Form 424B5 - Prospectus [Rule 424(b)(5)]
09 August 2024 - 10:05PM
Edgar (US Regulatory)
AMENDMENT NO. 1 DATED AUGUST 9, 2024
To Prospectus Supplement dated April 5, 2024
(To Prospectus Dated May 22, 2023)
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-271706
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NANOVIRICIDES, INC.
Up to $ $9,318,576 of
Common Stock
This Amendment No. 1 to Prospectus
Supplement (the “Amendment”) amends and supplements the information in our prospectus, dated May 22, 2023 (the “Prospectus”),
and the prospectus supplements, dated August 7, 2023 and April 5, 2024 (the “Prospectus Supplements”), each of which were
filed pursuant to our registration statement on Form S-3 (File No. 333-271706) (the “Registration Statement”). This Amendment
should be read in conjunction with the Prospectus and Prospectus Supplements, and is qualified by reference thereto, except to the extent
that the information herein amends or supersedes the information contained in the Prospectus and the Prospectus Supplement. This Amendment
is not complete without, and may only be delivered or utilized in connection with, the Prospectus and Prospectus Supplement, and any future
amendments or supplements thereto.
This Amendment is being filed
in connection with our previously announced “at the market offering” program, and to update the remaining amount of shares
of our common stock, par value $0.00001 per share, that we may issue and sell from time to time through or to EF Hutton LLC (the “Agent”)
as sales agent or principal, pursuant to the terms of our previously announced At Market Issuance Sales Agreement, dated April 5, 2024
between us and the Agent (the “Sales Agreement”).
Our common stock is listed
on the New York Stock Exchange, or NYSE, under the symbol “NNVC”. As of August 8, 2024, the aggregate market value of our
common stock held by non-affiliates, or the public float, pursuant to General Instruction I.B.6 of Form S-3 was $40,811,667, which was
calculated based on 12,329,809 shares of our common stock outstanding held by non-affiliates as of August 8, 2024 and at a price of $3.31
per share, the last reported sale price for our common stock on June 10, 2024. As of the date hereof, we have offered and sold $4,285,312.04
of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on
and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary
offerings on Form S-3 with a value exceeding one-third of our public float (as defined by General Instruction I.B.6) in any 12 calendar
month period so long as our public float remains below $75 million.
We are filing this Amendment
to amend the Prospectus Supplements to increase the maximum amount we are eligible to sell under our Registration Statement pursuant to
General Instruction I.B.6 of Form S-3. Accordingly, in accordance with the terms of the Sales Agreement, we may offer and sell common
stock having an aggregate offering price of up to $9,318,576 from time to time through or to the Agent pursuant to the Prospectus and
Prospectus Supplements, as amended by this Amendment. However, in the event that our public float increases or decreases, we may sell
securities in public primary offerings on Form S-3 with a value up to one-third of our public float, as calculated pursuant to General
Instruction I.B.6 and subject to the terms of the Sales Agreement. In the event that our public float increases above $75 million, we
will no longer be subject to the limits in General Instruction I.B.6 of Form S-3.
Investing in our common
stock involves risks. You should carefully consider the risks described under “Risk Factors” in the Prospectus and Prospectus
Supplements, as well as those described in our other reports and documents we filed with the Securities and Exchange Commission (the “SEC”)
that we incorporate by reference in the Prospectus, the Prospectus Supplements and this Amendment, before making a decision to invest
in our common stock.
Neither the SEC, any state
securities commission, nor any other regulatory body has approved or disapproved of these securities or determined if this Amendment is
accurate or complete. Any representation to the contrary is a criminal offense.
The date of this Amendment No. 1 to Prospectus
Supplement is August 9, 2024.
NanoViricides (AMEX:NNVC)
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