NanoViricides (NNVC) cuts ATM common stock capacity to $0 under Form S-3

Rhea-AI Filing Summary

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.

Key Figures

Public float: $41,583,701 Non-affiliate shares: 22,356,829 shares Share price: $1.86 per share +3 more

6 metrics

Public float $41,583,701 Aggregate market value of common stock held by non-affiliates as of July 23, 2026

Non-affiliate shares 22,356,829 shares Common stock held by non-affiliates used to calculate public float as of July 23, 2026

Share price $1.86 per share Closing sale price for common stock on May 28, 2026 used in float calculation

Sales under I.B.6 in prior 12 months $9,843,165 Approximate value of common stock sold pursuant to General Instruction I.B.6

Current ATM capacity $0 Maximum amount of common stock eligible to be sold under the amended prospectus supplement

Public float threshold $75 million Level above which the company is no longer subject to General Instruction I.B.6 limits

Key Terms

at the market offering, public float, General Instruction I.B.6 of Form S-3, At Market Issuance Sales Agreement, +1 more

5 terms

at the market offering financial

"previously announced “at the market offering” program, and to update the maximum amount"

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 of Form S-3 regulatory

"pursuant to General Instruction I.B.6 of Form S-3 was $41,583,701"

At Market Issuance Sales Agreement financial

"pursuant to the terms of our previously announced At Market Issuance Sales Agreement"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

Registration Statement regulatory

"pursuant to our registration statement on Form S-3 (File No. 333-296550) (the “Registration Statement”)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 07/27/2026 - 06:06 AM Accepted by SEC EDGAR 07/27/2026 - 06:05 AM Learn about SEC filing dates

FAQ

What does NanoViricides (NNVC) change in this Amendment No. 1 to its prospectus supplement?

NanoViricides reduces the maximum amount to $0 for common stock it may sell under its existing at-the-market program, reflecting Form S-3 I.B.6 limits and effectively suspending new sales under that prospectus supplement.

What is NanoViricides (NNVC) current public float and how is it calculated?

As of July 23, 2026, NanoViricides’ public float is $41,583,701, based on 22,356,829 non‑affiliate shares at $1.86 per share, the closing sale price of its common stock on May 28, 2026.

How much stock has NanoViricides (NNVC) sold under Form S-3 General Instruction I.B.6?

NanoViricides has sold approximately $9,843,165 of its common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12‑month period ending on the date of this amendment.

Can NanoViricides (NNVC) currently sell shares through D. Boral Capital LLC under its ATM program?

No. NanoViricides states it may not currently offer and sell common stock through or to D. Boral Capital LLC under the prospectus and supplement as amended, due to the updated Form S-3 I.B.6 capacity.

Under what conditions could NanoViricides (NNVC) resume primary offerings on Form S-3?

NanoViricides may sell securities in public primary offerings on Form S-3 with a value of up to one-third of its public float, and if its public float exceeds $75 million, the specific I.B.6 limitations would no longer apply.

Where is NanoViricides (NNVC) common stock listed and under what symbol?

NanoViricides’ common stock is listed on the New York Stock Exchange under the trading symbol “NNVC”, and the at-the-market program relates to this NYSE-listed common stock.

AMENDMENT NO. 1 DATED JULY 27, 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 $0 of

Common Stock

This Amendment No. 1 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 (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 July 23, 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 $41,583,701, which was calculated based on 22,356,829 shares of our Common Stock outstanding held by non-affiliates as of July 23, 2026 at a price of $1.86 per share, the closing sale price for our Common Stock on May 28, 2026. As of the date hereof, we have offered and sold approximately $9,843,165 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 decrease 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 not currently offer and sell common stock through or to the Agent pursuant to the Prospectus and Prospectus Supplement, as amended by this Amendment. However, in the event that our public float increases or decreases, we may sell securities in public primary offerings on Form S-3 with a value of up to one-third of our public float, as calculated pursuant to General Instruction I.B.6 and subject to the terms of the Sales Agreement. In the event that our public float increases above $75 million, we will no longer be subject to the limits in General Instruction I.B.6 of Form S-3.

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. 1 to Prospectus Supplement is July 27, 2026.