UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 6, 2022

BioVie Inc.
(Exact Name of Registrant as Specified in Its Charter)

Nevada		001-39015		46-2510769
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

680 W Nye Lane Suite 201

Carson City, NV

89703

(Address of Principal Executive Offices)

(Zip Code)

(775) 888-3162

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BIVI	The Nasdaq Stock Market, LLC

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Item 8.01

Other Events.

On December 6, 2022, BioVie Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (“SEC”) to increase, from $8.1 million to $17.5 million, the aggregate amount of shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) that may be sold pursuant to the previously disclosed Controlled Equity Offering^SM Sales Agreement, dated August 31, 2022 (the “Sales Agreement”), between the Company and Cantor Fitzgerald & Co. and B. Riley Securities, Inc. as sales agents (the “Agents”).

As previously disclosed, under the Sales Agreement, the Company may sell shares of Common Stock from time to time through or to the Agents pursuant to the shelf registration statement on Form S-3 and the related prospectus (File No. 333-252386) that became effective on February 2, 2021, as supplemented by the prospectus supplement dated August 31, 2022, and the prospectus supplement dated September 30, 2022 (the “Prior Prospectus Supplement”).

The Company filed the Prospectus Supplement in order to increase the aggregate size of the offering to $17,500,000 as a result of an increase in the Company’s public float since the date of the Prior Prospectus Supplement. Prior to the date hereof, the Company issued and sold 1,934,871 shares of Common Stock pursuant to the Sales Agreement for net proceeds of approximately $7.4 million after commission and expenses of approximately $228,247. Following the filing of the Prospectus Supplement, an aggregate of up to $17,500,000 of additional shares of Common Stock may be sold.

A copy of the opinion of Sherman & Howard L.L.C. relating to the validity of the shares of Common Stock that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the shares of Common Stock described herein, nor shall there be any sale of these securities in any state which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Sherman & Howard L.L.C.
23.1		Consent of Sherman & Howard L.L.C. (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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SIGNATURE

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 hereunto duly authorized.

	BIOVIE INC.

	By:	/s/ Joanne Wendy Kim
	Name:	Joanne Wendy Kim
	Title:	Chief Financial Officer

Date: December 6, 2022

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Exhibit 5.1

50 West Liberty Street, Suite 1000, Reno, Nevada 89501-1950

Telephone: 775.323.1980

3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169

Telephone: 702.387.6073

December 6, 2022

BioVie Inc.

680 West Nye Lane, Suite201

Carson City, Nevada 489703

Re:

BioVie Inc./Registration Statement on Form S-3 (File No. 333-252386)

Ladies and Gentlemen:

We have acted as special Nevada counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale by the Company of up to $25,000,000 of its shares of Class A common stock, $0.0001 par value per share (the “Shares”), to be sold by the Company under a Controlled Equity Offering^SM Sales Agreement dated August 31, 2022 among the Company, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (“Sales Agreement”). The Shares are being registered under the above-referenced Registration Statement (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on February 12, 2021 (the “Base Prospectus”), and the prospectus supplement thereto dated August 31, 2022 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).

For purposes of these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the Registration Statement;

(b) the Prospectus;

(d) resolutions of the Board of Directors and such other matters as relevant related to the (i) approval of the Sales Agreement and authorization of the Company to execute, deliver, and perform its obligations under the Sales Agreement, (ii) issuance and the registration of the Shares under the Securities Act, and (iii) such other matters as relevant.

We have also examined such other corporate charter documents, records, certificates, and instruments as we deem necessary or advisable to render the opinions set forth herein.

December 6, 2022
Page 2

In our examination, we have assumed:

(a) the legal capacity and competency of all natural persons executing the documents;

(b) the genuineness of all signatures on the documents;

(c) the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies; and

(d) that the Sales Agreement is enforceable in accordance with its terms.

The opinions set forth below are also subject to the further qualification that the enforcement of any agreements or instruments referenced herein and to which the Company is a party may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

On the basis of the foregoing and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized, and when issued against payment therefor as set forth in the Sales Agreement will be validly issued, fully paid, and non-assessable.

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date the Registration Statement is declared effective.

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance and sale of the Shares.

December 6, 2022
Page 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Sherman & Howard L.L.C.

	SHERMAN & HOWARD L.L.C.