纳诺病毒克公司美股招股说明书(2025-12-30版)

NANOVIRICIDES,INC. 3,571,429 shares of Common Stock underlying SeriesA Common Stock Purchase Warrants3,571,429 shares of Common Stock underlying SeriesB Common Stock Purchase Warrants This prospectus relates to the offer and resale by the selling stockholder identified herein (the “Selling Stockholder”) of (i) 3,571,429shares of common stock of NanoViricides, Inc. (the “Company,” “we,” “us” or “our”), par value $0.00001 per share (the “CommonStock”) issuable upon the exercise of Series A Common Stock Purchase Warrants (the “Series A Warrants”) at an exercise price of$1.75 per share and (ii) 3,571,429 shares of Common Stock issuable upon the exercise of Series B Common Stock Purchase Warrants We will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder. However, upon the exerciseof all of the Common Warrants by payment of cash, we will receive proceeds of approximately $13.4 million. However, we cannotpredict when and in what amounts or if the Common Warrants will be exercised by payments of cash and it is possible that the The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number ofdifferent ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose ofthe shares of Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 8. Discounts,concessions, commissions and similar selling expenses attributable to the sale of shares of Common Stock covered by this prospectus The Common Stock is listed on the New York Stock Exchange American (the “NYSE American”) under the symbol “NNVC.” OnDecember 11, 2025, the last reported sale price of the Common Stock on the NYSE American was $1.30 per share. Investing in our securities involves significant risks. See “RISK FACTORS” on page 5 for information you should considerbefore buying these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is not an offer to sell any securities in any state where the offer is not permitted. The date of this prospectus is December 30, 2025. Prospective investors may rely only on the information contained in this prospectus. We have not authorized anyone to provideprospective investors with different or additional information. This prospectus is not an offer to sell nor is it seeking an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption “Selling Stockholder,”from time to time, of up to an aggregate of 7,142,858 shares of Common Stock. We are not selling any shares of Common Stock underthis prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any otherinformation and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that othersmay give you. The information contained in this prospectus speaks only as of the date set forth on the cover pageand may not reflect We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitationis not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person towhom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment This prospectus and any accompanying prospectus supplements may include trademarks, service marks and trade names owned by usor other companies. All trademarks, service marks and trade names included in this prospectus or any accompanying prospectus Unless the context otherwise indicates, references in this prospectus to “we,” “us,” “our,” the “Company” and “NanoViricides” refer toNanoViricides,Inc., a Delaware corporation, and its subsidiaries. The term “you” refers to a prospective investor. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION We are making this statement pursuant to the safe harbor provisions for forward-looking statements described in the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statements are not historical facts but are the intent, belief, or currentexpectations of our business and industry. We make statements in this prospectus, including statements that are incorporated byreference, that are forward-looking. When used