"The Employee shall devote his business time to the performance of his duties hereunder, and shall devote his labor, skill, attention, and best ability in a manner that will faithfully and diligently further the business and interests of the Company."
The intent of that clause is to establish that the Employee understands that they are accepting a full time job and being compensated to perform accordingly.
Nothing could be further from the truth here. Just ask the people he has worked with, and apparently continues to work with, at AllExcel, Inc. and TheraCour Pharma, Inc. where he has been employed for 14 and 26 years respectively, presently as CEO. They are different corporations that are entitled to his "business time" even if they happen to share an address, allowing him to provide his multitude of services while appearing to be motionless.
https://www.linkedin.com/in/anildiwan/

Not only is he dividing his business time among them but the relationship between these companies demands that he divide his loyalties. As CEO at TheraCour he has an obligation to its owners to "further the business and interests" of THAT Company, whether by contract or not. Obviously the best, and easiest, way to do that is to maximize TheraCour's revenues from what we can probably safely guess is its biggest customer, NanoViricides.

The point is a simple and unfortunately, from a practical standpoint, a futile one. NNVC and Diwan have just signed an agreement that includes a term that they both know has been and will continue to be violated daily from the date they signed it.

I say from a practical standpoint because both parties know who really holds the Company jewels. Whether true or not, the impression I get is pretty clear....no Diwan, no NanoViricides. Even Dr Boniuk finally succumbed to that reality.

Obviously, from a legal standpoint, a different conclusion could be reached and a Court might have another view of things if given the occasion to consider the issue. That is something that Dr. Kulkarni might have been well served to give some thought to when he rescinded his resignation as a member of the audit committee and proceeded to vote to accept this contract as a Director. Perhaps it also explains the suspiciously blank line that appears at the end of the Contract:
"For NanoViricides, Inc.
/s/____________
By
Duly authorized"


Duly authorized indeed. This line is also left blank as well:
"For Employee
/s/___________"

There's little doubt as to whose name appears there.

But unless Diwan himself actually signed an employment contract for both himself AND the Company (something that I'm quite sure would render it unenforceable) there are only two other people who could have signed it for NanoViricides....the two Directors who voted to accept it (Kulkarni and Glick). If either of those people had signed it there would be no reason at all to leave it blank (other than perhaps embarrassment).

While the agreement itself was required to be filed it is my understanding that the appearance of signatures is NOT required. HOWEVER, it is less clear to me that the actual identification of the signers is permitted to be omitted as it was here. If the SEC happens to review this filing they may require an amendment to provide those identifications. Even in the absence of a requirement the question remains....why leave them out?


https://www.sec.gov/Archives/edgar/data/1379006/000114420418038907/tv498747_ex10-1.htm

Business Name: THERACOUR PHARMA, INC. Citizenship/State Inc: Domestic/CT
Business ID: 0797768 Last Report Filed Year: 2017
Business Address: 135 WOOD STREET, WEST HAVEN, CT, 06516
ANIL DIWAN PRESIDENT 135 WOOD STREET, WEST HAVEN, CT, 06516

Business Name: ALLEXCEL, INC. Citizenship/State Inc: Domestic/CT
Business ID: 0644308 Last Report Filed Year: 2017
Business Address: 135 WOOD STREET, STE 200, WEST HAVEN, CT
ANIL R DIWAN PRESIDENT 135 WOOD ST, STE 200, WEST HAVEN, CT, 06516
(Note: Wake up, Anil! Annual Report Due Date: 02/24/2018)