Full Press Release Details
NanoViricides Announces Pricing of $6 Million Registered Direct
Offering and Concurrent Private Placement Priced at the Market Close
CONNECTICUT / ACCESS Newswire / November 11, 2025 / NanoViricides, Inc. (NYSE American:NNVC)
(the "Company"), today announced that it has entered into a securities purchase agreement with a single healthcare institutional
investor for the purchase and sale of 3,571,429 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price
of $1.68 per share in a registered direct offering (the "Offering"). The gross proceeds from the Offering are expected to be
approximately $6 million, before deducting placement agent commissions and other offering expenses. In addition, in a concurrent private
placement, the Company will issue and sell 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 exercise price of the Series B Warrants represents approximately a 20% premium to the closing price for the Company's common stock
on November 10, 2025. The closing of the Offering is expected to occur on or about November 12, 2025, subject to the satisfaction of
customary closing conditions.
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Global Partners is acting as the sole placement agent in connection with the offering.
common stock (and common stock equivalents in lieu thereof) offered to the institutional investor described above are being 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 Warrants will be issued in a concurrent private placement. A prospectus
supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available
on the SEC's website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying
prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone
at (212) 624-2060, or by email at prospectus@allianceg.com.
private placement of the Warrants and the shares underlying the warrants offered to the institutional investor will be 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.
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Inc. (the "Company") (www.nanoviricides.com) is a clinical stage company that is creating special purpose nanomaterials for
antiviral therapy. The Company's novel nanoviricide class of drug candidates and the nanoviricide technology are based
on intellectual property, technology and proprietary know-how of TheraCour Pharma, Inc. The Company has a Memorandum of Understanding
with TheraCour for the development of drugs based on these technologies for all antiviral infections. The MoU does not include cancer
and similar diseases that may have viral origin but require different kinds of treatments.
Company has obtained broad, exclusive, sub-licensable, field licenses to drugs developed in several licensed fields from TheraCour Pharma,
Inc. The Company's business model is based on licensing technology from TheraCour Pharma Inc. for specific application verticals of specific
viruses, as established at its foundation in 2005.
lead drug candidate is NV-387, a broad-spectrum antiviral drug that we plan to develop as a treatment of RSV, COVID, Long COVID, Influenza,
and other respiratory viral infections, as well as MPOX/Smallpox infections. Our other advanced drug candidate is NV-HHV-1 for the treatment
of Shingles. The Company cannot project an exact date for filing an IND for any of its drugs because of dependence on a number of external
collaborators and consultants. The Company is currently focused on advancing NV-387 into Phase II human clinical trials.
(API NV-387) is our nanoviricide drug candidate for COVID-19 that does not encapsulate remdesivir. NV-CoV-2-R is our other drug candidate
for COVID-19 that is made up of NV-387 with remdesivir encapsulated within its polymeric micelles. The Company believes that since remdesivir
is already US FDA approved, our drug candidate encapsulating remdesivir is likely to be an approvable drug, if safety is comparable.
Remdesivir is developed by Gilead. The Company has developed both of its own drug candidates NV-CoV-2 and NV-CoV-2-R independently.
Company is also developing drugs against a number of viral diseases including oral and genital Herpes, viral diseases of the eye including
EKC and herpes keratitis, H1N1 swine flu, H5N1 bird flu, seasonal Influenza, HIV, Hepatitis C, Rabies, Dengue fever, and Ebola virus,
among others. NanoViricides' platform technology and programs are based on the TheraCour nanomedicine technology of TheraCour, which
TheraCour licenses from AllExcel. NanoViricides holds a worldwide exclusive perpetual license to this technology for several drugs with
specific targeting mechanisms in perpetuity for the treatment of the following human viral diseases: Human Immunodeficiency Virus (HIV/AIDS),
Hepatitis B Virus (HBV), Hepatitis C Virus (HCV), Rabies, Herpes Simplex Virus (HSV-1 and HSV-2), Varicella-Zoster Virus (VZV), Influenza
and Asian Bird Flu Virus, Dengue viruses, Japanese Encephalitis virus, West Nile Virus, Ebola/Marburg viruses, and certain Coronaviruses.
The Company intends to obtain a license for RSV, Poxviruses, and/or Enteroviruses if the initial research is successful. As is customary,
the Company must state the risk factor that the path to typical drug development of any pharmaceutical product is extremely lengthy and
requires substantial capital. As with any drug development efforts by any company, there can be no assurance at this time that any of
the Company's pharmaceutical candidates would show sufficient effectiveness and safety for human clinical development. Further, there
can be no assurance at this time that successful results against coronavirus in our lab will lead to successful clinical trials or a
successful pharmaceutical product.
press release contains forward-looking statements that reflect the Company's current expectation regarding future events. Actual events
could differ materially and substantially from those projected herein and depend on a number of factors. Certain statements in this release,
and other written or oral statements made by NanoViricides, Inc. are "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's
control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company
assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the
future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited
to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from
time to time with the SEC and other regulatory authorities. Although it is not possible to predict or identify all such factors, they
may include the following: demonstration and proof of principle in preclinical trials that a nanoviricide is safe and effective; successful
development of our product candidates; our ability to seek and obtain regulatory approvals, including with respect to the indications
we are seeking; the successful commercialization of our product candidates; and market acceptance of our products.
phrases "safety", "effectiveness" and equivalent phrases as used in this press release refer to research findings
including clinical trials as the customary research usage and do not indicate evaluation of safety or effectiveness by the US FDA.
refers to US Food and Drug Administration. IND application refers to "Investigational New Drug" application. cGMP refers to
current Good Manufacturing Practices. CMC refers to "Chemistry, Manufacture, and Controls". CHMP refers to the Committee for
Medicinal Products for Human Use, which is the European Medicines Agency's (EMA) committee responsible for human medicines. API stands
for "Active Pharmaceutical Ingredient". WHO is the World Health Organization. R&D refers to Research and Development.