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Subsequent Events | 3 Months Ended
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Sep. 30, 2025
Subsequent Events |
Subsequent Events | Note 11 – Subsequent Events Financing As discussed at Note 8 to the financial statements, on April 15, 2024, the Company entered into a sales agreement with. D. Boral Securities (formerly EF Hutton, LLC), the Sales Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agents, shares of common stock At-the-Market or ATM Offering. From October 1, 2025 through November 4, 2025, the Company sold 440,453 shares of common stock at an average price of approximately $1.55 per share. The shares were issued pursuant to a prospectus supplement dated May 5, 2023 and filed with the Securities and Exchange Commission on May 5, 2023 in connection with the Company’s shelf registration statement on Form S-3, as amended File No. 333-271706, which became effective on May 22, 2023. The net proceeds to the Company from the offering from October 1, 2025 through November 4, 2025, was approximately $663,000 after placement agent fees and other estimated offering expenses. On November 10, 2025, NanoViricides, Inc. (the “Company”) and a single healthcare institutional investor (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) 1,970,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), at an offering price of $1.68 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,601,429 shares of Common Stock, at an offering price of $1.67999 per Pre-Funded Warrant, to the investor whose purchase of Common Stock in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially own more than 9.99% of the Company’s outstanding Common Stock immediately following the consummation of this Offering. Each of the Pre-Funded Warrants is exercisable for one share of Common Stock. The Pre-Funded Warrants have an exercise price of $0.00001 per share, are immediately exercisable, and may be exercised at any time until all of the Pre-Funded Warrants issued in this offering are exercised in full. The gross proceeds from the Offering are approximately $6 million, before deducting placement agent commissions and other offering expenses. The net proceeds to the Company are approximately $5.5 million. In addition, in a concurrent private placement with the same investor, the Company has issued and sold Series A warrants to purchase up to 3,571,429 shares of common stock (the “Series A Warrants”) and Series B warrants to purchase up to 3,571,429 shares of common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”). The Series A Warrants will have an exercise price of $1.75 per share, will be exercisable after 6 months from date of issuance, and will expire 2 years following the issuance date. The Series B Warrants will have an exercise price of $2.00 per share, will be exercisable after 6 months from date of issuance, and will expire 5.5 years following the issuance date. The common stock (and common stock equivalents in lieu thereof) were offered pursuant to a registration statement on Form S-3 (File No. 333-271706) which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 22, 2023. The Offering is being made only by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. The closing of the Offering took place on November 12, 2025. A.G.P./Alliance Global Partners acted as the sole placement agent in connection with the Offering. The private placement of the Warrants and the shares underlying the warrants offered to the institutional investor was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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