NANOVIRICIDES, INC. 8-K

What Happened

• NanoViricides, Inc. (NNVC) filed an 8-K reporting that it entered into a Securities Purchase Agreement and closed a registered direct offering on May 18, 2026. The Offering generated approximately $2.0 million in gross proceeds and was completed under an existing Form S-3 shelf registration and a prospectus supplement filed May 18, 2026.
• The company issued common stock, pre-funded warrants and accompanying common warrants to a single purchaser; D. Boral Capital LLC acted as the exclusive placement agent.

Key Details

• Securities sold: 1,133,334 shares of common stock at $1.50 per share.
• Pre-funded warrants: Up to 200,000 pre-funded warrants at $1.49999 each (exercise price $0.00001, immediately exercisable).
• Common warrants: Warrants to purchase up to 1,333,334 shares (exercise price $1.75; exercisable six months after issuance; expire in three years).
• Timing & proceeds: Offering closed May 18, 2026; aggregate gross proceeds ≈ $2.0M (before placement agent fee and offering expenses).
• Placement agent fees: 7.0% cash fee to D. Boral Capital LLC plus reimbursement of up to $50,000 of its fees/expenses.
• Restrictions & filings: Company agreed not to issue equivalent securities for 30 days (with limited exceptions), to refrain from ATM sales for 10 days, and to file a resale registration statement for the warrant shares within 30 days.
• Lock-up: CEO agreed to a 30‑day lock-up on his shares.
• Use of proceeds: Working capital, capital expenditures, R&D and clinical trial expenses, and potential acquisitions/strategic purposes.

Why It Matters

• The offering provides near-term cash (~$2M gross) to fund operations and ongoing R&D/clinical programs, reducing immediate liquidity pressure.
• It also creates potential dilution: issued shares plus exerciseable pre-funded and common warrants could increase outstanding shares if exercised (warrants include immediate and delayed exercisability).
• Short lock-up and the planned resale registration for warrant shares mean holders will have a path to sell warrant shares once registration is effective, which may affect trading supply once exercisable.
• Placement agent fees and offering expenses will reduce net proceeds available to the company.