NanoViricides may sell up to $2.37M in stock

Form S-3 limits public primary sales to one-third of public float in any 12-calendar-month period while float remains below $75 million.

Rhea-AI Filing Summary

NanoViricides, Inc. may currently offer and sell common stock through or to D. Boral Capital LLC, as sales agent or principal, for an aggregate offering price of up to $2,374,774 under its at-the-market program.

While its public float remains below $75 million, Form S-3 public primary offerings in any 12-calendar-month period cannot exceed one-third of public float. NanoViricides reported that it had offered and sold approximately $12,012,443 of common stock during the prior 12-calendar-month period ending October 21, 2026.

Key Figures

Aggregate offering price: Up to $2,374,774 Common stock offered and sold: Approximately $12,012,443 Public float: $43,161,651 +3 more

6 metrics

Aggregate offering price Up to $2,374,774 Common stock offered under the at-the-market program

Common stock offered and sold Approximately $12,012,443 Prior 12-calendar-month period ending October 21, 2026

Public float $43,161,651 Aggregate market value of common stock held by non-affiliates as of October 19, 2026

Non-affiliate shares 25,539,439 shares Common shares held by non-affiliates as of October 19, 2026

Closing sale price $1.69 per share Common stock closing sale price on September 21, 2026

Public float threshold $75 million Form S-3 limit applies while public float remains below this amount

Key Terms

at the market offering, public float, General Instruction I.B.6, aggregate offering price

4 terms

at the market offering financial

"previously announced “at the market offering” program"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

public float financial

"the aggregate market value of our common stock held by non-affiliates, or the public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

General Instruction I.B.6 regulatory

"pursuant to General Instruction I.B.6 of Form S-3"

aggregate offering price financial

"having an aggregate offering price of up to $2,374,774"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Offering Details

ATM · Up to $2,374,774 aggregate offering price

Offering

Offering Type ATM

Securities Offered Common stock

Offering Amount Up to $2,374,774 aggregate offering price

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much common stock can NNVC offer under its at-the-market program?

NanoViricides may currently offer and sell common stock for an aggregate offering price of up to $2,374,774 through or to D. Boral Capital LLC, as sales agent or principal, under its at-the-market program.

What will NNVC do if its public float increases?

If NanoViricides' public float increases so that it may sell additional amounts under the Sales Agreement, prospectus and prospectus supplement, it will file another amendment to the prospectus supplement before making additional sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/21/2026 - 10:15 AM EDT Accepted by SEC EDGAR 10/21/2026 - 10:15 AM EDT Learn about SEC filing dates

AMENDMENT NO. 2 DATED OCTOBER 21, 2026
To Prospectus Supplement dated July 17, 2026
(To Prospectus Dated June 15, 2026) Filed pursuant to Rule 424(b)(5)
Registration No. 333-296550

 

NANOVIRICIDES, INC.

Up to $2,374,774

Common Stock

This Amendment No. 2 to Prospectus Supplement (this “Amendment”) amends and supplements the information in our prospectus, dated June 15, 2026 (the “Prospectus”), and the prospectus supplement, dated July 17, 2026 and amended on July 27, 2026 (the “Prospectus Supplement”), which was filed pursuant to our registration statement on Form S-3 (File No. 333-296550) (the “Registration Statement”). This Amendment should be read in conjunction with the Prospectus and Prospectus Supplement, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus and the Prospectus Supplement. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus and Prospectus Supplement, and any future amendments or supplements thereto.

This Amendment is being filed in connection with our previously announced “at the market offering” program, and to update the maximum amount of shares of our common stock, par value $0.00001 per share, that we may issue and sell from time to time through or to D. Boral Capital LLC (the “Agent”) as sales agent or principal, pursuant to the terms of our previously announced At Market Issuance Sales Agreement, dated July 17, 2026, between us and the Agent (the “Sales Agreement”).

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “NNVC”. As of October 19, 2026, the aggregate market value of our common stock held by non-affiliates, or the public float, pursuant to General Instruction I.B.6 of Form S-3 was $43,161,651, which was calculated based on 25,539,439 shares of our common stock outstanding held by non-affiliates as of October 19, 2026 at a price of $1.69 per share, the closing sale price for our common stock on September 21, 2026. As of the date hereof, we have offered and sold approximately $12,012,443 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (as defined by General Instruction I.B.6) in any 12-calendar month period so long as our public float remains below $75 million.

We are filing this Amendment to amend the Prospectus Supplement to update the maximum amount we are eligible to sell under our Registration Statement pursuant to General Instruction I.B.6 of Form S-3. Accordingly, in accordance with the terms of the Sales Agreement, we may currently offer and sell common stock through or to the Agent having an aggregate offering price of up to $2,374,774 pursuant to the Prospectus and Prospectus Supplement, as amended by this Amendment. In the event that our public float increases such that we may sell additional amounts under the Sales Agreement, Prospectus and Prospectus Supplement, we will file another amendment to the Prospectus Supplement prior to making additional sales.

Investing in our common stock involves risks. You should carefully consider the risks described under “Risk Factors” in the Prospectus and Prospectus Supplement, as well as those described in our other reports and documents we filed with the Securities and Exchange Commission (the “SEC”) that we incorporate by reference in the Prospectus, the Prospectus Supplement and this Amendment, before making a decision to invest in our common stock.

Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities or determined if this Amendment is accurate or complete. Any representation to the contrary is a criminal offense.

 

The date of this Amendment No. 2 to Prospectus Supplement is October 21, 2026.