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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): May 15, 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. |
Securities Purchase
Agreement
On
May 15, 2026, NanoViricides, Inc. (the “Company”) and a certain purchaser (the “Investor”) entered into a securities
purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to the Investor
in a registered direct offering (the “Offering”): (i) 1,133,334 shares of common stock, par value $0.00001 per share (the
“Common Stock”), at an offering price of $1.50 per share, (ii) pre-funded warrants to purchase up to 200,000 shares of Common
Stock, at an offering price of $1.49999 per pre-funded warrant (the “Pre-Funded Warrants”), to purchasers whose purchase
of shares of Common Stock in the Offering would otherwise result in such purchaser, together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately
following the consummation of the Offering, and (iii) accompanying common warrants to purchase up to 1,333,334 shares of Common Stock
(the “Common Warrants”). Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of
$0.00001 per share, will be immediately exercisable upon issuance, and may be exercised at any time until exercised in full. Each Common
Warrant will be exercisable for one share of Common Stock (each a “Common Warrant Share”) at an exercise price of $1.75 per
share, will be exercisable six months from the date of issuance, may be exercised at any time until exercised in full, and will expire
three years from the date of issuance.
The
Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-271706) that was filed with the Securities
and Exchange Commission (the “SEC”) on May 5, 2023 and declared effective by the SEC on May 23, 2023 and the prospectus supplement
filed with the SEC on May 18, 2026.
Pursuant
to the Securities Purchase Agreement, the Company has agreed for a period of 30 days after the Closing Date (as defined below) not to
issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
equivalents, or file any registration statement or any amendment or supplement thereto, except for the filing of the Resale Registration
Statement (as defined below), a Form S-3 shelf registration statement in the amount of $50 million, which shall not be drawn down upon
during such period, or a Form S-8 registration statement covering the employee equity incentive plans . In addition, the Company agreed
to not conduct or effect any sales of Common Stock pursuant to the At The Market Offering Agreement for a period of 10 days following
the Closing Date (as defined below).
In addition, the Company agreed
that within thirty (30) days following the Closing Date, the Company shall prepare and file a registration statement (the “Resale
Registration Statement”) with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable
upon exercise of the Warrants, and shall use commercially reasonable efforts to cause such registration statement to be declared effective
as promptly as practicable and to keep such registration statement continuously effective until the earlier of (i) the date all Common
Warrant Shares or (ii) the date all Common Warrant Shares may be sold without restriction pursuant to Rule 144 under the Securities Act
of 1933, as amended. The Company shall bear all expenses associated with the filing and maintenance of the Resale Registration Statement,
other than underwriting discounts, commissions, and legal fees of the holders.
The
Offering closed on May 18, 2026 (the “Closing Date”). The aggregate gross proceeds to the Company from the Offering were approximately
$2.0 million, before deducting the placement agent’s fee and offering expenses payable by the Company. The Company intends to use
the net proceeds from the Offering for working capital, capital expenditures, research and development expenditures, clinical trial expenditures,
as well as acquisitions and other strategic purposes.
Placement Agency
Agreement
In
connection with the Offering, the Company entered into a Placement Agency Agreement with D. Boral Capital LLC (the “Placement Agent”),
dated May 15, 2026, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the
Offering (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement
Agent a cash fee of 7.0% of the aggregate gross proceeds from the Offering. In addition, the Company agreed to reimburse the Placement
Agent for up to $50,000 of its fees and expenses in connection with the Offering.
The
Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties, and termination provisions.
Lock-Up Agreement
In
addition, the Company’s Chief Executive Officer entered into a lock-up agreement (the “Lock-Up Agreement”), which prohibits
him Company from offering for sale, pledging, announcing the intention to sell, selling, contracting to sell, granting any option, right
or warrant to purchase, or otherwise transferring or disposing of his shares of Common Stock or any securities convertible into or exercisable
or exchangeable for shares of Common Stock for a period of 30 days following the Closing Date.
The
foregoing description of each of the Pre-Funded Warrants, the Common Warrant, the Securities Purchase Agreement, the Placement Agency
Agreement, and the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text
of such documents or the forms of such documents, copies of which are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively.
A
copy of the legal opinion and consent of Lucosky Brookman LLP, counsel to the Company, relating to the legality of the issuance and sale
of the securities in the Offering is attached hereto as Exhibit 5.1.
On
May 15, 2026, the Company issued a press release announcing the Offering. The press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated into this Item 8.01 by reference.
On
May 18, 2026, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.2
to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
| Item 9.01 |
Financial Statements and Exhibits |
| Number |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Common Warrant |
| 5.1 |
|
Legal Opinion of Lucosky Brookman LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated May 15, 2026, by and between NanoViricides, Inc. and the certain purchaser thereto |
| 10.2 |
|
Placement Agency Agreement, dated May 15, 2026, by and between NanoViricides, Inc. and D. Boral Capital LLC |
| 10.3 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release dated May 15, 2026 |
| 99.2 |
|
Press Release dated May 18, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
| |
NanoViricides, Inc. |
| |
|
| Date: May 20, 2026 |
By: |
/s/ Anil Diwan |
| |
Name: |
Anil Diwan |
| |
Title: |
President, Chairman, Chief Executive Officer |
Exhibit 99.1
NanoViricides Announces Pricing of ~$2 Million Registered Direct
Offering
SHELTON, CT Friday, May 15, 2026
NanoViricides, Inc. (NYSE American:NNVC) ("NanoViricides"
or the "Company"), a clinical stage, leading global pioneer in the development of broad-spectrum antivirals based on host-mimetic
nanomedicine technology that viruses and their variants cannot escape, today announced it has entered into a securities purchase agreement
with a single fundamental institutional investor for the purchase and sale of 1,333,334 million common shares (or pre-funded warrants
in lieu thereof), together with accompanying warrants to purchase 1,333,334 common shares for gross proceeds of approximately US$2 million
in a registered direct offering (the "Offering"). The common shares are being sold in combination with an accompanying full
warrant (with each whole warrant being exercisable into one common share of the Company). Each whole warrant has an exercise price of
US$1.75 per share and will expire three years from the date of issuance.
D. Boral Capital LLC is acting as the exclusive placement agent for
the Offering.
The closing of the Offering is expected to occur on or about May 18,
2026, subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of ~$2 million
from the Offering, before deducting placement agent fees and other related expenses.
The common shares (or pre-funded warrants in lieu thereof) are being
offered by the Company pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333- 271706), which was
declared effective by the U.S. Securities and Exchange Commission (the "SEC") on May 22, 2023.
A prospectus supplement describing the terms of the proposed registered
direct offering will be filed with the SEC. Once filed, it will be available on the SEC's website at https://www.sec.gov. A copy
of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained, when available, from D. Boral
Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by telephone at (212) 404-7002, or by email at dbccapitalmarkets@dboralcapital.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NanoViricides
NanoViricides, Inc., is a publicly traded company (NYSE American: NNVC)
(the "Company"), and a clinical stage, leading global pioneer in the development of broad-spectrum antivirals based on host-mimetic
nanomedicine technology that viruses and their variants cannot escape. Its clinical stage, broad-spectrum, antiviral drug NV-387 has been
granted an "Orphan Drug Designation" (ODD) by the US FDA Office of Orphan Products Development (OOPD). This could provide 7
years market exclusivity, tax credits for clinical trial costs, and fee exemptions upon approval. NV-387 is a revolutionary antiviral
that we believe will be the drug offered at "first visit" when the patient presents to a doctor with any respiratory viral illness.
NV-387 was also found to be highly effective in lethal animal infection models of Influenza, RSV, Coronaviruses, Monkeypox, Smallpox,
and Measles.
Forward-Looking Statements
Statements made in this press release include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the use of words such as "may," "will," "plan," "should," "expect,"
"anticipate," "estimate," "continue," or comparable terminology. Such forward-looking statements are inherently
subject to certain risks, trends, and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company
might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. These
risks include, but are not limited to, the ability to complete the offering on the terms described or at all, the ability to satisfy customary
closing conditions, market conditions, regulatory developments affecting the digital asset and stablecoin industries, and other risks
described in the Company's filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements
and are advised to consider the factors listed above together with the additional factors under the heading "Risk Factors" in
the Company's Annual Reports on Form 20-F, as may be supplemented or amended by the Company's Reports of a Foreign Private Issuer on Form
6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events,
new information, or otherwise.
Contacts
For inquiries, contact:
NanoViricides, Inc.
info@nanoviricides.com
Public Relations Contact:
ir@nanoviricides.com
SOURCE: NanoViricides
Exhibit 99.2
NanoViricides Announces Closing of ~$2 Million Registered Direct
Offering
Shelton, Connecticut - May 18, 2026.
NanoViricides, Inc. (NYSE
American: NNVC) (“NanoViricides” or the “Company”), a clinical stage, leading global pioneer in the development
of broad-spectrum antivirals based on host-mimetic nanomedicine technology that viruses and their variants cannot escape, today announced
the closing of its previously announced registered direct offering (the "Offering") of 1,333,334 million shares of common stock
(or pre-funded warrants in lieu thereof), together with accompanying warrants to purchase 1,333,334 common shares (the "Offering").
The common shares, in combination with an accompanying full warrant (with each whole warrant being exercisable into one common share
of the Company). The Offering was made to a single, fundamental institutional investor and priced at-the-market price of $1.50. Each
whole warrant has an exercise price of US$1.75 per share and will be exercisable six months from issuance and will expire in three years.
The Company received aggregate gross proceeds of $2,000,001 from the Offering, before deducting placement agent fees and other related
expenses.
D. Boral Capital LLC acted as the exclusive placement
agent for the Offering.
The ordinary shares (or pre-funded warrants in
lieu thereof) were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333- 271706),
which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2023.
A
prospectus supplement describing the terms of the proposed registered direct offering was filed with the SEC and is available on the
SEC’s website at http://ww.sec.gov. A copy
of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained, when available, from D. Boral
Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by telephone at (212) 404-7002, or by email at dbccapitalmarkets@dboralcapital.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NanoViricides
NanoViricides, Inc., is a publicly traded company
(NYSE American: NNVC) (the "Company"), and a clinical stage, leading global pioneer in the development of broad-spectrum antivirals
based on host-mimetic nanomedicine technology that viruses and their variants cannot escape. Its clinical stage, broad-spectrum, antiviral
drug NV-387 has been granted an “Orphan Drug Designation” (ODD) by the US FDA Office of Orphan Products Development (OOPD).
This could provide 7 years market exclusivity, tax credits for clinical trial costs, and fee exemptions upon approval. NV-387 is a revolutionary
antiviral that we believe will be the drug offered at “first visit” when the patient presents to a doctor with any respiratory
viral illness. NV-387 was also found to be highly effective in lethal animal infection models of Influenza, RSV, Coronaviruses, Monkeypox,
Smallpox, and Measles.
Forward-Looking Statements
Statements made in this press release include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,”
“plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,”
or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends, and uncertainties, many of
which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause
actual results to differ materially from those projected or suggested. These risks include, but are not limited to, the ability to complete
the offering on the terms described or at all, the ability to satisfy customary closing conditions, market conditions, regulatory developments
affecting the digital asset and stablecoin industries, and other risks described in the Company’s filings with the SEC. Readers
are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together
with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be
supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update
or supplement forward-looking statements that become untrue because of subsequent events, new information, or otherwise.
Contacts
For enquiries,
Contact:
NanoViricides, Inc.
info@nanoviricides.com
Public Relations Contact:
ir@nanoviricides.com
Source: NanoViricides, Inc.
