{"url_path":"/sec/nnvc/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1379006/0001104659-26-064544-index.html","accession_number":"0001104659-26-064544","cik":"0001379006","ticker":"NNVC","issuer_name":"NANOVIRICIDES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1379006/0001104659-26-064544-index.html","primary_entity_key":"0001379006","primary_entity_name":"NANOVIRICIDES, INC."},"word_count":981,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\n**Securities Purchase\nAgreement**\n\n \n\nOn\nMay 15, 2026, NanoViricides, Inc. (the “Company”) and a certain purchaser (the “Investor”) entered into a securities\npurchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to the Investor\nin a registered direct offering (the “Offering”): (i) 1,133,334 shares of common stock, par value $0.00001 per share (the\n“Common Stock”), at an offering price of $1.50 per share, (ii) pre-funded warrants to purchase up to 200,000 shares of Common\nStock, at an offering price of $1.49999 per pre-funded warrant (the “Pre-Funded Warrants”), to purchasers whose purchase\nof shares of Common Stock in the Offering would otherwise result in such purchaser, together with its affiliates and certain related parties,\nbeneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately\nfollowing the consummation of the Offering, and (iii) accompanying common warrants to purchase up to 1,333,334 shares of Common Stock\n(the “Common Warrants”). Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of\n$0.00001 per share, will be immediately exercisable upon issuance, and may be exercised at any time until exercised in full. Each Common\nWarrant will be exercisable for one share of Common Stock (each a “Common Warrant Share”) at an exercise price of $1.75 per\nshare, will be exercisable six months from the date of issuance, may be exercised at any time until exercised in full, and will expire\nthree years from the date of issuance.\n\n \n\nThe\nOffering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-271706) that was filed with the Securities\nand Exchange Commission (the “SEC”) on May 5, 2023 and declared effective by the SEC on May 23, 2023 and the prospectus supplement\nfiled with the SEC on May 18, 2026.\n\n \n\nPursuant\nto the Securities Purchase Agreement, the Company has agreed for a period of 30 days after the Closing Date (as defined below) not to\nissue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock\nequivalents, or file any registration statement or any amendment or supplement thereto, except for the filing of the Resale Registration\nStatement (as defined below), a Form S-3 shelf registration statement in the amount of $50 million, which shall not be drawn down upon\nduring such period, or a Form S-8 registration statement covering the employee equity incentive plans . In addition, the Company agreed\nto not conduct or effect any sales of Common Stock pursuant to the At The Market Offering Agreement for a period of 10 days following\nthe Closing Date (as defined below).\n\n \n\nIn addition, the Company agreed\nthat within thirty (30) days following the Closing Date, the Company shall prepare and file a registration statement (the “Resale\nRegistration Statement”) with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable\nupon exercise of the Warrants, and shall use commercially reasonable efforts to cause such registration statement to be declared effective\nas promptly as practicable and to keep such registration statement continuously effective until the earlier of (i) the date all Common\nWarrant Shares or (ii) the date all Common Warrant Shares may be sold without restriction pursuant to Rule 144 under the Securities Act\nof 1933, as amended. The Company shall bear all expenses associated with the filing and maintenance of the Resale Registration Statement,\nother than underwriting discounts, commissions, and legal fees of the holders.\n\n \n\nThe\nOffering closed on May 18, 2026 (the “Closing Date”). The aggregate gross proceeds to the Company from the Offering were approximately\n$2.0 million, before deducting the placement agent’s fee and offering expenses payable by the Company. The Company intends to use\nthe net proceeds from the Offering for working capital, capital expenditures, research and development expenditures, clinical trial expenditures,\nas well as acquisitions and other strategic purposes.\n\n \n\n**Placement Agency\nAgreement**\n\n \n\nIn\nconnection with the Offering, the Company entered into a Placement Agency Agreement with D. Boral Capital LLC (the “Placement Agent”),\ndated May 15, 2026, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the\nOffering (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement\nAgent a cash fee of 7.0% of the aggregate gross proceeds from the Offering. In addition, the Company agreed to reimburse the Placement\nAgent for up to $50,000 of its fees and expenses in connection with the Offering.\n\n \n\nThe\nPlacement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company, other obligations of the parties, and termination provisions.\n\n \n\n \n\n**Lock-Up Agreement**\n\n \n\nIn\naddition, the Company’s Chief Executive Officer entered into a lock-up agreement (the “Lock-Up Agreement”), which prohibits\nhim Company from offering for sale, pledging, announcing the intention to sell, selling, contracting to sell, granting any option, right\nor warrant to purchase, or otherwise transferring or disposing of his shares of Common Stock or any securities convertible into or exercisable\nor exchangeable for shares of Common Stock for a period of 30 days following the Closing Date.\n\n \n\nThe\nforegoing description of each of the Pre-Funded Warrants, the Common Warrant, the Securities Purchase Agreement, the Placement Agency\nAgreement, and the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text\nof 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.\n\n \n\nA\ncopy of the legal opinion and consent of Lucosky Brookman LLP, counsel to the Company, relating to the legality of the issuance and sale\nof the securities in the Offering is attached hereto as Exhibit 5.1."}