NANOVIRICIDES, INC. 8-K

What Happened

• NanoViricides, Inc. (NNVC) announced on July 24, 2026 and closed the offering on July 27, 2026 a registered direct offering under its effective Form S-3 shelf. The Company sold 2,416,339 shares of common stock at $1.53 per share, issued pre-funded warrants for up to 100,000 shares (at $1.52999 each) and accompanying common warrants to purchase up to 2,516,339 shares. Aggregate gross proceeds were approximately $3.8 million before placement agent fees and offering expenses. The pre-funded warrants are immediately exercisable for one share at $0.00001 per share; the common warrants are exercisable for one share at $1.75 per share beginning six months after issuance and expire 5.5 years from issuance.
• The Company engaged D. Boral Capital LLC as exclusive placement agent and agreed to pay a 7.0% cash fee plus reimbursement of up to $50,000 in fees/expenses. The CEO and principal stockholder (TheraCour Pharma, Inc.) agreed to a 30‑day lock-up. The Company must file a resale registration statement within 30 days to register the shares issuable on warrant exercise and agreed to limited issuance restrictions for 60 days after closing.

Key Details

• Offered securities: 2,416,339 common shares; pre-funded warrants for 100,000 shares; common warrants for 2,516,339 shares.
• Prices/exercise terms: common stock $1.53/share; pre-funded warrant price $1.52999 (exercise price $0.00001); common warrant exercise price $1.75, exercisable after 6 months, expires in 5.5 years.
• Gross proceeds: ≈ $3.8 million (before 7% placement fee and other offering expenses).
• Company covenants: 30‑day deadline to file resale registration; 60‑day limitation on issuing other equity or equivalents (except Form S‑8 and the resale registration).

Why It Matters

• The financing provides near-term cash for working capital, R&D, clinical trials, capital expenditures and potential strategic uses—important for a development-stage biotech managing trial and research costs.
• The deal is dilutive: additional shares can be issued upon exercise of warrants (2.5M+ potential shares) and the pre-funded warrants are structured to convert immediately when exercised. Investors should note the 7% placement fee and expenses will reduce net proceeds.
• Registration of warrant shares (to be filed within 30 days) will determine how freely those shares can be resold; the short 30‑day lock-up for insiders is limited, so additional insider selling could follow once restrictions lift.