Management Change/Compensation (Form 8-K)

Item 5.02. Compensatory Arrangements of Certain Officers.

Extension Employment Agreement - Anil Diwan

On September 25, 2025, NanoViricides, Inc. (the "Registrant") entered into an Extension Agreement effective July 1, 2025 (the "Diwan Extension") of the Employment Agreement with Dr. Anil R. Diwan entered into on July 1, 2018 (the "Diwan Employment Agreement") to continue to serve as the President of the Registrant, effective July 1, 2025.

The Extension provides that Dr. Diwan will continue to serve as the Registrant's President until June 30, 2026 at a base annual base salary of $400,000. Dr. Diwan shall be entitled to participate in all fringe benefits the Registrant provides for its employees generally and such other benefits as the Registrant provides for its senior executives. In addition, the Registrant shall maintain a Term Life Insurance policy for Dr. Diwan, valued at $2 million, of which $1 million shall be assigned to the Registrant and the remaining balance to Dr. Diwan's estate.

In addition, as an incentive towards the ultimate success of the Registrant, and to provide leadership authority to Dr. Diwan, the Registrant granted 10,204 shares of the Registrant's Series A Preferred Stock, par value $0.00001 per share to Dr. Diwan. Dr. Diwan's rights in the shares shall vest in equal, quarterly installments commencing on September 30, 2025 and fully vest on June 30, 2026. Dr. Diwan will be eligible to receive severance if he is terminated by the Registrant other than for cause in which event the Registrant shall pay to Dr. Diwan an amount equal to six (6) month's salary as severance compensation (without regard to compensation or benefits Dr. Diwan receives from any other source). Dr. Diwan shall be eligible for all benefits during this six (6) month period including bonuses, vesting of previously awarded stock options, health care insurance and other fringe benefits that have been ongoing. The Registrant may elect to pay such severance compensation in a lump sum or in equal payments over the six month period. A copy of the Diwan Extension is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference.

Extension Employment Agreement - Meeta Vyas

Also on September 25, 2025, the Registrant) entered into an Extension Agreement effective July 1, 2025 (the "Vyas Extension") of the Employment Agreement with Meeta Vyas of the Employment Agreement with Ms. Vyas entered into on May 31, 2013, (the "Vyas Employment Agreement") to continue to serve as the Chief Financial Officer of the Registrant, effective July 1, 2025.

The Vyas Extension is renewable on an annual basis. The Vyas Employment Agreement provided for a term of three (3) years with a base compensation of $9,000 per month and 129 shares of Series A preferred stock, also on a monthly basis. On January 1, 2015, her cash compensation was increased to $10,800 per month. The Vyas Extension is for a period of one year from July 1, 2025 through June 30, 2026 under the same general terms as the Vyas Employment Agreement with amendments to provide that the CFO shall be reimbursed up to 50% of all costs of Health Insurance including any Medical, Dental, and any and all parts and subparts of Medicare Insurance that she subscribes to, not to exceed $2,500 per month. A copy of the Vyas Extension is attached to this Form 8-K as Exhibit 10.2 and is incorporated by reference.

Amendment to Line of Credit Agreement

On November 13, 2023, the Company's President and CEO, Dr. Anil Diwan, entered into a Line of Credit Agreement whereby Dr. Diwan agreed to provide a standby Line of Credit to the Company in the maximum amount of $2,000,000. All amounts outstanding under the Line of Credit, including principal, accrued interest and other fees and charges, will be due and payable on December 31, 2024. Amounts drawn down under the Line of Credit shall bear interest at a fixed rate of 12%. Advancements under the Line of Credit will be collateralized by an Open End Mortgage Deed on the Company's real property at 1 Controls Drive, Shelton, Connecticut and a Chattel Mortgage (U.C.C - 1 filing) against the Company's equipment and fixtures. Any draw down under the Line of Credit requires the approval of the Company's Board of Directors. On February 12, 2024, the Company, pursuant to Article 2.5 of the Company's Line of Credit Agreement with Dr. Anil Diwan, signed an Extension Agreement which extended the maturity of the Company's Line of Credit from December 31, 2024 to December 31, 2025. There were no other amendments to the original Line of Credit. On September 23, 2024 the Company, pursuant to Article 2.5 of the Company's Line of Credit Agreement with Dr. Anil Diwan, signed an Amendment Agreement which increased the available line of credit from $2 million to $3 million, and extended the maturity of the Company's Line of Credit from December 31, 2025 to March 31, 2026. On July 25, 2025, the Company, pursuant to Article 2.5 of the Line of Credit Agreement signed an Amendment Agreement extending the maturity of the Company's Line of Credit from March 31, 2026 to March 31, 2027.