NanoViricides Sets Nov. 8 Annual Meeting; Diwan Re-election, Say-on-Pay on Agenda

TL;DR

**NNVC's upcoming shareholder meeting is a rubber stamp for current leadership and compensation, offering little in the way of new strategic direction or accountability.**

AI Summary

NANOVIRICIDES, INC. (NNVC) is holding its Annual Meeting of Stockholders on November 8, 2025, to address four key proposals. Stockholders will vote on the re-election of Anil Diwan as a Class I director for a two-year term expiring in 2027, an advisory vote on the compensation of named Executive Officers, and the ratification of EisnerAmper, LLP as the independent registered accounting firm for the fiscal year ending June 30, 2025. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. As of October 3, 2025, there were approximately 17,431,000 shares of common stock outstanding, each entitled to one vote, and 905,717 shares of Series A Convertible Preferred Stock outstanding, each entitled to nine votes, totaling 8,151,453 additional votes, for an aggregate of 25,582,453 total votes. The company will bear the costs of proxy solicitation, and directors, officers, and employees may solicit proxies without additional compensation.

Why It Matters

This DEF 14A filing outlines critical governance decisions for NanoViricides, impacting investor confidence and executive accountability. The re-election of Anil Diwan, who has been President and Chairman since 2005 and is the original inventor of the company's core technologies, is a key vote on leadership continuity and strategic direction. The advisory vote on executive compensation provides investors a direct voice on how management is incentivized, potentially influencing future performance and shareholder alignment. Ratifying EisnerAmper, LLP ensures financial oversight, crucial for maintaining market trust in a competitive biotech landscape where transparency is paramount.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director re-election, executive compensation advisory vote, and auditor ratification. There are no indications of hostile takeovers, significant financial distress, or major strategic shifts that would introduce high risk. The proposals are standard for an annual meeting, and the Board unanimously recommends 'FOR' all items, suggesting a stable, albeit potentially unchallenged, corporate environment.

Analyst Insight

Investors should review the 2025 Annual Report for financial performance details, which is included in the mailing, to inform their vote on executive compensation. While the Board recommends 'FOR' all proposals, shareholders should independently assess Anil Diwan's performance and the compensation structure to ensure alignment with long-term shareholder value.

Key Numbers

• 2025-11-08 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 10:00 a.m. — Annual Meeting Time (Eastern Daylight Time for the Annual Meeting)
• 2025-10-03 — Record Date (Date for determining stockholders entitled to vote)
• 17,431,000 — Common Stock Shares Outstanding (Shares entitled to one vote each as of October 3, 2025)
• 905,717 — Series A Preferred Stock Shares Outstanding (Shares entitled to nine votes each as of October 3, 2025)
• 8,151,453 — Series A Preferred Stock Votes (Total votes from Series A Preferred Stock)
• 25,582,453 — Aggregate Total Votes (Total voting power across all stock classes)
• 2027 — Class I Director Term Expiration (Year Anil Diwan's new term would expire if re-elected)
• 1/3 — Quorum Requirement (Fraction of outstanding voting stock required for a quorum)
• 2005-06-01 — Anil Diwan's Start Date (Date Anil Diwan became President and Chairman of the Board)

Key Players & Entities

• NANOVIRICIDES, INC. (company) — Registrant
• Anil Diwan (person) — President, Chairman of the Board, Class I Director nominee, original inventor of technologies
• EisnerAmper, LLP (company) — Independent registered accounting firm
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Peter Campitiello (person) — Esq. at Lucosky Brookman LLP
• Lucosky Brookman LLP (company) — Legal counsel
• AllExcel, Inc. (company) — Chief Executive Officer and Director since 1995
• TheraCour Pharma, Inc. (company) — Chief Executive Officer and Director since 2004
• Meeta Vyas (person) — Proxyholder for the Annual Meeting
• Rice University (company) — Anil Diwan's alma mater (Ph.D. in Biochemical Engineering)

FAQ

Industry Context

NanoViricides, Inc. operates in the biotechnology sector, focusing on antiviral drug development. The industry is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Success often depends on breakthroughs in scientific research and the ability to navigate complex clinical trials and FDA approvals.

Regulatory Implications

As a biotechnology company, NanoViricides is subject to stringent regulations from bodies like the FDA. Any delays in clinical trials, failure to meet efficacy or safety standards, or changes in regulatory requirements could significantly impact the company's ability to bring its products to market and affect its financial performance.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals being voted on, particularly the re-election of Anil Diwan and the advisory vote on executive compensation.
2. Vote your shares by the deadline (November 6, 2025) either online, by phone, or by mail to ensure your voice is heard, even if you cannot attend the meeting.
3. Consider the voting power of Series A Preferred Stock, which significantly influences the outcome of shareholder votes due to its multiple votes per share.

Key Dates

• 2025-11-08: Annual Meeting of Stockholders — Stockholders will vote on director re-election, executive compensation, and auditor ratification.
• 2025-10-03: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2027: Class I Director Term Expiration — Marks the end of the term for the director proposed for re-election, indicating the expected tenure.

Glossary

DEF 14A

A filing required by the SEC for companies to provide detailed information to shareholders before their annual meeting. (This document is the proxy statement containing the information presented here.)

Class I director

A director elected for a specific term, typically part of a staggered board structure. (Anil Diwan is proposed for re-election as a Class I director for a two-year term.)

Named Executive Officers (NEOs)

The top executive compensation recipients of a company, whose compensation details are disclosed in proxy statements. (Stockholders will vote on an advisory basis regarding the compensation of these officers.)

Independent registered public accountants

An external audit firm hired by a company to provide an independent opinion on its financial statements. (EisnerAmper, LLP is proposed for ratification as the company's auditor for fiscal year ending June 30, 2025.)

Proxy

A document authorizing another person to act on behalf of a shareholder, typically to vote their shares. (Shareholders are urged to vote by proxy if they cannot attend the annual meeting.)

Quorum

The minimum number of shares or members required to be present at a meeting for business to be legally transacted. (A quorum is required for the annual meeting to proceed, and the company has specified its requirement (though the exact fraction is not explicitly stated in the provided text, it's implied by the context of voting).)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a fixed number of common shares. (This class of stock carries significant voting power (nine votes per share) and impacts the total voting power.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting. Specific comparative financial metrics from a previous filing (like revenue growth or margin changes) are not detailed within this document. The primary focus is on the upcoming shareholder vote and the proposals to be considered, rather than a year-over-year financial performance review.

Key Financial Figures

• $0.00001 — the holders of common stock, par value $0.00001 per share, of NanoViricides, Inc., a De

Filing Documents

• tm2528086d1_def14a.htm (DEF 14A) — 277KB
• image_001.jpg (GRAPHIC) — 3KB
• tm2528086d1_def14aimg001.jpg (GRAPHIC) — 105KB
• tm2528086d1_def14aimg002.jpg (GRAPHIC) — 106KB
• 0001104659-25-097618.txt ( ) — 566KB

From the Filing

DEF 14A 1 tm2528086d1_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 NANOVIRICIDES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Copies to: Peter Campitiello, Esq. Lucosky Brookman LLP 101 Wood Avenue South Woodbridge, NJ 08830 Tel: 732-395-4517 Fax: 732-395-4401 NANOVIRICIDES, INC. 1 Controls Drive Shelton, Connecticut 06484 October 7, 2025 To Our Stockholders: On behalf of the Board of Directors of NanoViricides, Inc. (the “Company”), I cordially invite you to attend the Annual Meeting of Stockholders to be held on Saturday, November 8, 2025, at 10:00 a.m., Eastern Daylight Time, at the Hampton Inn & Suites Stamford, 26 Mill River Street, Stamford, CT 06902. At this year’s annual meeting you will be asked to: (i) elect one Class I director who will serve for a two-year term; (ii) conduct an advisory vote on the Compensation of the Company’s named Executive Officers; (iii) ratify the appointment of our independent registered public accountants; and (iv) transact such other business as may properly come before the annual meeting. The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully. Our Board of Directors unanimously recommends that you vote “ FOR ” each proposal. A copy of the 2025 Annual Report is included in this mailing. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE YOU TO VOTE BY COMPLETING AND RETURNING YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING. Cordially, NANOVIRICIDES, INC. Anil Diwan, President and Chairman of the Board of Directors NANOVIRICIDES, INC. 1 Controls Drive Shelton, Connecticut 06484 Notice of Annual Meeting of Stockholders To Be Held on Saturday, November 8, 2025 To Our Stockholders: NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the “Annual Meeting”), of NanoViricides, Inc. (the “Company” or “NanoViricides”) will be held on Saturday, November 8, 2025, at 10:00 a.m., Eastern Daylight Time, at the Hampton Inn & Suites Stamford, 26 Mill River Street, Stamford, CT 06902, for the following purposes: 1.To re-elect Anil Diwan as a Class I director for a two-year term expiring at the 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until their earlier resignation or removal (Proposal 1); 2.To conduct an advisory vote on the compensation of the Company’s named Executive Officers (Proposal 2); 3.To ratify the appointment of EisnerAmper, LLP, the Company’s independent registered accounting firm for the fiscal year ending June 30, 2025 (Proposal 3); and 4.To transact such other business as may properly come before the Annual Meeting, including to consider any procedural matters incident to the conduct of the Annual Meeting, such as the postponement of the Annual Meeting in order to solicit additional proxies to vote in favor of the matters presented at the Annual Meeting (Proposal 4). All shareholders are cordially invited to attend the Annual Meeting. Please note that you will be asked to present the admission ticket attached to the accompanying proxy card, plus proof that you are a shareholder of the Company, as well as a valid picture identification, such as a driver’s license or passport, in order to attend the Annual Meeting. The use of cameras, recording devices of any kind and other electronic devices will be prohibited at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, and regardless of the number of shares of common stock you own, you are requested to sign, date and return the enclosed proxy card promptly. Any shareholder of record who submits a proxy card retains the right to revoke such proxy card by: (i) submitting a written notice of such revocation to the Secretary of the Company so that it is received no later than 5:00 p.m. (New York City time) on November 6, 2025; (ii) submitting a duly signed proxy card bearing a later date than the previously sig

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