UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | o Form 10-K | o Form 20-F | o Form 11-K | x Form 10-Q | o Form N-SAR |
For Period Ended: December 31, 2014
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: _________________________________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
NanoViricides, Inc.
Full Name of Registrant
135 Wood Street, Suite 205
Address of Principal Executive Office (Street and Number)
West Haven, Connecticut 06516
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed period.
The Registrant (“we” or “us” or “our”) has been unable to complete all aspects of its Form 10-Q for the period ending December 31, 2014, on or prior to, the prescribed due date. Due primarily to our recent change in independent public accounts and the reclassification of certain anti-dilution provisions of our outstanding warrants as derivative liabilities, we require additional time to complete these activities. The registrant expects to file the Form 10-Q on or before the extended deadline of February 23, 2015.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this notification.
| Eugene Seymour | (203) 937-6137 | |
| (Name) | (Area Code) (Telephone Number) |
(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes o No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o Yes x No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
NanoViricides, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: February 17, 2015 | |||
| By: | /s/ Eugene Seymour | ||
| Eugene Seymour, Chief Executive | |||
| Officer | |||