SEC Comment Letter for NANOVIRICIDES, INC. (NNVC) (CIK 0001379006) (NNVC) — Mar 31, 2008
NANOVIRICIDES, INC. (NNVC) (CIK 0001379006)
Date: March 31, 2008 · CIK: 0001379006 · Accession: 0000000000-08-016583
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-148471
Letter
Mail Stop 6010 March 31, 2008 Dr. Eugene Seymour Chief Executive and Financial Officer NanoViricides, Inc. 135 Wood Street, Suite 205 West Haven, CT 06516 Re: NanoViricides, Inc. Amendment No. 1 to Registra tion Statement on Form S-1 Filed March 24, 2008 File Number 333-148471 Dear Dr. Seymour:
We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation.
Amendment No. 1 to Registration Statement on Form S-1
General 1. Please explain the discrepancy between the numbe r of shares you seek to register in your “Calculation of Registration Fee” table and the number of shares you seek to register in your “Selling Security Holders” table. We note that your “Calcu lation of Registration Fee” table seeks to register 3,225,000 shares of common stock, while your “Selling Security Holders” table seeks to regi ster 4,750,000 shares of common stock. Signatures, page 67
2. We note your response to Comment 6 and reis sue the comment in part. We note that your chief executive officer and chief financ ial officer have signed this Form S-1 on behalf of the registrant and in his own capacit y, but that the Form S-1 has not been signed
Dr. Eugene Seymour NanoViricides, Inc. March 31, 2008 Page 2 by your controller or principal accounting officer in those capacities as required by Form S-1. Please revise your filing to include th e signature of your controller or principal accounting officer. If either Dr. Seymore or Dr. Diwan is also your controller or principal accounting officer, please indicate bene ath his signature that he is signing the Form S-1 in the capacity of contro ller or principal accounting officer.
* * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: • should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divisi on of Corporation Finance in connection with our review of your filing or in re sponse to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities specified in the above registration statement. We w ill act on the request and, pursuant to delegated authority, grant acceleration of the effective date. Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions.
Dr. Eugene Seymour NanoViricides, Inc. March 31, 2008 Page 3 S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Peter Campitiello, Esq. Tarter Krinsky & Drogin LLP 1350 Broadway New York, NY 10018
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Mail Stop 6010 March 31, 2008 Dr. Eugene Seymour Chief Executive and Financial Officer NanoViricides, Inc. 135 Wood Street, Suite 205 West Haven, CT 06516
Re: NanoViricides, Inc.
Amendment No. 1 to Registra tion Statement on Form S-1
Filed March 24, 2008 File Number 333-148471
Dear Dr. Seymour:
We have reviewed your filing and have th e following comments. Where indicated, we
think you should revise your document in response to these comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanation.
Amendment No. 1 to Registration Statement on Form S-1
General
1. Please explain the discrepancy between the numbe r of shares you seek to register in your
“Calculation of Registration Fee” table and the number of shares you seek to register in
your “Selling Security Holders” table. We note that your “Calcu lation of Registration
Fee” table seeks to register 3,225,000 shares of common stock, while your “Selling
Security Holders” table seeks to regi ster 4,750,000 shares of common stock.
Signatures, page 67
2. We note your response to Comment 6 and reis sue the comment in part. We note that
your chief executive officer and chief financ ial officer have signed this Form S-1 on
behalf of the registrant and in his own capacit y, but that the Form S-1 has not been signed
Dr. Eugene Seymour
NanoViricides, Inc. March 31, 2008 Page 2
by your controller or principal accounting officer in those capacities as required by Form
S-1. Please revise your filing to include th e signature of your controller or principal
accounting officer. If either Dr. Seymore or Dr. Diwan is also your controller or
principal accounting officer, please indicate bene ath his signature that he is signing the
Form S-1 in the capacity of contro ller or principal accounting officer.
* * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision. Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date. Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.
Dr. Eugene Seymour
NanoViricides, Inc. March 31, 2008 Page 3
S i n c e r e l y ,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r cc: Peter Campitiello, Esq. Tarter Krinsky & Drogin LLP 1350 Broadway New York, NY 10018