SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Exchange Act of 1934
Shelton, Connecticut 06484
19, 2018
To Be Held on December 8, 2017
November 30, 2018
3.
We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet allows us to provide our stockholders with the information they need, while reducing our printing and mailing costs and the environmental impact of our Annual Meeting. The Notice of Internet Availability of Proxy Materials (the “Notice”) that you received in the mail contains instructions on how to access this proxy statement and the 20172018 Annual Report and vote online. The Notice also includes instructions on how you can request a paper copy of the annual meeting materials. If you want more information, please see the Questions and Answers section of this proxy statement or visit the Annual Stockholders Meeting section of our Investor Relations web site. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement as well as in the Notice you received in the mail.
Shelton, Connecticut 06484
DECEMBER 8, 2017
3.
In addition, holders of Series A Conferred Preferred Stock (the “Series A Shares”) are entitled to vote on matters which the common shareholders are entitled to vote. Each Series A Share carries 9 votes. There are currently 4,531,394 Series A preferred shares outstanding.
Proposals 1, 2, 3 or 4.
| Why am I receiving this proxy statement? | | | You are receiving this proxy statement from us because you were a stockholder of record at the close of business on the record date of October | |
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| Who is entitled to attend and vote at the meeting? | | | Only holders of record of shares of our common stock at the close of business on October | |
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| How many shares are outstanding? | | | On the Record Date, | |
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How many shares must be present or represented to conduct business at the meeting (that is, what constitutes a quorum)? | | | The presence at the Annual Meeting, in person or represented by proxy, of the holders of at least a majority of the shares of our common stock, issued and outstanding on the record date and entitled to vote at the Annual Meeting, will constitute a quorum for the transaction of business. If, however, a quorum is not present, in person or represented by proxy, then either the chairman of the Annual Meeting or the stockholders entitled to vote at the Annual Meeting may adjourn the Annual Meeting until a later time. | ||
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| What items of business will be voted on at the meeting? | | | The items of business to be voted on at the Annual Meeting are as follows: | |
| | | | To | |
| | | | To approve the Company’s Executive Equity Incentive Plan (Proposal 2); | |
| | | | To approve an award of warrants to purchase 250,000 shares of common stock to Dr. Eugene Seymour in connection with his separation of employment. | |
| | | | To approve an award of 525,000 shares of Series A Convertible Preferred Stock to Dr. Anil Diwan in connection with the extension of his employment as the Company’s President (Proposal 4). | |
| | | | To ratify the appointment of | |
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| | | | To transact such other business as may properly come before the Annual Meeting, including to consider any procedural matters incident to the conduct of the Annual Meeting, such as the postponement of the Annual Meeting in order to solicit additional proxies to vote in favor of the matters presented at the Annual Meeting. | |
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| What happens if additional matters are presented at the meeting? | | | The only items of business that our Board of Directors intends to present at the Annual Meeting are set forth in this proxy statement. As of the date of this proxy statement, no stockholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the Annual Meeting. If any other matter or matters are properly brought before the Annual Meeting, the person(s) named as your proxyholder(s) will have the discretion to vote your shares on the matters in accordance with their best judgment and as they deem advisable. | |
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How does the Board of Directors recommend that I vote? | | | Our Board of Directors recommends that you vote your shares “FOR” the election of each director nominee, “FOR” the approval of the Company’s Executive Equity Incentive Plan, “FOR” the approval of the equity compensation awards to Dr. Seymour and Dr. Diwan, and “FOR” the ratification of the appointment of Eisner Amper LLP | |
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What shares can I vote at the meeting? | | | You may vote all of the shares you owned as of October | |
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| | Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Corporate Stock Transfer, Inc., you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to vote in person at the Annual Meeting or direct the proxyholder how to vote your shares on your behalf at the Annual Meeting by fully completing, signing and dating the enclosed proxy card and returning it to us in the enclosed postage-paid return envelope. | | |
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| | Beneficial Owner. If your shares are held in a brokerage account or by a trustee or another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are | |
| | | | being forwarded to you together with a voting instruction card by your broker, trustee or other nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee to vote your shares as you instruct in the voting instruction card. The broker, trustee or other nominee may either vote in person at the Annual Meeting or grant a proxy and direct the proxyholder to vote your shares at the Annual Meeting as you instruct in the voting instruction card. You may also vote in person at the Annual Meeting, but only after you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote your shares at the Annual Meeting. Your broker, trustee or nominee has enclosed or provided a voting instruction card for you to use in directing the broker, trustee or nominee how to vote your shares. | |
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How can I vote my shares without attending the Annual Meeting? | | | As discussed previously, whether you hold shares directly as the stockholder of record or as a beneficial owner, you may direct how your shares are voted without attending the Annual Meeting by completing and returning the enclosed proxy card or voting instruction card. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can vote by mail, telephone or the Internet pursuant to instructions provided on the proxy card provided to you with your printed proxy materials. If you provide specific instructions with regard to items of business to be voted on at the Annual Meeting, your shares will be voted as you instruct on those items. Proxies properly signed, dated and submitted to us that do not contain voting instructions and are not revoked prior to the Annual Meeting will be voted “FOR” each nominee for director set forth herein, “FOR” the approval of the Company’s Executive Equity Incentive Plan, “FOR” the approval of a grant of warrants to Dr. Seymour, “FOR” the approval of a grant of Series A Convertible Preferred Shares to Dr. Diwan, and “FOR” the ratification of the appointment of Eisner Amper LLP. | |
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How can I vote my shares in person at the meeting? | | | Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. You should be prepared to present the Admission Ticket attached to the proxy card and photo identification for admittance. Please also note that if you are not a stockholder of record but hold shares through a broker, trustee or nominee, you will need to provide proof of beneficial ownership as of the record date, such as your most recent brokerage account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. The Annual Meeting will begin promptly at 10:00 a.m. (local time). Reception and check-in will begin at 9:30 a.m. Even if you plan to attend the Annual Meeting, we recommend that you also complete, sign and date the enclosed proxy card or voting instruction card and return it promptly in the accompanying postage-paid return envelope in order to ensure that your vote will be counted if you later decide not to, or are unable to, attend the Annual Meeting. | |
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Can I attend the meeting via the Internet? | | | Stockholders may also attend our Annual Meeting via the Internet at www.virtualshareholdermeeting.com/ | ||
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| Can I change my vote or revoke my proxy? | | | You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date, which automatically revokes the earlier proxy, by providing a written notice of revocation to our Corporate Secretary prior to your shares being voted, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. | |
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| | | | You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date, which automatically revokes the earlier proxy, by providing a written notice of revocation to our Corporate Secretary prior to your shares being voted, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. | |
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| | | | If you are a beneficial owner, you may change your vote by submitting a new voting instruction card to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person. | |
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| Is my vote confidential? | | | Proxy cards, voting instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, except as required by law to Corporate Stock Transfer, Inc., our transfer agent, to allow for the tabulation of votes and certification of the vote, and to facilitate a successful proxy solicitation. | |
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How are votes counted and what vote is required to approve each item? | | | Each outstanding share of our common stock entitles the holder to one vote per share on each matter considered at the Annual Meeting. In addition, each Preferred Series A Share votes at the rate of 9 votes per share. Stockholders are not entitled to cumulate their votes in the election of directors or with respect to any matter submitted to a vote of the stockholders. | ||
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| Proposal No. 1 | | | The election of directors requires a plurality of the votes cast for the election of directors and, accordingly, so long as a quorum is present, if each director nominee receives a majority of affirmative “FOR” votes at the Annual Meeting, he will be elected to serve as director. | |
| | | | You may vote either “FOR” or “WITHHOLD” your vote for each director nominee. A properly executed proxy marked “WITHHOLD” with respect to the election of a director will not be voted with respect to the director indicated, although it will be counted for purposes of determining whether there is a quorum. | |
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Proposal No. 2 | | | Our Board of Directors is submitting the Executive Equity Incentive Plan to our stockholders for approval. To comply with the requirements of the Exchange, we are requesting the approval of the Executive Equity Incentive Plan by the affirmative vote of a majority of the votes cast. You may vote either “FOR” or “AGAINST” approval of the plan, or you may abstain. A properly executed proxy marked “ABSTAIN” with respect to the ratification of the plan will not be voted with respect to such ratification, although it will be counted for purposes of determining both whether there is a quorum and the total number of votes cast with respect to the proposal and will thus have the same effect as a vote “AGAINST” the proposal. | | |
| Proposal No. 3 | | | Our Board of Directors has approved an award of warrants to purchase 250,000 shares of our common stock to Dr. Eugene Seymour in connection with his separation from employment with the Company. We are required to submit the proposal to our stockholders for approval under Exchange rules. You may vote either “FOR” or “AGAINST” approval of the award, or you may abstain. A properly executed proxy marked “ABSTAIN” with respect to the ratification of the award will not be voted with respect to such ratification, although it will be counted for purposes of determining both whether there is a quorum and the total number of votes cast with respect to the proposal and will thus have the same effect as a vote “AGAINST” the proposal. | |
| Proposal No. 4 | | | Our Board of Directors has approved an award of 525,000 shares of the Company’s Series A Convertible Preferred Stock to Dr. Anil Diwan in connection with his Employment Agreement. We are required to submit the proposal to our stockholders for approval under Exchange rules. You may vote either “FOR” or “AGAINST” approval of the award, or you may abstain. A properly executed proxy marked “ABSTAIN” with respect to the ratification of the award will not be voted with respect to such ratification, although it will be counted for purposes of determining both whether there is a quorum and the total number of votes cast with respect to the proposal and will thus have the same effect as a vote “AGAINST” the proposal. | |
| Proposal No. 5 | | | Stockholder ratification of the appointment of | |
| | | | both whether there is a quorum and the total number of votes cast with respect to the proposal and will thus have the same effect as a vote “AGAINST” the proposal. If the stockholders fail to ratify the appointment, our Board of Directors will reconsider whether or not to retain that firm. | |
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What is a “broker non-vote”? | | | Under the rules that govern brokers and banks who have record ownership of our shares of common stock that are held in street name for their clients such as you, who are the beneficial owners of the shares, brokers and banks have the discretion to vote such shares on routine matters. For non-routine matters, brokers and banks do not have such discretion, resulting in a broker non-vote. | ||
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| How are “broker non-votes” counted? | | | Broker non-votes will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business, but they willnot be counted in tabulating the voting result for any particular | |
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How are abstentions counted? | | | If you return a proxy card that indicates an abstention from voting on one or more proposals, the shares represented by your proxy will be counted as present for the purpose of determining both the presence of a quorum and the total number of votes cast with respect to a proposal (other than the election of directors), but they will not be counted in tabulating the voting results for any particular proposal. As a result, an abstention will have the same effect as a vote against a proposal (other than the election of directors). | |
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What happens if the meeting is adjourned? | | | If our Annual Meeting is adjourned to another time and place, no additional notice will be given of the adjourned meeting if the time and place of the adjourned meeting is announced at the Annual Meeting, unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting, we may transact any items of business that might have been transacted at the Annual Meeting. | ||
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| What should I do in the event that I receive more than one set of proxy materials? | | | You may receive more than one set of these proxy solicitation materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. In addition, if you are a stockholder of record and your shares are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted. | |
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| Who is soliciting my vote and who will bear the costs of this solicitation? | | | The enclosed proxy is being solicited on behalf of our Board of Directors. We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement. In addition to solicitation by mail, our directors, officers and employees may also solicit proxies in person, by telephone, by electronic mail or by other means of communication. We will not pay any additional compensation to our directors, officers or other employees for soliciting proxies. Copies of the proxy materials will be furnished to brokerage firms, banks, trustees, custodians and other nominees holding beneficially owned shares of our common stock, | |
| | | | who will forward the proxy materials to the beneficial owners. We may, at our discretion, reimburse brokerage firms, banks, trustees, custodians and other agents for the costs of forwarding the proxy materials. Our costs for forwarding proxy materials will not be significant. | |
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| Where can I find the voting results of the meeting? | | | We will publish the final voting results in a Current Report on Form 8-K that we expect to file within four business days after the meeting. | |
DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Owner(1) | | | Percent of Class | | ||||||
TheraCour Pharma, Inc.(2) 1 Controls Drive Shelton, CT 06484 | | | | | 9,419,170 | | | | | | 13.7% | | |
Anil Diwan(2)(3) 1 Controls Drive Shelton, CT 06484 | | | | | 2,005,367 | | | | | | 2.9% | | |
Irach Taraporewala(4) 1 Controls Drive Shelton, CT 06484 | | | | | 0 | | | | | | 0% | | |
Mukund Kulkarni 1 Controls Drive Shelton, CT 06484 | | | | | 46,234 | | | | | | 0.06% | | |
Stanley Glick 1 Controls Drive Shelton, CT 06484 | | | | | 50,875 | | | | | | 0.07% | | |
Meeta Vyas(5) 1 Controls Drive Shelton, CT 06484 | | | | | 147,021 | | | | | | 0.21% | | |
All Directors and Executive Officers as a Group (6 persons) | | | | | 11,668,667 | | | | | | 17% | | |
Other 5% Holders | | | | | | | | | | | | | |
Milton Boniuk(6) 1111 Herman Drive, Unit 29E Houston, TX 77004 | | | | | 7,824 | | | | | | 11.4% | | |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner (1) | Percent of Class | ||||||
TheraCour Pharma, Inc.(2) 135 Wood Street West Haven, CT 06516 | 9,619,170 | 15.19 | % | |||||
Anil Diwan (2) (3) 135 Wood Street West Haven, CT 06516 | 2,005,367 | 3.17 | % | |||||
Eugene Seymour (4) 135 Wood Street West Haven, Connecticut 06516 | 1,083,813 | 1.71 | % | |||||
Milton Boniuk (5) 135 Wood Street West Haven, CT 06516 | 2,728,932 | 4.53 | % | |||||
Mukund Kulkarni 135 Wood Street West Haven, CT 06516 | 150,662 | 0.24 | % | |||||
Stanley Glick 135 Wood Street West Haven, CT 06516 | 34,283 | 0.05 | % | |||||
Meeta Vyas (6) 135 Wood Street West Haven, CT 06516 | 147,021 | 0.23 | % | |||||
All Directors and Executive Officers as a Group (7 persons) | 15,769,248 | 24.27 | % |
(1)
(5)
(6) Includes 26,001 shares held by Connect Capital LLC, over which Ms. Vyas holds voting and dispositive power. Does not include 126,027 shares of Series A Preferred Stock.
ELECTION OF DIRECTORS
Milton Boniuk, MD, age 84, is an astute and highly successful businessman and entrepreneur, in addition to being an accomplished eye surgeon, educator, and administrator. Dr. Boniuk is a renowned eye surgeon in private practice who specializes in Ocular Oncology and Oculoplastics. He is also the Caroline F. Elles Chair of Ophthalmology at the Alkek Eye Center at the Baylor College of Medicine. Dr. Boniuk has been a long term investor and strong supporter of NanoViricides, Inc. Dr. Boniuk is also well known for his philanthropic endeavors. Most recently, he gave $28.5M to Rice University to establish The Boniuk Institute for the Study and Advancement of Religious Tolerance, following up on a previous $5M gift for this cause. Dr. Boniuk earned his MD at the Dalhousie University, Halifax, Nova Scotia, Canada, followed by an internship at the Victoria General Hospital, Halifax, Nova Scotia, Canada, and Residency at the Center for Ophthalmology, Jefferson Medical College - Wills Eye Hospital, Philadelphia, PA. In addition, he served a Fellowship in Ophthalmic Pathology at the world-renowned Armed Forces Institute of Pathology, Washington, D.C. Dr. Boniuk has made significant contributions in cataract surgery, glaucoma, corneal dystrophies, retinal diseases and surgery. He is a nationally and internationally recognized expert in the pathology and surgical management of orbital and intra-ocular tumors. His description of the ocular pathology of the congenital rubella syndrome in 1967 was a landmark publication. Of note, Dr. Boniuk has made substantial medical contributions in areas that are of great significance to the Company, such as ocular adenoviral infections, that cause epidemic kerato-conjunctivitis (EKC). The Company has developed a drug candidate for EKC infection that was successfully tested in rabbits. These animals serve as a surrogate for the viral disease in human eyes. The Company concluded Dr. Boniuk’s experience plus business acumen render him qualified to serve as a member of its Board of Directors.
The affirmative vote
Directors Continuing in Office until 2018 Annual Meeting of Stockholders
EXECUTIVE EQUITY INCENTIVE PLAN.
Stanley Glick, CPA,age 80, was appointed as an independent Director and as chairrules of the Audit CommitteeExchange, we are required to obtain the approval of our shareholders prior to issuing the Series A Shares.
the Company.
5
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
RATIFICATION OF THE APPOINTMENT OF EISNER AMPER LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JUNE 30, 2018.
2019.
Fiscal 2017 | Fiscal 2016 | |||||||
Audit Fees | $ | 219,477 | $ | 159,000 | ||||
Audit Related Fees | - | - | ||||||
Tax Fees | - | - | ||||||
All Other Fees | - | - | ||||||
Total | $ | 219,477 | $159,000- |
| | | Fiscal 2018 | | | Fiscal 2017 | | ||||||
Audit Fees | | | | $ | 162,000 | | | | | $ | 156,000 | | |
Audit Related Fees | | | | | — | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total | | | | $ | 162,000 | | | | | $ | 156,000 | | |
Board Committees
Director | | Audit Committee | | Compensation Committee | | Nominating Committee | | ||||||||||||||
Anil Diwan | | | — | | | — | | | — | ||||||||||||
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Stanley Glick | | | Chairman | | | | | Member | | | | | | Member | | | |||||
Mukund Kulkarni | | | | | Member | | | Chairman | | ||||||||||||
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the 2018 fiscal year.fivefour (4) times during the 20172018 fiscal year.fivethree (3) times during 2017.
Among the factors the Nominating Committee considers when determining persons to be nominated include whether such individuals are actively engaged in business endeavors, have an understanding of financial statements, corporate budgeting and capital structure, are familiar with the requirements of a publicly traded company, are familiar with industries relevant to our business endeavors, are willing to devote significant time to the oversight duties of the Board of Directors of a public company, and are able to promote a diversity of views based on the person’s education, experience and professional employment. The Nominating Committee evaluates each individual in the context of the Board of Directors as a whole, with the objective of recommending a group of persons that can best implement our business plan, perpetuate our business and represent stockholder interests. The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board of Directors needs that arise from time to time.
the 2018 fiscal year.
Board of Directors Leadership Structure and Risk Oversight
Adverse Proceedings
Name | | Age | |||||
| | Position | | ||||
Anil Diwan, PhD. | | 59 | | | President, Chairman of the Board of Directors | | |
| 62 | | | Chief Executive Officer | | ||
Meeta Vyas | | 59 | | | Chief Financial Officer | |
Meeta Vyas, SB, MBA, age 58,59, has been President and the Chairman of the Board of Directors of the Company since consummation of the merger on June 1, 2005. Dr. Diwan simultaneously therewith and since its formation, has also served as the Chief Executive Officer and Director of AllExcel, Inc. (from 1995 to the present) and TheraCour Pharma, Inc. (from 2004 to the present) and is the original inventor of the technologies licensed to NanoViricides Inc., as well as the TheraCour polymeric micelle technologies and products based on them. Since 1992, he has researched and developed TheraCour nanomaterials. Dr. Diwan was the first to propose the development of novel pendant polymers for drug delivery that led to an explosion of research in pharmacological applications of polymeric micelles. Anil has won over 12 NIH SBIR grants. Dr. Diwan holds several issued patents, and three PCT international patent applications in various stages of prosecution in a number of countries, and, and has made intellectual property depositions of several additional patentable discoveries with the patent attorney. Dr. Diwan has held several scholastic distinctions, including an All-India 9th9th rank on the Joint Entrance Examination of all IIT’s. He holds a Ph.D. in Biochemical Engineering from Rice University (1986) and B.S. in Chemical Engineering from Indian Institute of Technology (IIT) Bombay (1980). The Company concluded Dr. Diwan’s experience plus his status as creator of the Company’s technologies render him uniquely qualified to serve in these capacities.Eugene Seymour, MD, MPHage 76, has been Chief Executive Officer (CEO)from April 2010 until December 2015. During his 5 years of leadership at Ohr, he played a critical role in taking the company from preclinical stage through successful Phase II clinical trials. Dr. Taraporewala holds a Ph.D. degree in Medicinal Chemistry from the Philadelphia College of Pharmacy, University of the Sciences in Philadelphia (1984). He holds a Master of Science degree in Organic Chemistry, and a directorBachelor of the Company since consummation of the merger on June 1, 2005. From 1996 until May 2005 he has been a private investor and has held no corporate positions. During this period he formed a non-profit foundation that funded both testing and training programs for health workers in Asia and Africa. He was a consultant to the UN Global Program on AIDS and was sent to several countries, (Lithuania, Latvia, Estonia and Russia) to interact with local physicians and assist them in setting up testing programs. Dr. Seymour obtained a Master’sScience degree in Chemistry and Microbiology, both from the EpidemiologyUniversity of Infectious Diseases at UCLA in addition to his medical degree. He began clinical practice in Internal Medicine and joined the UCLA Medical School faculty. He left UCLA after two years and joined the USC faculty as Associate Professor. Dr. Seymour served in the Medical Corps of US Army Reserve during the Vietnam era and attained the rank of Major. In 1986, he was requested by the US government to establish a testing laboratory and run a large-scale surveillance program for HIV prevalence in the Hispanic population in Los Angeles. His laboratory ended up testing over 50,000 people. In 1989, he founded StatSure Diagnostic Systems, Inc. (SDS) (formerly Saliva Diagnostic Systems, Inc.), raised capital and developed the rapid HIV antibody blood test (Hema-Strip). He took the company public in 1993 as CEO and President. He left SDS in 1996. Dr. Seymour holds 8 issued patents, and is married with three children, two of whom are physicians. The Company concluded Dr. Seymour’s extensive experience in treating infectious disease and viruses, plus his public company experience, make him an ideal candidate to serve in these capacities.
Bombay, India.1758,59, is known as a strong leader with board level experience and successful achievements as a Senior Executive in a broad range of entities including publicly listed corporations, non-revenue generating entities, and medium to large size companies. Ms. Vyas has over twenty-five years of experience in performance and process improvement of both publicly listed companies and non-revenue producing entities, in areas ranging from Finance and Operations to Strategy and Management. Meeta holds the distinction of being the first Indian woman to be named CEO of a publicly listed U.S. corporation, Signature Brands, Inc., best known for “Mr. Coffee” and “Health-O-Meter” brand products. As CEO, acting COO and Vice Chairman of the Board of Signature Brands, Inc., she was responsible for the development and implementation of a turnaround plan, resulting in Signature’s return to profitability and growth. Later, as the CEO of the World-Wide Fund for Nature -— India (WWF-India) and then as a Vice President of the National Audubon Society (USA), both non-revenue generating entities, Meeta successfully raised unrestricted funding that significantly exceeded annual requirements and also instituted financial processes to measure a variety of performance metrics. Earlier in her career, she was responsible for designing the strategy and initiating the implementation plan for the highly successful information technology outsourcing program at General Electric (“GE”). Also at GE, Ms. Vyas ran GE
Name and Principal Position | Year | Salary | Bonus ($) | Stock Award(s) ($) | Option Awards(#) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Eugene Seymour, | 2017 | $ | 372,917 | $ | 75,000 | $ | 297,266 | — | $ | — | $ | 745,183 | ||||||||||||||||
CEO, Director | 2016 | $ | 345,833 | $ | 75,000 | $ | 309,344 | — | $ | — | $ | 655,177 | ||||||||||||||||
2015 | $ | 300,000 | $ | — | $ | 267,859 | — | $ | — | $ | 567,859 | |||||||||||||||||
Anil Diwan | 2017 | $ | 372,917 | $ | 75,000 | $ | 810,250 | — | $ | — | $ | 1,258,167 | ||||||||||||||||
President, Director | 2016 | $ | 345,833 | $ | 75,000 | $ | 309,344 | — | $ | — | $ | 655,177 | ||||||||||||||||
2015 | $ | 300,000 | $ | — | $ | 267,859 | — | $ | — | $ | 567,859 | |||||||||||||||||
Meeta Vyas | 2017 | $ | 129,600 | $ | — | $ | 98,964 | — | $ | — | $ | 228,564 | ||||||||||||||||
CFO | 2016 | $ | 129,600 | $ | — | $ | 123,656 | — | $ | — | $ | 253,256 | ||||||||||||||||
Appointed May 13, 2013 | 2015 | $ | 118,800 | $ | — | $ | 222,980 | — | $ | — | $ | 341,780 |
2016:
Name and Principal Position | | | Year | | | Salary | | | Bonus ($) | | | Stock Award(s) ($) | | | Option Awards (#) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Eugene Seymour, Former CEO & Director(1) | | | | | 2018 | | | | | $ | 631,250 | | | | | $ | 118,750 | | | | | $ | 121,008 | | | | | | 250,000 | | | | | $ | 63,500 | | | | | $ | 934,508 | | |
| | | 2017 | | | | | $ | 372,917 | | | | | $ | 75,000 | | | | | $ | 297,266 | | | | | | — | | | | | $ | — | | | | | $ | 745,183 | | | ||
| | | 2016 | | | | | $ | 345,833 | | | | | $ | 75,000 | | | | | $ | 309,344 | | | | | | — | | | | | $ | — | | | | | $ | 655,177 | | | ||
Anil Diwan President, Director | | | | | 2018 | | | | | $ | 397,917 | | | | | $ | 75,000 | | | | | $ | 267,143 | | | | | | — | | | | | $ | — | | | | | $ | 740,060 | | |
| | | 2017 | | | | | $ | 372,917 | | | | | $ | 75,000 | | | | | $ | 810,250 | | | | | | — | | | | | $ | — | | | | | $ | 1,258,167 | | | ||
| | | 2016 | | | | | $ | 345,833 | | | | | $ | 75,000 | | | | | $ | 309,344 | | | | | | — | | | | | $ | — | | | | | $ | 655,177 | | | ||
Meeta Vyas CFO | | | | | 2018 | | | | | $ | 129,600 | | | | | $ | — | | | | | $ | 75,381 | | | | | | — | | | | | $ | — | | | | | $ | 204,980 | | |
| | | 2017 | | | | | $ | 129,600 | | | | | $ | — | | | | | $ | 98,964 | | | | | | — | | | | | $ | — | | | | | $ | 228,564 | | | ||
| | | 2016 | | | | | $ | 129,600 | | | | | $ | — | | | | | $ | 123,656 | | | | | | — | | | | | $ | — | | | | | $ | 253,256 | | | ||
Irach Taraporewala CEO(2) | | | | | 2018 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
Name and Principal Position | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or that Have Not Vested | | | Market Value of Shares or that Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value Unearned Shares, Units Other Rights that Have Not Vested | | ||||||||||||||||||||||||
Eugene Seymour, Former CEO and Director(1) | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ||
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Anil Diwan, President and Director | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ||
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Milton Boniuk, MD | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ||
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Mukund Kulkarni | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ||
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Stanley Glick | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | ||
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Meeta Vyas | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Irach Taraporewala(2) | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Compensation Objectives
TheOn July 11, 2018, the Company and Dr. Diwan agreed Dr. Diwan would continue to serve as the Company’s President and Chairman of the Board of Directors for a term of three years. Dr. Diwan’s compensation would be $350,000 for the first yearan annual base salary of employment, $375,000 for the second year and $400,000 for the final year.$400,000. Additionally, Dr. Diwan was awarded a grant of 225,000525,000 shares of the Company’s Series A Preferred Stock that vest equally over the term of the employment agreement. Any unvested shares of Series A Preferred Stock are subject to forfeiture upon termination for cause or resignation of Dr. Diwan. The employment agreement also provides incentive bonuses of $75,000 per year payable on or before July 31, 2015, 20162018, 2019 and 2017.2020. The agreement provides for customary benefits including health and life insurance coverage, and vacation days. The agreement also provides customary terms regarding confidentiality, restrictive covenants, non-solicitation and non-disclosure.
The Company and Dr. Seymour agreed that Dr. Seymour would continue to serve as the Company’s Chief Executive Officer and Director for a term of three years. Dr. Seymour’s compensation would be $350,000 for the first year of employment, $375,000 for the second year and $400,000 for the final year. Additionally, Dr. Seymour was awarded a grant of 225,000 shares of the Company’s Series A Preferred Stock that vest equally over the term of employment agreement. Any unvested shares of Series A Preferred Stock are subject to forfeiture upon termination for cause or resignation of Dr. Seymour. The employment agreement also provides incentive bonuses of $75,000 per year payable on or before July 31, 2015, 2016 and 2017. The agreement provides for customary benefits including health and life insurance coverage, and vacation days. The agreement also provides customary terms regarding confidentiality, restrictive covenants, non-solicitation and non-disclosure.
agreements.
agreements.
On June 2, 2012, Stanley Glick, CPA was appointed as an independent member of our Board of Directors. Up until that time we did not have any independent directors on our Board of Directors, and therefore had no formal procedures in effect for reviewing and pre-approving any transactions between us, our directors, officers and other affiliates. We have used and will continue to use our best efforts to insure that all transactions are on terms at least as favorable to the Company as we would negotiate with unrelated third parties.
On February 1, 2013, Dr. Boniuk and entities over which Dr. Boniuk has voting and dispositive power subscribed for $4,000,000 of the Company’s Unsecured 8% Coupon Series B Convertible Debentures. On September 10, 2013, Dr. Boniuk and entities affiliated to him subscribed to $3,000,000 of the Company’s units issued in a registered direct offering. On July 2, 2014 the Company accepted a subscription from Dr. Boniuk to invest $5,000,000 in the Company’s Series C Convertible Debenture.
On May 13, 2013, Meeta Vyas was appointed as the Company’s Chief Financial Officer. During the term of Ms. Vyas’ service, she will be compensated on the basis of $9,000 per month and 2,572 shares of Series A Preferred Stock, also on a monthly basis. Ms. Vyas is married to Anil Diwan, the President and Chairman of the Company. On January 1, 2015 her compensation was increased to $10,800 per month.
Since April, 2016, TheraCour has not billed NanoViricides and the Company has not paid TheraCour the $25,000 monthly fixed fee that is specified in the Licensing Agreements, as the initial stocks have run out and this fee is no longer applicable.. NanoViricides has agreed to pay TheraCour for actual costs plus an additional 30% surcharge on certain portion of the actual costs. Such surcharge is customary in such contracts and is intended to cover contingencies, and related expenses including non-billable ones that may arise. TheraCour agreed that it will develop and synthesize Licensed Products, exclusively for NanoViricides, and unless such license is terminated, will not develop or synthesize Licensed products for its own sake or for others. TheraCour may terminate the License upon a material breach by us as specified in the agreement. However, the Company has the opportunity to cure the breach within 90 days of receipt of notice to terminate the License.Rabies. On February 15, 2010, the Company approvedentered into an Additional License Agreement with TheraCour Pharma, Inc. (“TheraCour”). Pursuant to the exclusive Additional License Agreement, in consideration for the issuance of 2,000,000 shares of the Company’s Series A Preferred Stock, (the “Series A Preferred”), the Company was granted exclusive licenses, in perpetuity, for technologies, developed by TheraCour, for the development of drug candidates for the treatment of Dengue viruses, Ebola/Marburg viruses, Japanese Encephalitis, viruses causing viral Conjunctivitis (a disease of the eye) and Ocular Herpes. (Ocular Herpes was included
$340,695 at June 30, 2018 and 2017 respectively.
2018.
KARD Scientific, Inc.
In June 2005, the Company engaged KARD Scientific to conduct preclinical human influenza animal (mouse) studies and provide the Company with a full history of the study and final report with the data collected. This project is on-going. NanoViricides has a fee for service arrangement with KARD. We do not have an exclusive arrangement with KARD; we do not have a contract with KARD; all work performed by KARD must have prior approval of the executive officers of NanoViricides; and we retain all intellectual property resulting from the services by KARD. Dr. Krishna Menon, the Company’s previous Chief Regulatory Officer-Consulting, a non-executive officer position, is also an officer and principal owner of KARD Scientific. The Lab fees charged by KARD Scientific for services were $0, $0 and $0, for the fiscal years ended June 30, 2017, 2016 and 2015, respectively. Dr. Menon resigned as our Chief Regulatory Officer-Consulting, a non-executive officer position, in 2014 due to personal health reasons. Dr. Randall W. Barton, our Chief Scientific Officer, has taken over the duties of Acting Regulatory Officer.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
October 11, 2017 which was untimely.
In addition, nominations or proposals not made in accordance herewith may be disregarded by the chairman of the meeting in his discretion, and upon his instructions all votes cast for each such nominee or for such proposals may be disregarded.
Chairman of the Board of Directors,
President and Secretary
E33780-P98631E52214-P12598 NANOVIRICIDES, INC. Annual Meeting of Stockholders December 8, 2017November 30, 2018 10:00 AM This proxy is solicited by the Board of Directors The undersigned stockholder of NanoViricides, Inc., a Nevada corporation, hereby acknowledges receipt of the Notice of 20172018 Annual Meeting of Stockholders and Proxy Statement with respect to the 20172018 Annual Meeting of Stockholders of NanoViricides, Inc. to be held at the Sheraton Stamford Hotel, 700 E.E Main Street, Stamford, ConnecticutCT 06901 and live via the Internet at www.virtualshareholdermeeting.com/NNVC2017NNVC2018 on Friday, December 8, 2017November 30, 2018 at 10:00 a.m. Eastern Standard Time, and hereby appoints Anil Diwan and Eugene Seymour,Irach B. Taraporewala, and each of them, proxies and attorneys-in-fact, each with power of substitution and revocation, and each with all powers that the undersigned would possess if personally present, to vote the NanoViricides, Inc. Common Stock of the undersigned at such meeting and any postponement(s) or adjournment(s) of such meeting, as set forth on the reverse side, and in their discretion upon any other business that may properly come before the meeting (and any such (postponement(s) or adjournment(s)). THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, "FOR" THE ELECTION OF THE DIRECTOR NOMINEES AND "FOR" PROPOSAL 2.PROPOSALS 2, 3, 4 AND 5. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on December 8, 2017. NANOVIRICIDES, INC.NANOVIRICIDES, INC. 1 CONTROLS DRIVE SHELTON, CT 06484 Meeting Information Meeting Type: Annual Meeting For holders as of: October 13, 2017 Date: December 8, 2017 Time: 10:00 AM EST Location: The Sheraton Stamford Hotel 700 E. Main Street Stamford, Connecticut 06901 Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/NNVC2017. You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. E33792-P98631Before You VoteHow to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 26, 2017 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/NNVC2017. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. E33793-P98631Voting ItemsThe Board of Directors recommends you vote FOR the following: 1. Re-election of each for a two-year term expiring at the 2019 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. Class I Directors Nominees: 01) Anil Diwan, Ph.D. 02) Dr. Milton Boniuk 03) Mukund Kulkarni The Board of Directors recommends you vote FOR the following proposal: 2. To ratify the appointment of Eisner Amper LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. 3. To transact such other business as may properly come before the Annual Meeting, including to consider any procedural matters incident to the conduct of the Annual Meeting, such as the postponement of the Annual Meeting in order to solicit additional proxies to vote in favor of the matters presented at the Annual Meeting. E33794-P98631 E33795-P98631