SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

On December 16, 2019, NanoViricides, Inc. (the “Registrant”) entered into an Open End Mortgage Note (the “Note”) in favor of Anil Diwan, the Registrant’s founder, Chairman and President, to loan the Registrant up to Two Million Dollars ($2,000,000) in two tranches of One Million Dollars ($1,000,000) (the “Loan”). The Note bears interest at the rate of twelve percent (12%) per annum and is secured by a mortgage granted against the Registrant’s headquarters located at 1 Controls Drive, Shelton, Connecticut (the “Mortgage”). The Note, Mortgage and the related documents contain customary terms and provisions for transactions of this type.

On December 17, 2019, the Registrant entered into a Deferred Expense Exchange Agreement (The “Agreement”) with TheraCour Pharma, Inc. (“TheraCour”), a principal shareholder of the Registrant and the developer of the technology the Registrant licenses, whereby TheraCour agreed to exchange $250,000 of the deferred development fees owed to TheraCour into 100,000 shares of the Registrant’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”). The Series A Shares vote at the rate of nine shares of common stock per each Series A Share stock and is convertible into three and one half shares of common stock only upon a change in control of the Registrant. There is no market for Series A shares. Dr. Diwan, also serves as the CEO and Director of TheraCour and owns approximately 90% of the outstanding capital stock of TheraCour.

The foregoing transactions were approved by the Registrant’s independent members of the Board of Directors, also serving as its Audit Committee. Dr. Diwan recused himself from voting and from discussions on either transaction on behalf of the Registrant.

The foregoing description of the Loan, the Mortgage, and the Agreement are qualified in their entirety by reference to the Loan, the Mortgage, and the Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. 

(d)       Exhibits

SIGNATURES

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 THEREUNTO DULY AUTHORIZED.

EXHIBIT 10.1 

OPEN END MORTGAGE NOTE

FOR VALUE RECEIVED, NANOVIRICIDES, INC. (the ''Borrower"), a Nevada corporation with a mailing address of 1 Controls Drive, Shelton, CT, 06484 promises to pay to the order of ANIL R. DIWAN, AN INDIVIDUAL having a principal address at __________________________ (the "Lender"), at such office or at such other place as the Lender may designate from time to time in writing, the principal sum of TWO MILLION AND 00/100 ($2,000,000.00) DOLLARS ("Loan") received from the Lender in two tranches of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS each pursuant to the terms of this Open End Mortgage Note ( “Note”) and the Open End Mortgage Deed of even date herewith ("Open End Mortgage") executed by the Borrower.

Capitalized terms used in this Note shall have the meaning and be construed as provided for in the Open End Mortgage unless a different meaning is set forth in this Note or clearly appears from the context of this Note. This Note, the Open End Mortgage, and any other document executed and delivered in connection with the Loan, as the same may be from time to time amended, restated, and extended, are sometimes individually referred to herein as the "Loan Document" and collectively as the "Loan Documents."

1) First Tranche of up to $1,000,000.00 to be disbursed to the Borrower after closing as follows:

2) Second Tranche of $1,000,000.00 to be disbursed to the borrower on or about January 10, 2020, as follows:

The Borrower may repay the Loan in part or in full prior to the Maturity Date at any time without penalty upon ten (10) days prior written notice to the Lender. In the event of prepayment, the interest amount actually earned shall be the only interest amount charged from the escrowed interest funds. Additional amounts charged to Borrower may include any unpaid collection costs, late charges and any applicable tax and insurance escrows.

In the event of

the Maturity Date will be accelerated and the Loan shall become due immediately, including all fees, earned interest, late charges, and other expenses as applicable, and shall be satisfied by the Borrower prior to the execution of such Change of Control or Sale of Business or of Substantial Assets without presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, all of which are hereby expressly waived by the Borrower.

Note.

This Note, and the due performance by the Borrower of all of its obligations hereunder, is secured as set forth in the Open End Mortgages, to which reference is hereby made including, but not limited, to the first and paramount mortgage lien in favor of the Lender on the real properties designated as:

1 CONTROLS DRIVE, SHELTON CONNECTICUT and more fully described in EXHIBIT “A” attached hereto and incorporated by reference (the "Real Property"), which together with such other rights, interests, and appurtenances thereto, as described in the Loan Documents, shall be deemed to be the "Mortgaged Property".

In the event that any payment of principal, applicable real estate tax or insurance escrow, or interest which is due to the Lender, but is not received by the Lender when due, and remains unpaid for ten (10) days after the due date including, without limitation, the Maturity Date or any extension thereof, in addition to and not in limitation of any other rights or remedies which the Lender may have with respect thereto under any of the Loan Documents or with respect to any Collateral, the Borrower shall pay the Lender on demand a "late charge" computed at the rate of six percent (6%) of the amount not paid to cover the extra expense and inconvenience to the Lender and ensuring payment of such delinquent amount. As to the loan with a balloon payment on the Maturity Date, the six (6%) percent late penalty shall not apply to the balloon portion of the payment; but simply to the portion representing the regularly scheduled payment. The Borrower acknowledges that its failure to pay any amount due here under within such ten (I0) day period will result in the Lender incurring additional expenses in servicing the Loan, the loss of the use of the money due, and the frustration to the Lender in meeting its loan commitments, that the damages to the Lender in connection with such late payment are extremely difficult and impractical to ascertain, and that six percent (6%) of the amount not paid within such ten (10) day period is a reasonable estimate of the damages incurred by the Lender in connection with any such late payment. The amount of any such "late charge" not paid promptly following demand thereof shall be deemed outstanding principal and payable pursuant to this note and secured by the Collateral.

In addition to any other event referred to herein, the occurrence of which, by the terms hereof, constitutes an Event of Default hereunder, the occurrence of any one or more of the following events shall, at the Lender's option, constitute an Event of Default hereunder;

Upon the occurrence of any Event of Default, the entire unpaid Principal Sum hereunder plus all interest accrued thereon plus all other sums due and payable to the Lender under the Loan Documents shall become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, all of which are hereby expressly waived by the Borrower.

In addition to the foregoing, upon the occurrence of any Event of Default the Lender may forthwith exercise singly, concurrently, successively, or otherwise any and all rights and remedies available to the Lender under any of the Loan Documents or with respect to any Collateral, or available to the Lender by law, equity, statute or otherwise including, without limitation, the right to set off any sums a) deposited by the Borrower with the Lender against the amounts due hereunder or b) posted by the Borrower or its Affiliates with the Lender as collateral for this or any other loan made by the Lender or its Affiliates to the Borrower or its Affiliates.

As to the Borrower, the term "Affiliates" shall mean the Borrower and Guarantors and any other entity in which they maintain an interest. As to the Lender, the term "Affiliates" shall mean the Lender or any of its related entities.

Cross Collateral/Cross Default: Any collateral posted by the Borrower, the Guarantors and/or their Affiliates in favor of the Lender and/or its Affiliates to secure this or any other loan shall be deemed to be additional collateral securing this Loan and vice versa and shall be subject to the remedies available to the Lender and/or its Affiliates in the event of any default by the Borrower, the Guarantors and/or their Affiliates under any loan made to them by the Lender and/or its Affiliates. A default under any loan made by the Lender and/or its Affiliates to the Borrower, Guarantors and/or their Affiliates shall constitute an Event of Default as to all loans made by the Lender and/or its Affiliates to the Borrower, Guarantors and/or their Affiliates.

JURY TRIAL WAIVER. THE BORROWER AND THE LENDER HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE BORROWER AND THE LENDER OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF, OR IN ANY WAY CONNECTED WITH THE NOTE. IT IS INTENDED THAT THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL CLAIMS, DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.

Upon an Event of Default or after the Maturity Date, whether or not the Lender has elected to accelerate the indebtedness evidenced by this Note, the Loan shall bear interest, payable on demand, at a rate of twenty percent (20%), per annum, {the "Default Rate"), but in no event more than the highest rate permitted by the applicable usury law in respect of the Borrower, until the unpaid balance of the Principal Sum, interest and any charges shall have been paid in full. Borrower acknowledges that:

Following the occurrence of any Event of Default, the Borrower shall pay to the Lender, upon demand, all reasonable costs and expenses (including all reasonable amounts paid to attorneys, accountants, real estate brokers, and other advisors employed by the Lender), incurred by the Lender in the exercise of any of its rights, remedies, or powers under any of the Loan Documents as a secured or unsecured creditor, as the case may be, of the Borrower, any general partner of the Borrower, or any Guarantor, or with respect to the Collateral with respect to such Event of Default, and any amount thereof not paid promptly following demand thereof shall be added to the principal sum hereunder and shall bear interest at the Default Rate from the date of such demand until paid in full, and shall be secured by the Collateral. In connection with and as part of the foregoing, in the event that any of the Loan Documents is placed in the hands of an attorney for the collection of any sum payable thereunder, the Borrower agrees to pay reasonable attorneys' fees for the collection of the amount being claimed under the Loan Document, as well as all costs, disbursements and allowances provided by law, the payment of which sums shall be secured by the Collateral. Nothing in this Paragraph (12) shall limit the obligation of the Borrower to pay any and all costs and expenses for which the Borrower is otherwise liable wider any of the Loan Documents.

In the event that for any reason one or more of the provisions of this Note or their application to any person or circumstance shall be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

This Note inures to the benefit of the Lender and binds the Borrower, and the parties' respective successors and assigns, and the words "the Lender" and "the Borrower" whenever occurring herein shall be deemed and construed to include such respective successors and assigns.

All notices required to be given to any of the parties hereunder shall be in writing and shall be deemed to have been sufficiently given for all purposes when presented personally to such party or sent by certified or registered mail, return receipt requested, to such party at its address set forth below:

Such notice shall be deemed to be given when received if delivered personally, or two (2) days after the date mailed if sent by certified or registered mail, return receipt requested. Any notice of any change in such address shall also be given in the manner set forth above.

Whenever the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice.

In the event the Borrower consists of more than one individual or entity, the obligations and liabilities hereunder of each of them shall be joint and several and the word "the Borrower" shall mean all or some or any of them. For purposes of this Note, the singular shall be deemed to include the plural and the neuter shall be deemed to include the masculine and feminine, as the context may require. The references herein to the Loan Documents or any one of them shall include any supplements to or any amendments of or restatements of such Loan Documents or any one of them.

All of the terms and provisions of the Loan Documents, to the extent not inconsistent herewith, are hereby incorporated herein by reference.

The captions or headings of the paragraphs in the Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note.

The proceeds of the Note are to be used for normal business purposes of the Borrower, and no portion thereof will be used for any personal, family, or household use, or investment purposes.

This Note shall be governed by and construed in accordance with the laws of the State of Connecticut without giving effect to principles applicable to conflicts of laws.

Parties acknowledge that they have had access to counsel in the construction of this Note and the Loan Documents and that no rule of construction shall apply in interpretation to the disadvantage of a party.

(Signature Page to Follow)

IN WITNESS WHEREOF, the Borrower, intending to be legally bound hereby, has executed the Note the day and year first above written.

COUNTY OF FAIRFIELD               )

On this the ____ day of December, 2019 before me, ___________________ the undersigned officer, personally appeared ___________________, who acknowledged that he is the____________, and, he as such member, being duly authorized, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as such officer, and further acknowledges same to be his and its free Act and Deed.

In witness whereof I hereunto set my hand.

EXHIBIT 10.2

OPEN END MORTGAGE DEED

To all People to Whom these Presents shall Come, Greeting:

Know Ye, That NANOVIRICIDES, INC, a NEVADA corporation authorized to do business in the State of Connecticut of 1 Controls Drive, Shelton, CT (Grantor) for the consideration of TWO MILLION and 00/00 ($2,000,000.00) DOLLARS received to its full satisfaction of ANIL R. DIWAN, of _____________________(Grantee).

DOES GIVE, GRANT, BARGAIN, SELL AND CONFIRM unto the said Grantee its successors and assigns forever, premises located in the County of Fairfield, City of Shelton, and State of Connecticut, more particularly described in Schedule "A" attached hereto and commonly known as 1 Controls Drive, Shelton, CT.

TOGETHER with all fixtures other than trade fixtures, and now or hereafter located in or on attached to or affixed to or need or intended to be used in connection with the real estate described in Schedule "A" attached thereto or any structure or improvements thereon, whether now existing or hereafter erected and any or all replacements or additions thereto, all of which are declared to be a part of the real property and covered by the lien hereof. This Mortgage shall be deemed to be a "Security Agreement".

TO HAVE AND TO HOLD the above granted and bargained premises, with the appurtenances thereof, unto the said Grantee its successors and assigns forever, to its and their own proper use and behoof.

AND ALSO, the said Grantor does for itself, its successors and assigns, covenant with the said Grantee its successors and assigns, that at and until the ensealing of these presents, it is well seized of the premises, as a good indefeasible estate in fee simple; and has good right to bargain and sell the same in manner and form as is above written; and that the same is free from all encumbrances whatsoever, except as may be above stated.

AND FURTHERMORE, that the said Grantor does by these presents bind itself and its successors forever to WARRANT AND DEFEND the above granted and bargained premises to the said Grantee its successor and assigns, against all claims and demands whatsoever, except as above stated.

THE CONDITION OF THIS DEED IS SUCH, that whereas the said Grantor is justly indebted to the Grantee in the sum of TWO MILLION and 00/00 ($2,000,000.00) DOLLARS, as is evidenced by a Promissory Note of this date made by Grantor payable to the order of the Grantee with interest at Twelve (12%) percent per annum; and.

WHEREAS, the Grantee has agreed to make the loan herein described to be paid over to the Grantor in multiple installments, as set forth in the OPEN END MORTYGAGE NOTE (the “NOTE) of even date; and

WHEREAS, the maturity date of this Mortgage is DECEMBER 16, 2020 unless extended as set forth in the Note; and

WHEREAS, the Grantee has this day advanced to the Grantor the sum of TWO HUNDRED

AND FIFTY THOUSAND and 00/00 ($250,000.00) DOLLARS; and

WHEREAS, said Loan is evidenced by a Promissory Note of this date made by Grantor payable to the order of the Grantee with interest at TWELVE (12%) percent per annum the provisions of which are incorporated hereto by reference; and

NOW THEREFORE, if the said Promissory Note shall be well and duly paid according to its tenor and the provisions of a Rider to Open End Mortgage Deed of even date, attached hereto and incorporated by reference herein, then this Deed shall be null and void otherwise to remain in full force and effect.

IN WITNESS WHEREOF, the Grantor has hereunto set its hand and sealed this 16^th day of DECEMBER, 2019.

Signed, Sealed and Delivered in presence of:

COUNTY OF FAIRFIELD             )

On this the ____ day of December, 2019 before me, ___________________ the undersigned officer, personally appeared ___________________, who acknowledged that he is the____________, and, he as such member, being duly authorized, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as such officer, and further acknowledges same to be his and its free Act and Deed.

In witness whereof I hereunto set my hand.

RIDER TO MORTGAGE

BY AND BETWEEN NANOVIRICIDES, INC. As MORTGAGOR and Anil R. Diwan, MORTGAGEE

Covering Premises: 1 CONTROLS DRIVE, SHELTON, CT

The Open End Mortgage Deed is hereby modified and supplemented. Wherever there is any conflict between this Rider and the printed part of this Mortgage, the provisions of this Rider are paramount and this Mortgage shall be construed accordingly.

1.       This Mortgage is given to collateralize the Open End Mortgage Note (the “Note”) of the Mortgagor of even date.

2.       Mortgagor agrees to bear all expenses (including reasonable attorney’s fees for legal services of every kind) of or incidental to the enforcement of any provisions hereof, or enforcement, compromise, or settlement of any of the collateral pledged hereunder, and for the curing thereof, or defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise, and will pay to Mortgagee any such expenses incurred and such expenses shall be deemed an indebtedness secured by this Mortgage and shall be collectible in like manner as the principal indebtedness secured by this Mortgage. All rights and remedies of Mortgagee shall be cumulative and may be exercised singly or concurrently. Notwithstanding anything herein contained to the contrary, Mortgagor hereby waives trial by jury.

3.        In the event any payment herein provided for shall become overdue for a period in excess of ten (10) days, late charge interest of six per centum (6%) shall become immediately due to Mortgagee as liquidated damages for failure to make prompt payment, and the same shall be secured by this Mortgage. Said late charges shall be computed from the due date after applicable grace periods, if any, to the date of payment and shall be payable with the next installment of principal and/or interest. Payment and/or acceptance of any late charges shall not constitute a waiver of any default. As to the loan with a balloon payment on the Maturity Date, the six (6%) percent late penalty shall not apply to the balloon portion of the payment; but simply to the portion representing the regularly scheduled payment.

4.       Mortgagor hereby appoints Mortgagee as its attorney-in-fact in connection with any of the personal property or fixtures covered by this Mortgage, to execute and file on its behalf any financing statements, or other statements in connection therewith with the appropriate public office. This power, being coupled with an interest, shall be irrevocable so long as this Mortgage remains unsatisfied.

5.       In the event of a condemnation, or taking in lieu thereof, by purchase or otherwise, of all or a material part of the premises by any governmental authority or agency having jurisdiction, then the entire unpaid indebtedness including any additional monies advanced hereunder shall, at the option of Mortgagee, immediately become due and payable. The condemnation, or a taking in lieu thereof, by purchase or otherwise, of the whole or any part of the premises, shall not reduce the interest provided to be paid on the indebtedness secured hereby, notwithstanding any statutory provisions to the contrary.

6.       Wherever in this Mortgage or as a matter of law it is provided that Mortgagee’s consent or approval shall not be unreasonably withheld or the actions of Mortgagee shall be reasonable, the remedy of Mortgagor, in the event Mortgagor shall claim or establish that Mortgagee has unreasonably withheld such consent or approval or has acted unreasonably, shall be limited to injunction, declaratory judgment or arbitration, and in no such event shall Mortgagee be liable for a money judgment.

7.       It is hereby mutually agreed that the time of the repayment, accelerated or otherwise, of this Mortgage, when due, as hereinbefore stated, is of unique and specific importance and financial necessity to Mortgagee and is hereby made of the essence. Should all sums due or payable under the Mortgage, or under any written extension, postponement of the due date or renewal thereof, not be promptly paid in full on or before the due date stated or accelerated as a result of default, Mortgagor shall pay and hereby agrees to pay to Mortgagee, interest at the rate which Mortgagor is permitted by law to contract or agree to pay on the unpaid balance computed from said date of maturity to the date of actual repayment but in no event greater than 20% per annum. Said interest shall become due and payable at the same time that interest payments are due under this Mortgage and shall be secured by the collateral hereunder. It is hereby understood that this provision does not constitute a consent or agreement on the part of Mortgagee to extend or postpone the time of such payment beyond the present date of maturity.

8.       Upon any default of Mortgagor in complying with or performing any warranty or covenant herein, Mortgagee may, at Mortgagee’s option, comply with or perform the same, and the cost thereof together with interest thereon at the rate which Mortgagor is permitted by law to contract or agree to pay from date of such default shall be paid by Mortgagor to Mortgagee on demand and shall be secured by this Mortgage, but in no event greater than 20% per annum.

9.       At no time shall Mortgagor be obligated or required to pay interest on the principal balance of the Note secured by this Mortgage at a rate which could subject Mortgagee to either civil or criminal liability as a result of being in excess of the maximum rate which Mortgagor is permitted by law to contract or agree to pay. If by the terms of this Mortgage, or the Note which it secures, Mortgagor is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the rate of interest shall be deemed to be immediately reduced to such maximum rate and interest payable shall be computed at such maximum rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the principal.

10.      Notwithstanding anything to the contrary herein contained, the grace period for the payment of any installment of interest is ten (10) days.

11.      The entire indebtedness together with accrued interest, all fees, late charges and other expenses shall become immediately due and payable at the option of Mortgagee upon any voluntary or involuntary sale, transfer, assignment or conveyance, or encumbrance of the property or any interest therein, or upon any sale, transfer, or assignment of any beneficial interest in Mortgagor, or a “Change of Control” of the Borrower, as defined, by reference, in the Certificate of Designation of the Preferred Series A shares of NanoViricides, Inc. without the prior written consent of Mortgagee.

12.      Mortgagee, in any action to foreclose this Mortgage or upon the actual waste to any part of the mortgaged premises, or upon the occurrence of any default shall be entitled to the appointment of a receiver as a matter of right, without regard to the value of the mortgaged premises as security for the indebtedness secured hereby, or the solvency or insolvency of any person then liable for the payment of the indebtedness.

13.     Any failure by Mortgagee to insist upon the strict performance by Mortgagor of any of the terms and provisions hereof shall not be deemed to be a waiver of any of the terms and provisions hereof, and Mortgagee, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Mortgagor of any and all of the terms and provisions of the Mortgage to be performed by Mortgagor.

14.       The validity and enforceability of this Mortgage and all transactions and questions arising hereunder, shall be construed and interpreted according to the laws of the State of Connecticut and shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Mortgage shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Mortgage.

15.       Mortgagee, its agents, or representatives shall have the right at all reasonable times to enter and inspect the mortgaged premises.

16.       Mortgagor covenants, represents and warrants, to the best of its knowledge and belief, that the mortgaged premises and any buildings and improvements thereon are and shall continue to be (i) free of toxic waste, asbestos and other hazardous materials and (ii) in compliance with all applicable laws, rules, regulations or orders pertaining to health, the environment or hazardous materials. Failure or refusal by Mortgagor to cure any such condition, upon notice shall be a default under this Mortgage.

17.       Mortgagor covenants, represents and warrants that, to the best of its knowledge and belief, the use of the property complies with all laws, ordinances, regulations and requirements of all governmental bodies having jurisdiction over the mortgaged premises.

18.      INTENTIONALLY OMITTED

19.       Any provision in this rider or in this Mortgage to the contrary notwithstanding, in the event Mortgagee shall not escrow for taxes, Mortgagor shall furnish to the holder of this Mortgage proof of payment of real estate taxes and water and sewer charges assessed against the premises within five (5) days of request of Mortgagee after the same are due and payable. Proof of payment shall be by receipted bills from the payee.

20.       Any payment made in accordance with the terms of this Mortgage by any person at any time liable for the payment of the whole or any part of the sums now or hereafter secured by this Mortgage, or by any subsequent owner of the mortgaged premises, or by any other person whose interest in the premises might be prejudices in the event of a failure to make such payment, or by any other person whose interest in the premises might be prejudiced in the event of a failure to make such payment, or by any stockholder, officer or director of a corporation which at any time may be liable for such payment or may own or have such an interest in the premises, shall be deemed, as between Mortgagee and all persons who at any time may be liable as aforesaid or may own the premises, to have been made on behalf of all such persons.

21.       Mortgagor covenants and agrees that in the event any check tendered by Mortgagor, or on behalf of Mortgagor, in payment of any of the obligations of Mortgagor under this Mortgage or the Note secured hereby is returned unpaid by the Bank upon which such payment is drawn, then in such event, Mortgagor shall pay to Mortgagee the Bank fees imposed upon such returned check and a fee of twenty five ($25.00) dollars to reimburse Mortgagee for the administrative expenses incurred by Mortgagee on account of such returned check. Such fee shall be paid with the next payment due under the terms of this Mortgage or the Note secured hereby. Any default in the payment of such fee shall be deemed a default in the payment of principal and/or interest hereunder.

22.       The Mortgage form hereof is hereby supplemented to provide that the whole of said principal sum and the interest therein shall become due at the option of the mortgagee in the following additional events: (a) non-performance by the Mortgagor of, or failure to comply with, any agreement, covenant, or condition contained in this Mortgage or any other instrument executed with respect to the premises, or (b) if any representation contained herein or in any other instrument executed in connection herewith is or shall become untrue, or (c) if the Mortgagor fails or suspends business, makes an assignment for the benefit of creditors, applies for an extension from or composition with creditors, or if a trustee, receiver, or liquidator, be appointed for the Mortgagor for any of this property, or under the provisions of any State insolvency law a petition be filed by or against the mortgagor, except that if such petition shall be filed against the Mortgagor, the Mortgagor shall have ten ( 10) days in which to cause said petition to be dismissed; (d) if any action or proceeding is commenced by any governmental authority with respect to curing violations or maintenance of the premises.

23.       The failure of Mortgagor to pay any installment of principal and/or interest on any prior or subsequent mortgage given by Mortgagor or any related entity of Mortgagor to Mortgagee or any related entity of Mortgagee on any other property or the failure of Mortgagor to otherwise comply with any of the other terms, provisions, and conditions of any other mortgage given by Mortgagor or any related entity of Mortgagor to Mortgagee or any related entity of Mortgagee shall be deemed a default in the payment of any installment of principal and/or interest under the terms of this Mortgage.

24.       Mortgagor shall promptly furnish to mortgagee copies of all notices which Mortgagor shall give to or receive from tenants of the Premises or any part thereof based upon the occurrences or alleged occurrence, of any default of defaults in the performance of leases of space by tenants occupying any portion of the Premises.

25.       Any sums advanced by Mortgagee to preserve or maintain the security of the debt shall be paid by Mortgagor to Mortgagee immediately upon demand for same, together with interest at the rate provided hereunder from the date of advance until the date of demand, and if not paid after demand or if such advance is made after default, at the default rate and any and all sums so advanced by Mortgagee either before or after foreclosure proceedings are commenced, shall be deemed to be secured by this Mortgage.

26.      a. Mortgagor will not execute an assignment of the rents, or any part thereof, from the Premises without Mortgagee’s prior written consent.

b.       Mortgagor will not execute any lease of all or a substantial portion of the premises except for actual occupancy by the lessee thereunder and will at all times promptly and faithfully perform or cause to be performed all of the covenants, conditions and agreements contained in all leases of the premises on the part of the lessor thereunder to be kept and performed and will at all times do all things necessary to compel performance by the lessee to be performed thereunder. If any such leases provides for the giving by the lessee of certificates with respect to the status of such leases, Mortgagor shall exercise its right to request such certificates within ten (10) days of any demand therefore by Mortgagee.

c.       Each future lease of the premises, or any part thereof, shall provide that, in the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, upon request of any person succeeding to the interest of Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that such successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by such lessee of its obligations under such lease, or (ii) any amendment or modification of the lease made without the consent of Mortgagee or such successor in interest. Each lease shall also provide that, upon request by such successor in interest such lessee shall execute and deliver an instrument or instruments confirming such attornment, provided mortgagor shall deliver a standard non-disturbance agreement.

d.       Mortgagor shall furnish to Mortgagee, within five (5) days after a request by Mortgagee to do so, a written statement containing the names of all lessees of the premises, the terms of their respective leases, the space occupied and the rentals payable thereunder.

27.       It shall be considered an event of default and the whole of the principal sum and the interest thereon at the rate in effect during a period of default as provided in the Note secured by this Mortgage shall become due at the option of Mortgagee:

a.       after default in the payment of any installment of principal, interest and/or tax escrow, payments required under the terms of the Mortgage Note or this Mortgage within ten (10) days of the date the same is due;

b.       after default in payment of any tax assessment for Ten (10) days after the same is due and payable;

c.       after default upon notice in keeping in force the insurance required herein;

d.       after default upon notice and demand either in delivering the polices of insurance herein described or referred to or in reimbursing Mortgagee for premiums paid on insurance, as herein provided;

e.       after default for ten (10) days upon notice and demand in the payment of any installment which may then be due or delinquent of any assessment for local improvement for which an official bill has been issued by the appropriate authorities and which may now or hereafter affect the premises and may be or become payable in installments;

f.       upon the actual waste, removal or demolition of, or material alteration to, any part of the premises or any of the personal property inside the premises;

g.       upon the election by Mortgagee to accelerate the maturity date of said principal sum pursuant to the provisions of said Note or of any other instrument which may be held by Mortgagee as additional security for said Note;

h.       the insolvency or inability of Mortgagor to pay its debts as they mature or the appointment of a receiver, trustee, custodian or other fiduciary of for any of the property of or an assignment for the benefit of creditors by, or the making of or entering into a trust mortgage or deed or other instrument of similar import for the benefit of creditors generally by Mortgagor; or the convening of a meeting of the creditors or the selection of a committee representing the creditors of Mortgagor; or

i.       The filing of a petition, complaint, motion or other pleading seeking any relief under any receivership, insolvency or debtor relief law, or seeking any readjustments of indebtedness, reorganization, composition, extension or any similar type or relief, or the filing of a petition, complaint or other motion under any chapter of the United States Bankruptcy Code (hereinafter referred to as the “Code”) as the same now exists or may hereafter be amended by or against Mortgagor; or

j.       Non-performance by Mortgagor of any agreement, covenant or condition contained in this mortgage or any other instrument executed with respect to the premises.

k.       Non-performance by Mortgagor of any agreement, covenant or condition contained in any agreement with the Mortgagee.

28       This is an "Open-End Mortgage" under Section 49,2(c) of the Connecticut General Statutes, as amended, and the holder hereof shall have all of the rights, powers and protection for which the holder of any Open-End Mortgage is entitled under Connecticut law. Upon request the Grantee may, in its discretion, make future advances to the Grantor. Any future advance, and the interest payable thereon, shall be secured by this Mortgage when evidenced by a Promissory Note stating that the. Note is secured hereby. At no time shall the principal amount of the debt secured by this Mortgage exceed the original principal amount of the Note, nor shall the maturity of any future advance secured hereby extend beyond the date the final principal payment is due on the Note. I

29.      In the event Mortgagee obtains a Judgment of Foreclosure, a reasonable legal fee to be set by the Superior Court and the costs and expenses of the action shall be payable by Mortgagor and shall constitute part of the principal obligation hereunder.

COUNTY OF FAIRFIELD          )

On this the ____ day of December, 2019 before me,                                       the undersigned officer, personally appeared ___________________, who acknowledged that he is the____________, and, he as such member, being duly authorized, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as such officer, and further acknowledges same to be his and its free Act and Deed.

In witness whereof I hereunto set my hand.

Exhibit 10.3

DEFERRED Expense EXCHANGE AGREEMENT

This DEFERRED EXPENSE EXCHANGE AGREEMENT (this “Agreement”), is entered into as of December 17, 2019 (“Execution Date”), by and between NanoViricides, Inc., a Nevada corporation (the “Company”) and TheraCour Pharma, Inc., a Connecticut corporation (“TheraCour”) (collectively, the “Parties”).

WHEREAS, pursuant to various license agreements between the Parties, the Company is required to pay TheraCour certain amounts as incurred and billed periodically as development costs and fees for development work performed by TheraCour on behalf of the Company (the “Development Costs and Fees”);

WHERAS, the Company and TheraCour entered into a Deferral Agreement on October 2, 2018, to defer a portion equal to $25,000 per month from the actual amounts of development costs and fees, beginning in July 2018, and, through extension agreements dated May 9, 2019 and September 24, 2019 extended the continuation of said monthly deferrals, cumulatively, through December 31, 2019;

WHEREAS, as of the date of this Agreement, the Company is indebted to TheraCour in the aggregate amount of $450,000 through and including December 31, 2019, solely for the deferred portion of the development costs and fees (the “Accrued Expenses”); and

WHEREAS, TheraCour has proposed and the Company has agreed that TheraCour exchange a portion of the Accrued Expenses in the amount of $250,000 (the “Reduction Amount”) for 100,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) (the “Exchange Shares”).

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties hereto hereby agree as follows:

1.             Debt Conversion.

(a)               TheraCour agrees, subject to the conditions set forth herein, to exchange the amount of Reduction Amount (“Debt Conversion”) it is owed under the said Deferral Agreements for the Exchange Shares, to be owned by TheraCour.

(b)               The Parties shall use best efforts to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, the Parties: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by the Parties, (ii) shall use best efforts to obtain any consent (if any) reasonably required to be obtained, and (iii) shall use best efforts to satisfy any conditions precedent to the consummation of this Agreement and to effectuate the Debt Conversion. The Company shall pay any applicable fees and costs, including reasonable legal fees, associated with same.

(c)               Upon the issuance of the Exchange Shares, to be held on the Execution Date, the amount the Company is indebted to TheraCour for Accrued Expenses shall be reduced by the amount of Reduction Amount as provided herein.

(d)               The Company hereby agrees to defend and indemnify TheraCour and each of the officers or agents of TheraCour as of the date of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on the transactions contemplated in this Agreement.

2.             Representations And Warranties Of The Company. The Company hereby represents and warrants to TheraCour as follows:

(a)               The Exchange Shares, and the shares of the Company’s Common Stock underlying the Exchange Shares respectively, are and will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. The Exchange Shares will be “restricted securities” as defined under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(b)               The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken (including obtaining the consent of any security holder of the Company), and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms and does not conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to which the Company or its subsidiaries is a party.

(c)               None of the Company’s Articles of Incorporation, as amended, or Bylaws, any agreement to which the Company is a party, or the laws of Nevada, or New York, restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or would limit any of TheraCour’s rights following consummation of the transactions contemplated by this Agreement.

3.             Representations, Warranties And Covenants Of TheraCour. TheraCour represents, warrants and covenants to the Company as follows:

(a)               TheraCour has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by TheraCour to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of TheraCour enforceable in accordance with its terms.

(b)               TheraCour has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company’s securities and has obtained, in its judgment, sufficient information about the Company to evaluate the merits and risks of an investment in the Company.

(c)               TheraCour is relying solely on the representations and warranties contained in Section 2 hereof, the information contained in the Company’s filing with the Securities and Exchange Commission (“SEC”) and in certificates delivered hereunder in making its decision to enter into this Agreement and consummate the transactions contemplated hereby and no oral representations or warranties of any kind have been made by the Company or its officers, directors, employees or agents to TheraCour.

(d)               TheraCour represents, warrants and agrees that (i) the Exchange Shares it receives will be acquired for investment purposes only for their own account or for the account of controlled affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that they have no present intention of selling, granting any participation in or otherwise distributing the same, (ii) it has not been formed for the specific purpose of acquiring the Exchange Shares, (iii) that it is financially sophisticated and is able to fend for itself, can bear the economic risk of the investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Exchange Shares, (iv) it is an “accredited investor” or a “qualified institutional buyer” within the meaning of current SEC rules.

(e)               TheraCour understands that the Exchange Shares it is receiving hereunder are “restricted securities” under U.S. federal securities laws inasmuch as they will be acquired by it from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Exchange Shares may be resold without registration only in certain limited circumstances. TheraCour further understands that the Exchange Shares may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the any stock exchange unless there is an effective registration statement covering the Exchange Shares or the Exchange Shares are being sold or transferred in reliance on an exemption, including without limitation Regulation S.

4.             Miscellaneous.

(a)               Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

(b)               This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement.

(c)               This Agreement shall be a contract made under and governed by the laws of the State of New York.

(d)               This Agreement shall be binding upon the Company, TheraCour and their respective successors and assigns, and shall inure to the benefit of the Company, TheraCour and their respective successors and permitted assigns.

(e)               The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person or entity.

(f)                If one or more provisions of this letter agreement are held to be unenforceable under applicable law, it shall be excluded from this letter agreement and the balance of the letter agreement shall be interpreted as if it were so excluded and shall be enforceable in accordance with its terms.

(g)               This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h)               All amendments or modifications of this Agreement and all consents, waivers and notices delivered hereunder or in connection herewith shall be in writing and executed by both parties hereto.

(i)                 This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect thereto.

(j)                 Each of the Company and TheraCour hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement and the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives or self as of the date first above written.