BioVie cuts stock offering ceiling to $1.23M

The public-float calculation used 8,649,835 non-affiliate shares outstanding as of October 31, 2026, and a $2.07 closing price from September 8.

Available on EDGAR 11/04/2026 - 07:50 AM EST Accepted by SEC EDGAR 11/04/2026 - 07:50 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

BioVie Inc. (BIVI) reduced the aggregate offering price of its Class A common stock under the Sales Agreement to up to $1,225,000, replacing the prior ceiling of up to $6,464,341. Shares may be offered and sold from time to time through or to A.G.P./Alliance Global Partners, acting as sales agent or principal.

BioVie had offered and sold approximately $282,958 under General Instruction I.B.6 during the prior 12-calendar-month period ending November 4, 2026. Its public float was $17,905,158.45 as of November 4, 2026; while the float remains below $75 million, Form S-3 public primary offerings are limited to one-third of the public float in any 12-calendar-month period.

Key Figures

Revised aggregate offering price: $1,225,000 Prior aggregate offering price: $6,464,341 Sales under General Instruction I.B.6: Approximately $282,958 +5 more

8 metrics

Revised aggregate offering price $1,225,000 Maximum amount of Class A common stock BioVie may offer and sell under the Sales Agreement.

Prior aggregate offering price $6,464,341 Amount stated in the prior prospectus supplement before this amendment.

Sales under General Instruction I.B.6 Approximately $282,958 Offered and sold during the prior 12-calendar-month period ending November 4, 2026.

Public float $17,905,158.45 As of November 4, 2026.

Non-affiliate shares 8,649,835 shares Common shares outstanding held by non-affiliates as of October 31, 2026.

Last reported sale price $1.73 per share November 3, 2026.

Reference closing price $2.07 per share Closing sale price on September 8, 2026, used in the public-float calculation.

Form S-3 public-primary offering limit One-third of public float Applies in any 12-calendar-month period while public float remains below $75 million.

Key Terms

public float, General Instruction I.B.6, aggregate offering price, sales agent or principal

4 terms

public float regulatory

"the aggregate market value ... was $17,905,158.45, which is the public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3"

aggregate offering price financial

"having an aggregate offering price of up to $6,464,341"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

sales agent or principal technical

"acting as our sales agent or principal pursuant to a sales agreement"

Offering Details

ATM · $1,225,000 aggregate offering price

Offering

Offering Type ATM

Securities Offered Class A common stock

Offering Amount $1,225,000 aggregate offering price

FAQ

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

What is the maximum aggregate offering price under BIVI's amended sales agreement?

BioVie may offer and sell Class A common stock with an aggregate offering price of up to $1,225,000 under the Sales Agreement, through or to A.G.P./Alliance Global Partners as sales agent or principal.

How much has BIVI sold under Form S-3 in the prior 12 months?

BioVie had offered and sold approximately $282,958 under General Instruction I.B.6 during the prior 12-calendar-month period ending November 4, 2026.

What public-float limit applies to BIVI's Form S-3 sales?

While BioVie's public float remains below $75 million, General Instruction I.B.6 limits public primary offerings on Form S-3 to no more than one-third of public float in any 12-calendar-month period.

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

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-296924

Amendment No. 1 to

PROSPECTUS SUPPLEMENT

(To the Prospectus Dated June 29, 2026)

Up to $1,225,000
Common Stock

This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends and supplements the information in the prospectus supplement, dated September 11, 2026, and the accompanying prospectus, dated June 29, 2026, which was filed with the Securities and Exchange Commission (the “SEC”) pursuant to our registration statement on Form S-3 (File No. 333-296924) (the “Prior Prospectus”), relating to the offer and sale of shares of our Class A common stock, par value $0.0001 per share (“common stock”), having an aggregate offering price of up to $6,464,341 from time to time through or to A.G.P./Alliance Global Partners (“A.G.P.”), acting as our sales agent or principal pursuant to a sales agreement, dated September 11, 2026 (the “Sales Agreement”), that we previously entered into with A.G.P. This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Amendment to amend the Prior Prospectus to reduce the amount of our common stock we may offer and sell under the Sales Agreement to up to an aggregate of $1,225,000.

Our common stock is listed on The Nasdaq Capital Market under the symbol “BIVI.” On November 3, 2026, the last reported sale price of our common stock was $1.73 per share.

As of November 4, 2026, the aggregate market value of our common stock held by non-affiliates, or the public float, pursuant to General Instruction I.B.6 of Form S-3 was $17,905,158.45, which was calculated based on 8,649,835 shares of our common stock outstanding held by non-affiliates as of October 31, 2026 at a price of $2.07 per share, the closing sale price for our common stock on September 8, 2026. As of the date hereof, we have offered and sold approximately $282,958 of shares of our common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with a value exceeding one-third of our public float (as defined by General Instruction I.B.6) in any 12-calendar month period so long as our public float remains below $75 million.

Investing in our common stock involves a high degree of risk. Before buying any common stock, you should review carefully the risks and uncertainties described under the heading “Risk Factors” in the Prior Prospectus, and in the documents incorporated by reference into the Prior Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Amendment is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Sales Agent

A.G.P.

The date of this Amendment No. 1 to Prospectus Supplement is November 4, 2026