NANOVIRICIDES, INC.

Our Common Stock is listed on the NYSE-American under the symbol “NNVC”.

Number of Shareholders.

As of June 30, 2026, a total of 23,008,308 shares of the Company’s common stock are outstanding and held by 143 shareholders of record. This number of shareholders does not reflect the persons or entities that hold their stock in nominee or street name through various brokerage firms. Of this amount 21,091,721 shares are unrestricted, of which 0 shares are held by affiliates 1,281,786 shares are restricted securities held by non-affiliates, and the remaining 634,801 shares are restricted securities held by affiliates. These shares may only be sold in accordance with Rule 144.

Dividends.

The Company has not paid any cash dividends since its inception. The Company currently intends to retain any earnings for use in its business, and therefore does not anticipate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Fiscal Year Ended June 30, 2026 Transactions

On May 15, 2026, the Company entered into a securities purchase agreement (the “May 15 Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to a single investor in a registered direct offering (the “Registered Direct Offering”): (i) 1,133,334 shares of common stock par value $0.00001 per share, (ii) Pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 200,000 shares of common stock, at an offering price of $1.49999 per Pre-Funded Warrant, and (iii) accompanying common warrants to purchase up to 1,333,334 shares of common stock (“Common Warrants”). Each Pre-Funded Warrant 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 exercised in full. The Common Warrants will be exercisable beginning six months from the date of issuance at an exercise price of $1.75 per share, and will expire three years from the date of issuance. The warrants meet the criteria for equity classification.

The Company generated gross proceeds of $2,000,000 and net proceeds of approximately $1,703,000 from the Offering after deducting under writing discounts and commissions and other offering expenses. The Pre-Funded Warrants were exercised, the Company received $2.00, the par value of the shares issued, and the Company issued 200,000 of the Company’s $0.00001 par value common shares.

On June 15, 2026, the Company filed a Preliminary Prospectus registering the common shares underlying Common Warrants. The filing of the Preliminary Prospectus enables the registered shares of common stock to be issued upon the exercise of the Common Warrants.

The exercise price of the Pre-Funded and Common Warrants are subject to adjustment in the case of customary events such as stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting the common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders.

The Common Warrants grant certain participation rights to the warrant holder. If the Company issues rights, warrants, or other purchase rights to common stockholders on a pro rata basis, the warrant holder can participate as if it already exercised the warrant in full. If the company declares any distribution to common stockholders, including, cash dividends stock dividends, spin-offs, property distributions, reorganizations or similar transactions, then the holder participates as if it held all warrant shares immediately before the record date. In the event of a fundamental transaction the holder can, generally, exercise the warrant, and receive the same consideration received by the common shareholders. These participation rights may be held in abeyance, or limited if they result in the holder exceeding beneficial ownership limitations as defined in the warrants.

For the year ended June 30, 2026, the Scientific Advisory Board was granted fully vested warrants to purchase 1,144 shares of common stock at exercise prices between $1.16 - $1.83 per share expiring in the fiscal year ending June 30, 2030. The fair value of the warrants was $503 for the year ended June 30, 2026 and recorded as consulting expense.

For the year ended June 30, 2026, the Company’s Board of Directors authorized the issuance of 2,888 shares of its Series A preferred stock, which are fully vested with a restrictive legend for employee compensation. The Company recorded an expense of $9,567 during the year ended June 30, 2026, which is the fair value on the date of issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The fair value of the Series A preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

For the year ended June 30, 2026, the Company’s Board of Directors authorized the issuance of 1,786 fully vested shares of its common stock for employee compensation. The Company recognized a noncash compensation expense of $1,731 which was the fair value on the date of issuance.

For the year ended June 30, 2026, the Company’s Board of Directors authorized the issuance of 195,558 fully vested shares of its common stock with a restrictive legend for consulting and legal services. The Company recorded an expense of $271,101, which was the fair value on the dates of issuance.

For the year ended June 30, 2026, the Company’s Board of Directors authorized the issuance of 34,381 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $45,001, which was the fair value on the dates of issuance.

On July 1, 2025, the Board of Directors and Dr. Anil Diwan, President and Chairman of the Board agreed to the extension of Dr. Diwan’s employment agreement for a period of one year from July 1, 2025 through June 30, 2026 under the same general terms and conditions. The Company granted Dr. Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares vested in quarterly installments of 2,551 shares on September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026.

ATM Offering

On April 15, 2024, the Company entered into an ATM sales agreement with E.F. Hutton Securities (now D.Boral Capital), the Sales Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of common stock having an aggregate offering price of up to $50 million. From July 1, 2025 through June 30, 2026 the Company sold 1,264,988 shares of common stock at an average price of approximately $1.56 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 was approximately $1,909,000 after placement agent fees and other estimated offering expenses.

Fiscal Year Ended June 30, 2025 Transactions

Registered Direct Offerings and Private Placements

On November 10, 2025, the Company entered into a securities purchase agreement (the “November 2025 Securities Purchase Agreement”) pursuant to which the Company agreed to sell and issue to a single investor in a registered direct offering (the “Registered Direct 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. Each Pre-Funded Warrant 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 exercised in full.

Also pursuant to the Securities Purchase Agreement, in a concurrent private placement offering (the “PIPE Offering,” and collectively with the Registered Direct Offering, the “Offering”), the Company agreed to sell and issue to the Investor detachable Series A common stock Purchase Warrants (the “Series A Warrants”) to purchase up to 3,571,429 shares of common stock and detachable Series B common stock Purchase Warrants (the “Series B Warrants,” and collectively with the Series A Warrants (the “Common Warrants”) to purchase up to 3,571,429 shares of common stock. The Series A Warrants will be exercisable beginning six months from the date of issuance at an exercise price of $1.75 per share, and will expire two years from the date of issuance. The Series B Warrants will be exercisable beginning six months from the date of issuance at an exercise price of $2.00 per share, and will expire five and one-half years from the date of issuance. The warrants meet the criteria for equity classification.

The Company generated gross proceeds of $6,000,000 and net proceeds of approximately $5,404,000 from the Offering after deducting placement agent fees and commissions and other offering expenses. Additionally, on November 25, 2025 the Pre-Funded Warrants were exercised, the Company received $16.01, the par value of the shares issued, and the Company issued 1,601,429 of the Company’s $0.00001 par value common shares.

On December 15, 2025, the Company filed a Prospectus registering the common shares underlying Series A and B Common Warrants. The filing of the Preliminary Prospectus enables the registered shares of common stock to be issued upon the exercise of the Common Warrants.

The exercise price of the Pre-Funded and Common Warrants are subject to adjustment in the case of customary events such as stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders.

The Common Warrants grant certain participation rights to the warrant holder. If the Company issues rights, warrants, or other purchase rights to common stockholders on a pro rata basis, the warrant holder can participate as if it already exercised the warrant in full. If the company declares any distribution to common stock holders, including, cash dividends stock dividends, spin-offs, property distributions, reorganizations or similar transactions, then the holder participates as if it held all warrant shares immediately before the record date. In the event of a fundamental transaction the holder can, generally, exercise the warrant, and receive the same consideration received by the common shareholders. These participation rights may be held in abeyance, or limited if they result in the holder exceeding beneficial ownership limitations as defined in the warrants.

Stock-based Compensation

On July 1, 2025 the Company and Dr. Anil Diwan entered into an extension of his employment agreement for a period of one year from July 1, 2025 through June 30, 2026 under the same general terms and conditions. The Company granted Dr. Anil Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares were vested in quarterly installments of 2,551 shares on September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026 and are subject to forfeiture. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $40,052 during the year ended June 30, 2026, which was the fair value on the date of issuance.

On July 1, 2024, the Board of Directors and Dr. Anil Diwan, President and Chairman of the Board agreed to the extension of Dr. Diwan’s employment agreement for a period of one year from July 1, 2024 through June 30, 2025 under the same general terms and conditions. The Company granted Dr. Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares vested in quarterly installments of 2,551 shares on September 30, 2024, December 31, 2024, March 31, 2025 and June 30, 2025. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $49,834 during the year ended June 30, 2025, which was the fair value on the date of issuance.

On April 15, 2024, the Company entered into a new ATM sales agreement with. E.F. Hutton (now D.Boral Capital), the Sales Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of common stock having an

aggregate offering price of up to $50 million. From July 1, 2024 through June 30, 2025 the Company sold 3,351,096 shares of common stock at an average price of approximately $1.64 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 July 1, 2024 through June 30, 2025 was approximately $5,296,000 after placement agent fees and other estimated offering expenses.

For the year ended June 30, 2025, the Scientific Advisory Board was granted fully vested warrants to purchase 1,144 shares of common stock at exercise prices between $1.55 - $2.35 per share expiring in the fiscal year ending June 30, 2029. The fair value of the warrants was $679 for the year ended June 30, 2025 and recorded as consulting expense.

For the year ended June 30, 2025, the Company’s Board of Directors authorized the issuance of 2,888 shares of its Series A preferred stock, which are fully vested with a restrictive legend for employee compensation. The Company recorded an expense of $10,809 during the year ended June 30, 2025, which is the fair value on the date of issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The fair value of the Series A preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

For the year ended June 30, 2025, the Company’s Board of Directors authorized the issuance of 1,786 fully vested shares of its common stock for employee compensation. The Company recognized a noncash compensation expense of $2,125 which was the fair value on the date of issuance.

For the year ended June 30, 2025, the Company’s Board of Directors authorized the issuance of 79,149 fully vested shares of its common stock with a restrictive legend for consulting and legal services. The Company recorded an expense of $115,500, which was the fair value on the dates of issuance.

For the year ended June 30, 2025, the Company’s Board of Directors authorized the issuance of 30,746 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $45,000, which was the fair value on the dates of issuance.

Fiscal Year Ended June 30, 2024 Transactions

On July 19, 2023, the Company entered into an agreement with TheraCour, to accept the Company’s unsecured convertible promissory note (the “Note”) in payment of the milestone award earned under the COVID License Agreement. The Note accrued simple interest at the rate of 12% per annum and was due and payable on January 19, 2025, the maturity date. The principal of the Note was convertible, at TheraCour’s option, into 331,859 shares of the Company’s Series A preferred stock, par value $0.00001 at the conversion price, specified as the fair value of the Series A shares on July 19, 2023 in the terms and conditions contained within the Note. On October 27, 2023 TheraCour exercised its right to convert the principal of the July 19, 2023 Note into 331,859 shares of the Company’s Series A preferred stock. Furthermore, TheraCour cancelled all of the accrued interest on the Note totaling $49,808 which has been reported as a capital transaction credit to additional paid in capital on the accompanying statements of changes in stockholders’ equity. Total interest incurred under the Note for the year ended June 30, 2024 was $49,808.

On October 6, 2023, the Board of Directors and Dr. Anil Diwan, President and Chairman of the Board agreed to the extension of Dr. Diwan’s employment agreement for a period of one year from July 1, 2023 through June 30, 2024 under the same general terms and conditions. The Company granted Dr. Diwan an award of 10,204 shares of the Company’s Series A preferred stock. The shares vested

in quarterly installments of 2,551 shares on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024. The Company recognized non-cash compensation expense related to the issuance of the Series A preferred stock of $32,498 during the year ended June 30, 2024, which was the fair value on the date of issuance.

On April 15, 2024, the Company entered into a new ATM sales agreement with. E.F. Hutton Securities, the Sales Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, shares of common stock having an aggregate offering price of up to $50 million. From May 8, 2024 through June 30, 2024 the Company sold 1,308,651 shares of common stock at an average price of approximately $2.47 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 was approximately $3,120,000 after placement agent fees and other estimated offering expenses.

For the year ended June 30, 2024, the Scientific Advisory Board was granted fully vested warrants to purchase 1,144 shares of common stock at exercise prices between $1.43- $1.66 per share expiring in the fiscal year ending June 30, 2028. The fair value of the warrants was $563 for the year ended June 30, 2024 and recorded as consulting expense.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 2,888 shares of its Series A preferred stock, which are fully vested with a restrictive legend for employee compensation. The Company recorded an expense of $10,747 during the year ended June 30, 2024, which is the fair value on the date of issuance.

There is currently no market for the shares of Series A preferred stock and they can only be converted into shares of common stock upon a change of control of the Company as more fully described in the Certificate of Designation. The Company, therefore, estimated the fair value of the Series A preferred stock granted to various employees and others on the date of grant. The fair value of the Series A preferred stock at each issuance was estimated based upon the price of the Company’s common stock after an application for a reasonable discount for lack of marketability.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 1,786 fully vested shares of its common stock for employee compensation. The Company recognized a noncash compensation expense of $2,340 which was the fair value on the date of issuance.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 101,542 fully vested shares of its common stock with a restrictive legend for consulting and legal services. The Company recorded an expense of $131,600, which was the fair value on the dates of issuance.

For the year ended June 30, 2024, the Company’s Board of Directors authorized the issuance of 33,579 fully vested shares of its common stock with a restrictive legend for director services. The Company recorded an expense of $45,000, which was the fair value on the dates of issuance.