form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 12, 2009
NANOVIRICIDES,
INC.
Nevada
|
000-1379006
|
76-0674577
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
|
135
Wood Street, Suite 205
West
Haven, Connecticut
|
06516
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(203)
937-6137
|
(Registrant's
Telephone Number, Including Area
Code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
¨
|
Written communications pursuant
to Rule 425 under the Securities Act of 1933 (17 CFR
230.425)
|
¨
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 12, 2009, Holtz Rubenstein Reminick LLP (“HRR”) was dismissed as the
independent accountant of NanoViricides, Inc. (the “Company”). The
Board of Directors acting in the capacity of an audit committee approved the
dismissal of HRR.
HRR’s
reports on the Company’s financial statements for the years ended June 30, 2008
and 2007 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles except that the reports for both years indicated that the Company is
in the development stage, has suffered significant operating losses, and is
dependent upon its stockholders to provide sufficient working capital to meet
its obligations and sustain its operations. Accordingly, such reports
indicated that there was substantial doubt as to the Company’s ability to
continue as a going concern and that the financial statements did not include
any adjustments that might result from the outcome of this
uncertainty.
During
the years ended June 30, 2008 and 2007 and through January 12, 2009, there were
no disagreements with HRR on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of HRR, would have caused it
to make reference thereto in connection with its reports on the financial
statements for such years. During the years ended June 30, 2008 and
2007 and through January 12, 2009, there were no matters that were either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or
a reportable event as described in Item 304(a)(1)(v) of Regulation
S-K.
The
Company provided HRR with a copy of the foregoing disclosures and requested HRR
to furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether or not HRR agrees with the disclosures. A
copy of HRR’s letter is filed as Exhibit 16.1 to this Current Report on Form
8-K.
On
January 13, 2009, the Company’s Board of Directors acting in the capacity of an
audit committee engaged Li & Company, PC (“Li”) as the Company’s new
independent accountant to act as the principal accountant to audit the Company’s
financial statements. During the Company’s fiscal years ended June 30, 2008 and
2007 and through January 7, 2009, neither the Company, nor anyone acting on its
behalf, consulted with Li regarding the application of accounting principles to
a specific completed or proposed transaction or the type of audit opinion that
might be rendered on the Company’s financial statements, and no written report
or oral advice was provided that Li concluded was an important factor considered
by the Company in reaching a decision as to any such accounting, auditing or
financial reporting issue.
Item
9.01. Financial Statements and Exhibits.
Exhibit
|
|
Letter
to the Securities and Exchange Commission from Holtz Rubenstein Reminick
LLP regarding the matters disclosed in Item 4.01 of this Current Report on
Form 8-K
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 12, 2009
|
NANOVIRICIDES,
INC.
|
|
|
|
|
|
By
|
/s/ Anil Diwan
|
|
|
|
Anil
Diwan, President, Chairman
|
|