Biovie Inc S-1, filed Nov 21, 2024

Biovie Inc. (BIVI)

S-1 2024-11-21

View Original

Added on October 20, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	8
RISK FACTORS	10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
DESCRIPTION OF SECURITIES WE ARE OFFERING	11
SELLING STOCKHOLDERS	15
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	22
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	22

Issuer	BioVie Inc.

Common Stock offered by the Selling Stockholders	A total 7,711,613 Shares issuable upon the exercise of the Warrants.

Common Stock currently outstanding	17,768,174 (as of November 20, 2024)

Common Stock to be outstanding assuming the full exercise of the Warrants	25,479,787

The Warrants	The exercise price of the 4,443,000 Private Placement I Warrants is $1.37 per Private Placement I Warrant. The Private Placement I Warrants are exercisable at any time from date of issuance until April 22, 2030. The exercise price of the 2,667,000 Private Placement II Warrants is $2.12 per Private Placement II Warrant. The Private Placement II Warrants are exercisable at any time from date of issuance until April 24, 2030. The exercise price of the 97,440 Placement Agent I Warrants is $12.50 per Placement Agent I Warrant. The Placement Agent I Warrants are exercisable at any time from date of issuance until March 4, 2029. The exercise price of the 91,373 Placement Agent II Warrants is $1.9125 per Placement Agent II Warrant. The Placement Agent II Warrants are exercisable at any time from date of issuance until September 23, 2029. The exercise price of the 222,150 Placement Agent III Warrants is $1.875 per Placement Agent III Warrant. The Placement Agent III Warrants are exercisable at any time from date of issuance until October 21, 2029. The exercise price of the 133,350 Placement Agent IV Warrants is $2.8125 per Placement Agent IV Warrant. The Placement Agent IV Warrants are exercisable at any time from date of issuance until October 23, 2029. The exercise price of the 57,300 Placement Agent V Warrants is $3.5375 per Placement Agent V Warrant. The Placement Agent V Warrants are exercisable at any time from date of issuance until October 28, 2029.
Use of Proceeds	We will not receive any proceeds from the sales of Shares by the Selling Stockholders. Upon any exercise of the Warrants by payment of cash, we will receive the nominal cash exercise price paid by the holders of the Warrants. We intend to use those proceeds, if any, for working capital and general corporate purposes. See the section of this prospectus titled “Use of Proceeds.”

Trading Market and Ticker Symbol for Common Stock	Our Common Stock is listed on The Nasdaq Capital Market under the symbol “BIVI.”

Risk Factors	Investing in our securities involves a high degree of risk. For a discussion of factors to consider before deciding to invest in our Common Stock, you should carefully review and consider the “Risk Factors” section of this prospectus, as well as the risk factors described or referred to in any documents incorporated by reference in this prospectus, and in any applicable prospectus supplement or amendment.

	Shares of Common Stock Beneficially Owned Prior To The		Maximum Number of Shares Being			Shares of Common Stock Beneficially Owned After The Offering⁽¹⁾
Name of Selling Stockholder	Offering		Offered			Number		Percent
Richard Adams⁽²⁾		700		700	⁽³⁾		0		*
Armistice Capital, LLC ⁽⁴⁾		1,900,000		1,900,000	⁽⁵⁾		0		*
Nelson Baquet⁽²⁾		1,847		1,847	⁽⁶⁾		0		*
William Baquet⁽²⁾		108,817		108,817	⁽⁷⁾		0		*
Chirag Choudhary⁽²⁾		35,210		28,070	⁽⁸⁾		7,140		*
CVI Investments, Inc.⁽⁹⁾		1,490,000		1,240,000	⁽¹⁰⁾		250,000		*
Empery Asset Master, Ltd⁽¹¹⁾		1,155,502		1,006,219	⁽¹²⁾		149,283		*
Empery Tax Efficient, LP⁽¹³⁾		429,765		386,567	⁽¹⁴⁾		43,198		*
Empery Tax Efficient III, LP⁽¹⁵⁾		564,733		507,214	⁽¹⁶⁾		57,519		*
Robert Forster⁽¹⁷⁾		50,000		50,000	⁽¹⁸⁾		0		*
Charles Giordano⁽²⁾		8,192		8,192	⁽¹⁹⁾		0		*
Phyllis Henderson⁽²⁾		4,200		4,200	⁽²⁰⁾		0		*
Ramnarain Jaigobind⁽²⁾		219,746		219,746	⁽²¹⁾		0		*
Eric Lord⁽²⁾		108,270		107,662	⁽²²⁾		609		*
Kevin Mangan⁽²⁾		72,054		72,054	⁽²³⁾		0		*
Rexford Capital LLC⁽²⁴⁾		60,000		60,000	⁽²⁵⁾		0		*
Maria Robles⁽²⁾		924		924	⁽²⁶⁾		0		*
Jeffrey Singer⁽²⁾		15,575		1,847	⁽²⁷⁾		13,728		*
Craig Skop⁽²⁾		31,717		31,717	⁽²⁸⁾		0		*
Kolinda Tomasic⁽²⁾		840		840	⁽²⁹⁾		0		*
Scott Rothbaum⁽²⁾		12,500		12,500	⁽³⁰⁾		0		*
Warberg WF XII LP⁽³¹⁾		110,000		60,000	⁽³²⁾		50,000		*
3i, LP⁽³³⁾		2,619,198		1,900,000	⁽³⁴⁾		719,198		2.82	%
Philip Quartuccio⁽²⁾		2,500		2,500	⁽³⁵⁾		0		*

(2)	The Selling Stockholder is affiliated with ThinkEquity, LLC, a registered broker dealer with a registered address of c/o ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004, and has sole voting and dispositive power over the securities held. The number of shares to be sold in this offering consists of shares of common stock issuable upon exercise of each of the Placement Agent I Warrants, the Placement Agent II Warrants, the Placement Agent III Warrants, the Placement Agent IV Warrants and the Placement Agent V Warrants, as applicable, which were received as compensation for such offerings. The Selling Stockholder acquired each of the Placement Agent I Warrants, the Placement Agent II Warrants, the Placement Agent III Warrants, the Placement Agent IV Warrants and the Placement Agent V Warrants, as applicable, in the ordinary course of business and, at the time such warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

(3)	Represents 700 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants.

(4)	The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, ^7th Floor, New York, NY 10022.

(5)	Represents 1,260,000 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 640,000 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(6)	Represents 315 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 294 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 666 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 400 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 172 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(7)	Represents 17,644 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 17,504 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 39,675 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 23,796 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 10,198 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(8)	Represents 7,140 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 15,106 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 9,068 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 3,896 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(9)	Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as President of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in this registration statement of Shares purchased by the investor in this offering. The business address for CVI is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111.

(10)	Represents 600,000 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 640,000 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(11)	Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd ("EAM"), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The business address for EAM is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

(12)	Represents 696,612 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 309,607 shares of Common Stock issuable upon exercise of the Private Placement II Warrants. All of the warrants owned by EAM have a Beneficial Ownership Limitation of 4.99%.

(13)	Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP ("ETE"), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The business address for ETE is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

(14)	Represents 230,346 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 156,221 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(15)	Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP ("ETE III"), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The business address for ETE III is c/o Empery Asset Management, LP, One Rockefeller Plaza, Suite 1205, New York, NY 10020.

(16)	Represents 333,042 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 174,172 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(17)	The business address for Robert Forster is 54 Deepdale Dr., Great Neck, New York 11021.

(18)	Represents 50,000 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(19)	Represents 1,397 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 1,304 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 2,955 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 1,774 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 762 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(20)	Represents 700 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 700 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 1,500 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 900 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 400 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(21)	Represents 36,245 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 33,677 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 81,974 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 46,706 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 21,144 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(22)	Represents 17,135 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 15,833 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 41,542 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 22,436 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 10,716 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(23)	Represents 12,285 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 11,471 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 25,992 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 15,602 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 6,704 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(24)	C. Raymond Langston, III is the Manager of Rexford Capital LLC and in such capacity has the right to vote and dispose of the securities held by such entity. The business address of Rexford Capital LLC is 1680 Michigan Ave., Suite 700, Miami Beach, Florida 33139.

(25)	Represents 31,500 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 28,500 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(26)	Represents 158 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 147 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 333 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 200 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 86 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(27)	Represents 315 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 294 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 666 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 400 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 172 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(28)	Represents 5,408 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 5,049 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 11,441 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 6,868 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 2,951 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(29)	Represents 140 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 100 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; 300 shares of Common Stock issuable upon exercise of the Placement Agent III Warrants; 200 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants; and 100 shares of Common Stock issuable upon exercise of the Placement Agent V Warrants.

(30)	Represents 2,500 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants; 5,000 shares of Common Stock issuable upon exercise of the Placement Agent II Warrants; and 5,000 shares of Common Stock issuable upon exercise of the Placement Agent IV Warrants.

(31)	Warberg Asset Management LLC, the general partner of Warberg WF XII LP, has voting and investment control over the reported securities. Mr. Daniel Warsh has voting and investment control over Warberg Asset Management LLC. As a result, Mr. Warsh may be deemed to have beneficial ownership of the reported securities that are held by Warberg WF XII LP. The business address for Warberg LP is c/o Warberg Asset Management LLC, 716 Oak Street, Winnetka, IL 60093.

(32)	Represents 31,500 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 28,500 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(33)	3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, ²ⁿd Floor, New York, NY 10013. We have been advised that none of Mr. Tarlow, 3i Management LLC, or 3i, LP is a member of the FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

(34)	Represents 1,260,000 shares of Common Stock issuable upon exercise of the Private Placement I Warrants and 640,000 shares of Common Stock issuable upon exercise of the Private Placement II Warrants.

(35)	Represents 2,500 shares of Common Stock issuable upon exercise of the Placement Agent I Warrants.

●	Our Definitive Proxy Statement on Form DEF 14A, filed with the SEC on September 27, 2024 as supplemented on Form DEFA14A filed with the SEC on October 22, 2024;

●	Our Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the SEC on November 13, 2024;

Securities and Exchange Commission registration fee	$	3,730.85	⁽¹⁾
Accountants’ fees and expenses	$	*
Legal fees and expenses	$	*
Miscellaneous	$	*
Total:	$	3,730.85

Exhibit Number		Description of Document
2.1		Agreement and Plan of Merger, dated April 11, 2016, among the Company, LAT Acquisition Corp and LAT Pharma, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 15, 2016).
3.1		Articles of Incorporation of the Company as filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 filed on August 15, 2013, File No. 333-190635).
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on July 13, 2018).
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 3, 2018).
3.5		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.6 to the Company’s registration statement on Form S-1 filed on November 22, 2019, File No. 333-231136).
3.6		Certificate of Change (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 1, 2024)
3.7		Termination of Amendment/Certificate (incorporated by reference to Exhibit 3.1 to the Company’s Current Report, as amended, on Form 8-K/A filed on August 6, 2024)
3.8		Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report, as amended, on Form 8-K/A filed on August 6, 2024)
3.9		Amended and Restated Bylaws of the Company, dated June 16, 2020 (incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).
3.10		First Amendment to the Amended and Restated Bylaws of the Company, dated March 12, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023).
4.1		Specimen Certificate representing shares of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on April 26, 2019).
4.2		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 4, 2024).
4.3		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 24, 2024).
4.4		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 22, 2024).
4.5		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 22, 2024).
4.6		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 24, 2024).
4.7		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 24, 2024).
4.8		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 24, 2024).
5.1*		Opinion of Fennemore Craig LLP
23.1*		Consent of EisnerAmper LLP
23.2*		Consent of Fennemore Craig LLP (included in the opinion filed as Exhibit 5.1)
24.1*		Power of Attorney (see signature page to this registration statement)
107*		Filing Fee Table

	BIOVIE INC.

	By:	/s/ Cuong Do
		Cuong Do
		Chief Executive Officer

Person	Capacity	Date

/s/ Cuong Do	Chief Executive Officer	November 21, 2024
Cuong Do	(Principal Executive Officer)

/s/ Joanne Wendy Kim	Chief Financial Officer	November 21, 2024
Joanne Wendy Kim	(Principal Financial and Accounting Officer)

/s/ Jim Lang	Chairman	November 21, 2024
Jim Lang

/s/ Michael Sherman	Director	November 21, 2024
Michael Sherman

/s/ Richard J. Berman	Director	November 21, 2024
Richard J. Berman

/s/ Robert Hariri	Director	November 21, 2024
Robert Hariri

/s/ Sigmund Rogich	Director	November 21, 2024
Sigmund Rogich



	9275 W. Russell Road, Suite 240 Las Vegas, Nevada 89148 PH (702) 692-8026 \| FX (702) 692-8075 fennemorelaw.com