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NanoViricides, Inc. (NNVC) has filed a resale prospectus covering up to 2,516,339 shares of common stock issuable upon exercise of outstanding common stock purchase warrants held by a selling stockholder. The warrants have an exercise price of $1.75 per share and were issued in a July 24, 2026 registered direct offering.
The company is not selling any shares in this prospectus and will not receive proceeds from resales by the selling stockholder. NanoViricides would receive up to approximately $4.4 million in gross proceeds only if all common warrants are exercised for cash, which may or may not occur. As of August 21, 2026, there were 25,527,353 shares of common stock outstanding, which would rise to 28,043,692 shares assuming full warrant exercise. The company has no products or revenues, is a clinical-stage antiviral drug developer with lead candidate NV-387 ready for Phase II trials, and its common stock trades on NYSE American under the symbol NNVC at a last reported price of $1.34 on August 19, 2026.
NanoViricides, Inc. (NNVC) has filed a Form S-3 registering for resale up to 2,516,339 shares of common stock issuable upon exercise of outstanding Common Stock Purchase Warrants held by a selling stockholder. The warrants have an exercise price of $1.75 per share and were issued in a July 24, 2026 registered direct offering.
NanoViricides is not selling any shares in this transaction and will receive no proceeds from resales by the selling stockholder. The company would receive up to approximately $4.4 million in gross proceeds only if all such warrants are exercised for cash.
Common shares outstanding were 25,527,353 as of August 21, 2026, rising to 28,043,692 assuming full exercise of these warrants. NanoViricides is a clinical-stage antiviral developer with no revenues to date, and its most recent audited financial statements include an auditor’s explanatory paragraph about substantial doubt regarding its ability to continue as a going concern.
NanoViricides, Inc. entered into a securities purchase agreement with a single investor for a registered direct offering, selling 2,416,339 shares of common stock at $1.53 per share and pre-funded warrants for 100,000 shares at $1.52999, together with common warrants to purchase 2,516,339 shares at an exercise price of $1.75.
The pre-funded warrants are immediately exercisable at $0.00001 per share, while the common warrants become exercisable six months after issuance and expire five and one-half years from that date. The offering closed on July 27, 2026, generating approximately $3.8 million in gross proceeds before fees, to be used for working capital, capital expenditures, research and development, clinical trials, and potential acquisitions and other strategic purposes. The company agreed to a 60-day restriction on additional equity issuances (with limited exceptions), 30-day lock-ups for its chief executive officer and principal stockholder, and to file a resale registration for warrant shares within 30 days of closing, while paying a 7.0% placement fee and up to $50,000 of placement agent expenses.
NanoViricides, Inc. is conducting a registered direct offering of 2,416,339 shares of common stock at $1.53 per share and Pre-Funded Warrants to purchase up to 100,000 shares at $1.52999 each, together with Common Warrants to purchase up to 2,516,339 shares at an exercise price of $1.75 per share. Each Pre-Funded Warrant is immediately exercisable at $0.00001 per share; each Common Warrant becomes exercisable six months after issuance and expires five and one-half years from issuance.
Gross proceeds are expected to be $3,849,997.67, with a 7.0% placement fee of $269,499.91, yielding approximately $3,580,497.76 before other expenses and about $3,450,000 in estimated net proceeds. The company plans to use the funds for general corporate purposes, including working capital, capital expenditures, research and development, clinical trials, and potential acquisitions or other strategic purposes. Common stock outstanding is expected to increase to 25,499,155 shares after the offering, assuming exercise of the Pre-Funded Warrants but excluding the Common Warrants.
NanoViricides is a clinical-stage company with no approved products or revenues, significant accumulated losses, and a disclosed cash position that, together with other resources, does not fund at least 12 months of planned operations, leading management to state there is substantial doubt about its ability to continue as a going concern without additional financing.
NanoViricides, Inc. has amended its prospectus supplement for its at-the-market common stock offering program to reduce the maximum amount it may sell under its existing Form S-3 registration to $0 of common stock. This change reflects limits under General Instruction I.B.6 of Form S-3.
As of July 23, 2026, the company’s public float was $41,583,701, based on 22,356,829 non-affiliate shares at $1.86 per share, and it has sold approximately $9,843,165 of common stock under I.B.6 in the prior 12-month period. Under the amended terms, NanoViricides may not currently offer or sell additional shares through or to D. Boral Capital LLC under the At Market Issuance Sales Agreement. If its public float changes, the company may again conduct primary offerings on Form S-3 up to one-third of its public float, and if its public float rises above $75 million, the I.B.6 limitation would no longer apply.
NanoViricides, Inc. entered into an At Market Issuance Sales Agreement with D. Boral Capital LLC, permitting the company to issue and sell shares of its common stock from time to time in an “at the market” offering under its existing Form S-3 shelf registration statement. Sales, if any, may occur on the NYSE American or other trading markets, or in privately negotiated transactions with the company’s prior written consent, based on parameters set in placement notices.
The company will pay the sales agent a 2.0% commission on the aggregate gross proceeds from any stock sales. The Placement Shares will be issued under the registration statement and a prospectus supplement filed on July 17, 2026, and the program will terminate when all such shares are sold or the agreement is ended by either party. A legal opinion from Lucosky Brookman LLP on the validity of the Placement Shares is included as an exhibit.
NanoViricides, Inc. is undertaking an at‑the‑market offering of up to $4,018,069 of common stock under a Sales Agreement with D. Boral Capital LLC, which will act as sales agent or principal and receive a 2% commission on gross sales.
The company may sell shares from time to time on NYSE American or other permitted markets, with no minimum sale amount and no escrow. An illustrative case assumes issuance of 2,660,973 shares at $1.51 per share, increasing shares outstanding from 22,982,816 to up to 25,643,789, causing immediate dilution of about $0.99 per share versus the assumed offering price.
As of July 10, 2026, public float was about $41,583,701 (22,356,829 non‑affiliate shares at $1.86). The company has sold approximately $9,843,165 of common stock under Form S‑3 General Instruction I.B.6 in the prior 12 months and is subject to the one‑third‑of‑float cap for primary offerings while float remains below $75 million. Net proceeds will be used for general corporate purposes, including working capital, R&D and clinical trial spending.
NanoViricides, Inc. registers for resale up to 1,333,334 shares of Common Stock issuable upon exercise of Common Stock Purchase Warrants issued in a registered direct offering. The Company will not receive proceeds from resales by the Selling Stockholder; if the Common Warrants are exercised for cash, the Company would receive approximately $2.33 million.
The prospectus lists 22,982,816 shares outstanding as of June 4, 2026 and describes the Offering structure (1,133,334 common shares, 200,000 pre-funded warrants and 1,333,334 Common Warrants issued May 15, 2026). The Selling Stockholder named is Orca Capital AG, which may offer shares at varied prices and by multiple methods; discounts and selling commissions will be borne by the Selling Stockholder.