STOCK TITAN

NanoViricides (NYSE: NNVC) enters at-the-market sales deal for stock

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Sales agent commission 2.0% of aggregate gross proceeds Commission payable on each sale of common stock under the Sales Agreement
Common stock par value $0.00001 per share Par value of NanoViricides common stock offered under the program
Form S-3 file number 333-296550 Shelf Registration Statement used for the Placement Shares
Sales Agreement date July 17, 2026 Date NanoViricides entered the At Market Issuance Sales Agreement
S-3 initial filing date June 5, 2026 Date the Form S-3 shelf registration was initially filed
S-3 effective date June 15, 2026 Date the Form S-3 shelf registration was declared effective
At Market Issuance Sales Agreement financial
"entered into an At Market Issuance Sales Agreement (the “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.
at the market offering financial
"in an “at the market” offering as defined in Rule 415(a)(4)"
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.
Registration Statement on Form S-3 regulatory
"under its existing shelf Registration Statement on Form S-3 (File No. 333-296550)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"filed a prospectus supplement with the U.S. Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 415(a)(4) regulatory
"“at the market” offering as defined in Rule 415(a)(4) under the Securities Act"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

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FAQ

What agreement did NanoViricides (NNVC) enter on July 17, 2026?

NanoViricides entered an At Market Issuance Sales Agreement with D. Boral Capital LLC. This allows it to sell common stock from time to time in an “at the market” offering under its Form S-3 shelf registration.

How will NanoViricides (NNVC) sell shares under the new at-the-market program?

Shares may be sold through D. Boral Capital LLC on NYSE American or other trading markets, or via privately negotiated transactions. Each sale follows company placement notices that set parameters such as timing and amount, within the limits of the sales agreement.

What commission will D. Boral Capital LLC receive from NNVC’s stock sales?

D. Boral Capital LLC will receive a 2.0% commission on the aggregate gross proceeds from each sale of NanoViricides common stock. This commission applies to all Placement Shares sold through or to the sales agent under the At Market Issuance Sales Agreement.

Under which registration statement is NanoViricides (NNVC) selling the Placement Shares?

The Placement Shares will be issued under NanoViricides’ shelf Registration Statement on Form S-3 (File No. 333-296550). A related prospectus supplement was filed on July 17, 2026, and incorporates the base prospectus previously declared effective on June 15, 2026.

When does NanoViricides’ at-the-market offering program end?

The at-the-market program ends upon the earlier of selling all Placement Shares covered by the sales agreement or termination of the agreement. Either NanoViricides or D. Boral Capital LLC may terminate the agreement according to its stated terms and conditions.
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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): July 17, 2026

 

 

NANOVIRICIDES, INC.
(Exact name of registrant as specified in its charter)

 

 

Delaware 001-36081 76-0674577
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1 Controls Drive
Shelton, Connecticut
06484
(Address of Principal Executive Offices) (Zip Code)

 

(203) 937-6137
(Registrant's Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 (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(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   NNVC   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 17, 2026, NanoViricides, Inc., a Delaware corporation (the “Company”), entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with D. Boral Capital LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), in an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). 

 

On July 17, 2026, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Sales Agreement (the “Prospectus Supplement”) under its existing shelf Registration Statement on Form S-3 (File No. 333-296550) (the “Registration Statement”) initially filed with the Commission on June 5, 2026 and declared effective on June 15, 2026, and the base prospectus included therein. 

 

Sales of Common Stock, if any, may be made by any method permitted by law deemed to be an “at the market” offering, including sales made directly on the NYSE American or on any other existing trading market for the Common Stock. The Sales Agent may also sell shares of Common Stock by any other method permitted by law, including in privately negotiated transactions, with the Company’s prior written consent.

 

The Company will instruct the Sales Agent as to the parameters of each sale of shares of Common Stock under the Sales Agreement by delivery of a placement notice. The Sales Agent will use its best efforts consistent with its normal trading and sales practices and applicable law to sell shares of Common Stock under the Sales Agreement on the terms and subject to the conditions set forth therein. The Company has agreed to pay the Sales Agent a commission equal to 2.0% of the aggregate gross proceeds from each sale of shares of Common Stock sold through the Sales Agent under the Sales Agreement. The shares of Common Stock that may be offered and sold pursuant to the Sales Agreement (the “Placement Shares”) will be issued and sold pursuant to the Registration Statement and the Prospectus Supplement.  The offer and sale of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Company or the Sales Agent pursuant to the terms thereof.

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

A copy of the opinion of Lucosky Brookman LLP relating to the validity of the Placement Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1   At Market Issuance Sales Agreement, dated as of July 17, 2026, between NanoViricides, Inc. and D. Boral Capital LLC
5.1   Opinion of Lucosky Brookman LLP
23.1   Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NANOVIRICIDES, INC.
     
Date: July 17, 2026 By: /s/ Anil Diwan
  Name: Anil Diwan
  Title: President and Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

5 documents