aibioNanoViricides closes registered direct offering with gross proceeds of about $6.0 million
Tickers NNVC
The company sold 1,970,000 shares at $1.68 per share and pre-funded warrants for up to 1,601,429 shares to one investor, and issued Series A and Series B warrants in a concurrent private placement.
Key facts
- Company
- NanoViricides, Inc. (AMEX: NNVC)
- News type
- Financings
- Primary source
- NANOVIRICIDES, INC. Form 8-K filed November 14, 2025 (SEC EDGAR)
NanoViricides, Inc. (NYSE American: NNVC) closed a registered direct offering and a concurrent private placement on November 12, 2025, with gross proceeds of about $6.0 million before fees and expenses. A.G.P./Alliance Global Partners was the exclusive placement agent. The company disclosed the closing in a Form 8-K filed November 14, 2025, and in press releases issued November 11 and November 12, 2025. The single institutional investor is not named in the filing.
The securities
The securities purchase agreement, dated November 10, 2025, covers 1,970,000 common shares at $1.68 a share. It also covers pre-funded warrants for up to 1,601,429 shares at $1.67999 each, which can be exercised at a price of $0.00001 a share at any time. The shares and pre-funded warrants were sold under a shelf registration on Form S-3 and a prospectus supplement filed November 12, 2025.
The concurrent private placement adds two sets of common warrants for up to 3,571,429 shares each. The Series A warrants are exercisable six months after issuance at $1.75 a share and expire two years after issuance. The Series B warrants are exercisable six months after issuance at $2.00 a share and expire five and one-half years after issuance. The warrants were sold under Section 4(a)(2) and Regulation D.
The company agreed not to issue more shares, or file a registration statement, for 90 days after the closing. It also agreed not to enter into a variable rate transaction for 180 days, subject to exceptions. Its directors and executive officers signed lock-up agreements for 90 days.
Who was paid
The placement agency agreement, also dated November 10, 2025, sets a cash fee of 7.0% of gross proceeds. NanoViricides also agreed to reimburse A.G.P. up to $60,000 in fees and expenses, and up to $15,000 in non-accountable expenses. The 8-K names Lucosky Brookman LLP as the company's counsel, on the legality of the securities. It names no counsel for the placement agent, and it gives no net proceeds figure. The company says it will use the net proceeds for working capital and general corporate purposes.
Cash and the going concern warning
The offering came after a difficult stretch. The company's annual report for the fiscal year ended June 30, 2025 says it had about $1.6 million in cash at that date. In February 2024 the company obtained a $2 million line of credit from Dr. Anil Diwan, its founder, president and executive chairman; on September 26, 2024, the line was increased to $3 million and extended to March 31, 2026. The company also raised about $1.25 million through at-the-market stock sales through September 24, 2025.
The report says the company's cash and the line of credit "will not be sufficient to fund the Company's planned operations and expenditures for at least 12 months." As a result, it says, "substantial doubt exists about the Company's ability to continue as a going concern." Management says it is exploring grants, partnering, debt or equity financing.
The report also says the company believes it has enough financing to complete a Phase Ia/Ib clinical trial of its API NV-387 and the full clinical trial report, and a Phase II trial of NV-387 for MPox, based on budgets it has received. The report adds that there is no assurance it will obtain financing on acceptable terms, and that its capital could be depleted faster than planned.
Dilution and what is ahead
The offering adds shares, pre-funded warrants and two series of warrants in one transaction. The Series A and Series B warrants are not exercisable until six months after issuance, which means their effect on the share count lies beyond the closing. The 8-K does not say whether the investor is an existing shareholder. The November 11 release says the Series B exercise price is about a 20% premium to the November 10, 2025 closing price.
The release headline says the deal was priced at the market close, and it describes the buyer as a single healthcare institutional investor. The 8-K describes no further commitment from this investor or any other.