8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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:

On December 7, 2024, NanoViricides, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the meeting, 6,096,059 shares of the Company’s common stock and 883,177 shares of Series A Convertible Preferred Stock (“Series A Preferred Shares”) entitled to vote at the Meeting, as of the record date of November 13, 2023, were present in person or by proxy, representing 47.1% 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 Todd Rokita as a Class I Director and Makarand Jawadekar and Brian Zucker Class II Directors, each to a two-year term expiring at the 2026 annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier resignation or removal; and (ii) the ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 15, 2024.

The voting results of the shares of the Company’s voting stock for each proposal are set forth below:

Proposal – Election of Directors

• Re-Election of Theodore Rokita as a Class I Director and Makarand Jawadekar and Brian Zucker as Class II Directors:

Proposal 2 – Ratification of AccountingFirm – To ratify the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025:

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIESEXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.