Biovie Inc 10-Q for FY2021 Q1

Biovie Inc. (BIVI)

10-Q 2020-11-05 For: 2020-09-30

Added on April 09, 2026

About this 10-Q

Biovie Inc filed this 10-Q on November 5, 2020, covering the quarter ended September 30, 2020 (FY2021 Q1).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $7.33M; compared with a net loss of $3.82M a year earlier
Diluted EPS: -$7.75; compared with -$5.06 a year earlier

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Nevada		46-2510769
(State or other jurisdiction of incorporation or organization)		(I.R.S. Empl. Ident. No.)

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

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

Item 1.	Financial Statements	1
	Condensed Balance Sheets at September 30, 2020 (unaudited) and June 30, 2020	1
	Condensed Statements of Operations (unaudited) - for the three months ended September 30, 2020 and 2019	2
	Condensed Statements of Cash Flows (unaudited) - for the three months ended September 30, 2020 and 2019	3
	Condensed Statements of Changes in Stockholders’ Equity/(Deficit) (unaudited) - for the three months ended September 30, 2019 and September 30, 2020	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22

SIGNATURES		23

	September 30,			June 30,
	2020			2020
ASSETS		(Unaudited)
CURRENT ASSETS:
Cash	$	13,195,562		$	37,195
Other assets		52,194			375,785
Total current assets		13,247,756			412,980
OTHER ASSETS:
Intangible assets, net		1,267,882			1,325,226
Goodwill		345,711			345,711
Total other assets		1,613,593			1,670,937
TOTAL ASSETS	$	14,861,349		$	2,083,917
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	203,174		$	1,259,206
Derivative liability - warrants		—			16,411,504
Derivative liability - conversion option on convertible debenture		—			5,000,800
Convertible debenture - related party, net of unearned discount $0 and $462,864 and capitalized accrued interest of $0 and $48,407 at September 30, 2020 and June 30, 2020, respectively		—			848,543
Total current liabilities		203,174			23,520,053
LONG TERM LIABILITIES:
Loan Payable		62,500			62,500
TOTAL LIABILITIES		265,674			23,582,553
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		—			—
Common stock, $0.0001 par value; 800,000,000 shares authorized at September 30, 2020 and June 30, 2020; 13,916,164 and 5,204,392 shares issued and outstanding at September 30, 2020 and June 30, 2020, respectively		1,391			520
Additional paid in capital		101,896,586			19,538,742
Accumulated deficit		(87,302,302	)		(41,037,898	)
Total stockholders' equity (deficit)		14,595,675			(21,498,636	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	14,861,349		$	2,083,917

	Three Months Ended			Three Months Ended
	September 30, 2020			September 30 2019

OPERATING EXPENSES:
Amortization expense	$	57,344		$	57,344
Research and development expenses		100,914			341,501
Selling, general and administrative expenses		228,497			307,373
TOTAL OPERATING EXPENSES		386,755			706,218

LOSS FROM OPERATIONS		(386,755	)		(706,218	)

OTHER (INCOME) EXPENSE:
Change in fair value of derivative liabilities		(8,279,919	)		(362,586	)
Interest expense		559,312			3,477,615
Interest income		(64	)		(20	)
TOTAL OTHER (INCOME) EXPENSE, NET		(7,720,671	)		3,115,009


NET INCOME (LOSS)	$	7,333,916		$	(3,821,227	)

Deemed dividends – Related party (See Note 5)		53,598,320			17,099,058

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(46,264,404	)	$	(20,920,285	)

NET LOSS PER COMMON SHARE
- Basic	$	(7.75	)	$	(5.06	)
- Diluted	$	(7.75	)	$	(5.06	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- Basic		5,971,622			4,132,617
- Diluted		5,971,622			4,132,617

										Total
					Additional					Stockholders'
	Common Stock				Paid in		Accumulated			Equity
	Shares		Amount		Capital		Deficit			(Deficit)

Balance, June 30, 2019		4,058,724	$	406	$	9,392,573	$	(7,262,072	)	$	2,130,907

Issuance of commitment shares		1,125,000		112		10,068,638		—			10,068,750

Deemed dividend for commitment shares		—		—		—		(17,099,058	)		(17,099,058	)

Net loss		—		—		—		(3,821,227	)		(3,821,227	)

Balance, September 30, 2019		5,183,724	$	518	$	19,461,211	$	(28,182,357	)	$	(8,720,628	)

Balance, June 30, 2020		5,204,392	$	520	$	19,538,742	$	(41,037,898	)	$	(21,498,636	)

Net proceeds from issuance of common stock		1,799,980		180		15,627,830		—			15,628,010

Redemption of warrants - related party		1,549,750		155		13,132,230		—			13,132,385

Deemed dividend for purchase option - related party (See Note 5)		5,359,832		536		53,597,784		(53,598,320	)		—

Cashless exercise of options		2,210		—		—		—			—

Net income		—		—		—		7,333,916			7,333,916

Balance, September 30, 2020		13,916,164	$	1,391	$	101,896,586	$	(87,302,302	)	$	14,595,675

	September 30, 2020		September 30, 2019
	Number of Shares		Number of Shares
Stock Options		57,200		58,000
Warrants		214,665		1,374,667
Total		271,865		1,432,667

	September 30, 2020			June 30, 2020

Intellectual Property	$	2,293,770		$	2,293,770
Less Accumulated Amortization		(1,025,888	)		(968,544	)
Intellectual Property, Net	$	1,267,882		$	1,325,226

Year ending June 30, 2021 (Remaining nine months)	$ 172,032
2022	229,377
2023	229,377
2024	229,377
2025	229,377
2026	178,342
	$ 1,267,882

	Fair Value Measurements at
	June 30, 2020
	Level 1		Level 2		Level 3		Total

Derivative liability - Warrants	$	—	$	—	$	16,411,504	$	16,411,504
Derivative liability -Conversion option on convertible debenture		—		—		5,000,800		5,000,800
Total derivatives	$	—	$	—	$	21,412,304	$	21,412,304

	Derivative liabilities - Warrants			Derivative liability - Conversion Option on Convertible Debenture

Beginning balance at July 1, 2020	$	16,411,504		$	5,000,800
Additions to level 3 liabilities		—			—
Change in in fair value of level 3 liability		(6,054,121	)		(2,225,798	)
Transfer in and/or out of Level 3		(10,357,383	)		(2,775,002	)
Balance at September 30, 2020	$	—		$	—

	Options			Weighted-Average Exercise Price		Weighted Remaining Average Contractual Term		Aggregate Intrinsic Value
Outstanding at June 30, 2020		60,400			11.06		4.2		352,600
Granted		—			—		—		—
Options Exercised or Forfeited		(3,200	)		4.76		—		—
Outstanding at September 30, 2020		57,200		$	11.41		3.9	$	133,848
Exercisable at September 30, 2020		57,200		$	11.41		3.9	$	133,848

Exercise Price		Outstanding		Weighted Average Contract Life		Exercisable
$	2.80		7,200		4.3		7,200
$	3.75		4,800		3.3		4,800
$	6.25		1,600		3.1		1,600
$	7.50		25,600		5.4		25,600
$	8.75		1,600		3.5		1,600
$	12.50		4,000		2.3		4,000
$	25.00		1,600		2.0		1,600
$	26.25		4,400		1.6		4,400
$	27.50		800		1.5		800
$	28.75		1,600		1.8		1,600
$	31.25		4,000		1.1		4,000

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at June 30, 2020		1,374,667		$	7.72		4.2	$	13,799,331
Granted		293,248		$	6.61		5.0	$	—
Expired		—		$	—		—	$	—
Exercised - Acuitas		(1,453,250	)	$	4.00		—	$	—
Outstanding and exercisable at September 30, 2020		214,665		$	10.87		4.1	$	803,365

Exhibit
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer (Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**		Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith.

**	Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Signature	Titles	Date

/s/ Terren Peizer ________________ Terren Peizer	Chairman and Chief Executive Officer (Principal Executive Officer)	November 5, 2020
/s/ Joanne Wendy Kim _________________ Joanne Wendy Kim	Chief Financial Officer (Principal Financial and Accounting Officer)	November 5, 2020

I, Terren Peizer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BioVie Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

								/s/ Terren S. Peizer
								Terren S. Peizer Chief Executive Officer (Principal Executive Officer)

I, Joanne Wendy Kim, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BioVie Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.