BioVie Announces Pricing of $4.74 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules

The financing combines registered shares or equivalents with warrants that could add further shares upon exercise.

Rhea-AI Summary

BioVie (NASDAQ: BIVI) entered into a securities purchase agreement for an offering expected to raise approximately $4.74 million in gross proceeds. A single healthcare-focused institutional investor will purchase 2,962,500 common shares or common stock equivalents at $1.60 each in a registered direct offering priced at-the-market under Nasdaq rules.

A concurrent private placement includes unregistered warrants to purchase up to 2,962,500 shares at an exercise price of $1.70 per share. The warrants become exercisable six months after issuance and expire five and a half years from issuance. Gross proceeds are before placement agent commissions and other offering expenses. BioVie expects closing on or about November 5, 2026, subject to customary closing conditions, and intends to use net proceeds for working capital and general corporate purposes.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $4.74 million in gross proceeds expected from the offering with a single healthcare-focused institutional investor. 32% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.2,962,500 common shares or equivalents at $1.60 each will dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Unregistered warrants for up to 2,962,500 shares at $1.70 each create potential additional dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent commissions and other offering expenses will reduce net proceeds.

News Explained

As of June thirtieth, reported cash equaled one hundred ninety-eight point two days of last reported operating cash use.

The offering is agreed but not yet closed; if completed, issuing the offered shares and any shares later issued on warrant exercise would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

BioVie had $8,977,370 in cash and equivalents as of June 30, 2026, equal to 198.2 days of the last reported operating cash use.

Sources and calculations

• BioVie Announces Pricing of $4.74 Million Registered Direct Offering and Concurrent Private Placement (2026-11-04)
• BioVie latest-quarter fundamentals (2026Q4)
• Dilution definition (undated)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $8,977,370 / ($4,121,606 / 91) = 198.2 days

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-6.80% vs previous close $1.61 last price 101.6x rel. volume Open Argus

Details

Market Reaction – BIVI

-29.0% Trough in 0 min

$1.15 – $1.86 Day Range

$14.00M Mkt Cap at Last Price

On Nov 4, the day this news came out, the latest delayed price for BIVI is 6.80% below the previous close. Argus tracked a trough of -29.0% from its starting point during tracking. Our momentum scanner has recorded 15 alerts for this stock so far that day. The latest delayed price is $1.61. Relative volume is exceptionally heavy at 101.6x what this stock usually trades by this time of day.

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Key Figures

Gross proceeds: $4.74 million Shares offered: 2,962,500 shares Purchase price: $1.60 per share +4 more

Gross proceeds

$4.74 million

Expected, before placement agent commissions and other offering expenses

Shares offered

2,962,500 shares

Registered direct offering at $1.60 per share

Purchase price

$1.60 per share

Registered direct offering

Warrants

Up to 2,962,500 shares

Concurrent private placement

Warrant exercise price

$1.70 per share

Common warrants

Warrant term

Exercisable six months after issuance; expires five and a half years after issuance

Common warrants

Expected closing

November 5, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, common warrants, shelf registration statement, regulation d

4 terms

registered direct offering financial

"in a registered direct offering priced at-the-market under Nasdaq rules."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

common warrants financial

"the Company will issue and sell unregistered common warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

regulation d regulatory

"and/or Regulation D promulgated thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CARSON CITY, Nev., Nov. 04, 2026 (GLOBE NEWSWIRE) -- BioVie Inc. (NASDAQ: BIVI) ("BioVie" or the "Company"), a clinical-stage company developing innovative drug therapies for neurological and neurodegenerative diseases, today announced that it has entered into a securities purchase agreement with a single healthcare focused institutional investor for the purchase and sale of 2,962,500 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $1.60 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue and sell unregistered common warrants to purchase up to 2,962,500 shares of common stock (together with the registered direct offering, the “Offering”). The common warrants will have an exercise price of $1.70 per share, will be exercisable six months following their issuance and will expire five and a half years from the issuance date.

The gross proceeds from the Offering are expected to be approximately $4.74 million, before deducting placement agent commissions and other Offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The closing of the Offering is expected to occur on or about November 5, 2026, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the Offering.

The shares of common stock (and common stock equivalents in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-296924), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 29, 2026. The offering of the shares of common stock (and common stock equivalents in lieu thereof) is being made only by means of a prospectus supplement and accompanying prospectus that are a part of the effective registration statement. A prospectus supplement relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com. 

The concurrent private placement of the common warrants and the common stock underlying the common warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BioVie Inc.

BioVie Inc. (NASDAQ: BIVI) is a clinical-stage biopharmaceutical company focused on developing therapies for neurological disorders and advanced liver disease. Its lead investigational drug candidate, bezisterim (NE3107), targets neuroinflammation and insulin resistance, which are believed to be key drivers of Alzheimer's and Parkinson's disease. Bezisterim is also being studied for Long COVID, where persistent inflammation is thought to underlie symptoms such as brain fog and fatigue.

In liver disease, BioVie is advancing BIV201, a continuous infusion of terlipressin treatment that has received FDA Orphan and Fast Track designations. The active agent is approved in the U.S. and in about 40 countries for related complications of advanced liver cirrhosis, and the Company plans to study BIV201 in a Phase 3 trial for the reduction of further decompensation in patients with cirrhosis and ascites. For more information, visit www.bioviepharma.com.

Forward-Looking Statements

This press release contains forward-looking statements, which may be identified by words such as "expect," "look forward to," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project," "potential," "may," or words of similar meaning. Forward-looking statements in this release include, but are not limited to, statements regarding: the expected closing date of the Offering and the satisfaction of customary closing conditions, the expected gross proceeds from the Offering, the Company’s intended use of net proceeds from the Offering, the potential for bezisterim to address unmet clinical needs in Parkinson's disease; the design and conduct of future clinical trials, including a potentially pivotal Phase 3 trial; the potential clinical significance of biomarker and proteomic observations; and the Company's ability to advance bezisterim through clinical development. The biomarker and proteomic endpoints reported in this release are exploratory in nature. Changes in such biomarkers may not correlate with clinical benefit or support regulatory approval. The FDA has not validated these biomarkers as surrogate endpoints for Parkinson's disease. Although BioVie Inc. believes such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Actual results may vary materially from those expressed or implied by the statements herein due to risks related to the early stage of development of bezisterim and other product candidates, the possibility that results observed in this Phase 2 study of 57 patients over 12 weeks may not be replicated in larger or longer-duration trials, the Company's ability to successfully raise sufficient capital on reasonable terms or at all, available cash on hand and contractual and statutory limitations that could impair our ability to pay future dividends, our ability to complete our pre-clinical or clinical studies and to obtain approval for our product candidates, the possibility that clinical trial results may not be indicative of results in subsequent or larger trials, our ability to successfully defend potential future litigation, changes in local or national economic conditions as well as various additional risks, many of which are now unknown and generally out of the Company's control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. BioVie Inc. does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.

For Investor Relations Inquiries:

Contact:
Chuck Padala
Managing Director, LifeSci Advisors, LLC
chuck@lifesciadvisors.com

For Media Inquiries:

Contact:
Melyssa Weible
Managing Partner, Elixir Health Public Relations
mweible@elixirhealthpr.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is BioVie raising in its registered direct offering and at what price?

BioVie expects approximately $4.74 million in gross proceeds, before placement agent commissions and other offering expenses. The registered direct offering comprises 2,962,500 common shares or common stock equivalents at $1.60 each, purchased by a single healthcare-focused institutional investor.

What are the terms of BioVie's concurrent private placement warrants?

The unregistered warrants cover up to 2,962,500 common shares at an exercise price of $1.70 per share. They become exercisable six months following issuance and expire five and a half years from the issuance date.