SEC Comment Letter for NANOVIRICIDES, INC. (NNVC) (CIK 0001379006) (NNVC) — Nov 6, 2014
NANOVIRICIDES, INC. (NNVC) (CIK 0001379006)
Date: Nov. 6, 2014 · CIK: 0001379006 · Accession: 0000000000-14-055479
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File numbers found in text: 333-199757
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November 6, 2014 Via E -mail Dr. Eugene Seymour Chief Executive Officer Nanoviricides, Inc. 135 Wood Street Suite 205 West Haven, Connecticut Re: Nanoviricides, Inc. Registration Statement on Form S-3 Filed October 31, 2014 File No. 333-199757 Dear Dr. Seymour : We have limited our review of your registration statement to the issue we have address ed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After revi ewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. General 1. Please amend the fee table on the cover page of the registration statement to include “units ” as a type of security that you are registering. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securitie s Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Dr. Eugene Seymour Nanoviricides, Inc. November 6, 2014 Page 2 Notwithstanding our comments, in the ev ent you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please cont act Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director cc: Via E -mail Peter Campitiello, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas New York, New York 10019