Biovie Inc S-1/A, filed Nov 27, 2024
Biovie Inc. (BIVI)
As filed with the Securities and Exchange Commission on November 27, 2024
Registration No. 333-283394
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 2834 | ||||
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
(
(Address, including zip code, and telephone number,
including area code, of
registrant’s principal executive offices)
Chief Executive Officer
c/o BioVie Inc.
(
(Name, address, including zip code, and telephone
number, including area code,
of agent for service)
Copy to:
Michael S. Lee, Esq.
Mark G. Pedretti, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 521-5400
Fax: (212) 521-5450
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the selling securityholders.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
| (a) | Exhibits. |
* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Carson City, State of Nevada, on the 27th day of November, 2024.
| BIOVIE INC. | ||
| By: | /s/ Cuong Do | |
| Cuong Do | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Person | Capacity | Date | ||
| /s/ Cuong Do | Chief Executive Officer | November 27, 2024 | ||
| Cuong Do | (Principal Executive Officer) | |||
| /s/ Joanne Wendy Kim | Chief Financial Officer | November 27, 2024 | ||
| Joanne Wendy Kim | (Principal Financial and Accounting Officer) | |||
| * | Chairman | November 27, 2024 | ||
| Jim Lang | ||||
| * | Director | November 27, 2024 | ||
| Michael Sherman | ||||
| * | Director | November 27, 2024 | ||
| Richard J. Berman | ||||
| * | Director | November 27, 2024 | ||
| Robert Hariri | ||||
| * | Director | November 27, 2024 | ||
| Sigmund Rogich |
Pursuant to Power of Attorney
| By: | /s/ Cuong Do | |
| Cuong Do | ||
| Attorney-in-Fact |
Exhibit 5.1
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9275 W. Russell Road, Suite 240 PH (702) 692-8026 | FX (702) 692-8075 fennemorelaw.com |
November 27, 2024
BioVie Inc.
680 West Nye Lane, Suite 201
Carson City, Nevada 89703
| Re: | BioVie Inc./Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as special Nevada counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of up to 7,711,613 shares (the “Shares”) of its Class A Common Stock, $0.0001 par value per share (the “Common Stock”) on a registration statement on Form S-1 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) as of the date hereof in accordance with the Securities Act of 1933, as amended (the “Securities Act”). Terms not otherwise defined herein have the meaning as ascribed to such terms in the Registration Statement.
The Shares are issuable upon exercise by the Selling Stockholders of the Warrants as previously issued by the Company consisting of (a) Private Placement I Warrants to purchase 4,443,000 shares of Common Stock; (b) Private Placement II Warrants to purchase 2,667,000 shares of Common Stock; (c) Placement Agent I Warrants to purchase 97,440 shares of Common Stock; (d) Placement Agent II Warrants to purchase 91,373 shares of Common Stock; (e) Placement Agent III Warrants to purchase 222,150 shares of Common Stock; (f) Placement Agent IV Warrants to purchase 133,350 shares of Common Stock; and (g) Placement Agent V Warrants to purchase 57,300 shares of Common Stock.
For purposes of these opinions, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(a) the Registration Statement;
(b) form of the Private Placement I Warrants;
(c) form of the Private Placement II Warrants;
(d) form of the Placement Agent I Warrants;
BioVie Inc.
November 27, 2024
Page 2
(e) form of the Placement Agent II Warrants;
(f) form of the Placement Agent III Warrants;
(g) form of the Placement Agent IV Warrants;
(h) form of the Placement Agent V Warrants; and
(i) certain resolutions and actions of the Board of Directors of the Company relating to the issuance of the Warrants and registration of the Shares under the Securities Act, and such other matters as relevant.
We have obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate documents, records, certificates, and instruments (collectively with the documents identified in (a) through (i) above, the “Documents”) as we deem necessary or advisable to render the opinions set forth herein.
In our examination, we have assumed:
(a) the legal capacity 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;
(d) that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder;
(e) other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the Documents;
(f) the execution, delivery, and performance by all parties of the Documents; and
(g) that all Documents are valid, binding, and enforceable against the parties thereto.
We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such Documents. We note that the Company has reserved, and assume that it will continue to reserve, sufficient authorized shares of the Common Stock to allow for the issuance of the Shares.
BioVie Inc.
November 27, 2024
Page 3
The opinions expressed below 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 for purposes of delivering these opinions expressed herein or any changes in applicable law that may come to our attention after the date the Registration Statement is declared effective.
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 issuance of the Shares has been duly authorized and upon issuance in accordance with the Warrants in accordance with the terms thereof, the Shares will be validly issued, fully paid, and nonassessable.
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, we express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal laws. The opinions we express herein are limited solely to 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 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. 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.
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Very truly yours,
/s/ Fennemore Craig, P.C. Fennemore Craig, P.C.
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tmor/cdol