SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
$0.00001 per share |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 22, 2025, NanoViricides, Inc. (the “Company”) reconvened and held its 2025 Annual Meeting of Stockholders (the “Meeting”) . At the meeting, 7,906,820 shares of the Company’s common stock and 838,025 shares of Series A Convertible Preferred Stock (“Series A Preferred Shares”) entitled to vote at the Meeting, as of the record date of October 3, 2025, were present in person or by proxy, representing approximately 61% of the Company’s outstanding voting capital stock and constituting a quorum for the transaction of business.
With a quorum present, the required shareholders approved the following proposals: (i) the re-election of Anil Diwan as a Class I Director for a two-year term expiring at the 2027 annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier resignation or removal; (ii) to conduct an advisory vote on the compensation of the Company’s named Executive Officers; and (iii) the ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 7, 2025.
The voting results of the shares of the Company’s voting stock for each proposal are set forth below:
Proposal 1 – Election of Director - Re-Election of Anil Diwan as a Class I Director:
| Director | For | Against | Votes Abstained | |||
| Anil Diwan | 9,757,652 | 173,096 | 48,971 |
Proposal 2 – Advisory Vote on Executive Compensation – To conduct an advisory vote on the compensation of the Company’s named Executive Officers:
| Votes For | Votes Against | Votes Abstained |
| 9,500,223 | 420,374 | 59,122 |
Proposal 3 – Ratification of Accounting Firm – To ratify the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026:
| Votes For | Votes Against | Votes Abstained |
| 14,594,257 | 194,416 | 60,051 |
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
| NANOVIRICIDES, INC. | ||
| Date: November 26, 2025 | By: | /s/ Anil Diwan |
| Name: | Anil Diwan | |
| Title: | Chairman, President | |