BioVie cuts stock offering limit to $285K

Available on EDGAR 11/05/2026 - 06:04 AM EST Accepted by SEC EDGAR 11/04/2026 - 09:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

BioVie Inc. amended its prospectus supplement to reduce the amount of Class A common stock it may offer and sell under its Sales Agreement to an aggregate offering price of up to $285,000, from time to time through or to A.G.P./Alliance Global Partners, acting as sales agent or principal.

The prior supplement described an aggregate offering amount of up to $1,225,000. As of November 4, 2026, BioVie had offered and sold approximately $282,958 under General Instruction I.B.6 during the prior 12 calendar months. The stated Form S-3 limit bars public primary offerings above one-third of public float in any 12-calendar-month period while public float remains below $75 million.

BioVie reported public float of $17,905,158.45 as of November 4, 2026. Its calculation used 8,649,835 non-affiliate-held shares outstanding as of October 31, 2026, at $2.07 per share, the closing sale price on September 8, 2026; the last reported sale price on November 4 was $1.34 per share.

Filing Explained

The amended $285,000 Sales Agreement ceiling is only slightly above the approximately $282,958 BioVie reports already offered and sold under the 12-month limit, leaving little additional room under the stated ceiling.

Key Figures

Aggregate offering price: Up to $285,000 Prior aggregate offering price: Up to $1,225,000 Offered and sold: Approximately $282,958 +4 more

7 metrics

Aggregate offering price Up to $285,000 Amount BioVie may offer and sell under the Sales Agreement

Prior aggregate offering price Up to $1,225,000 Amount described in the prior prospectus supplement

Offered and sold Approximately $282,958 Under General Instruction I.B.6 during the prior 12 calendar months ending November 4, 2026

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

Non-affiliate shares outstanding 8,649,835 shares As of October 31, 2026

Closing sale price $2.07 per share September 8, 2026; price used to calculate public float

Last reported sale price $1.34 per share November 4, 2026

Key Terms

public float, General Instruction I.B.6, aggregate offering price

3 terms

public float financial

"aggregate market value of our common stock held by non-affiliates, or 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 $1,225,000"

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.

Offering Details

ATM · Up to $285,000 aggregate offering price

Offering

Offering Type ATM

Securities Offered Class A common stock

Offering Amount Up to $285,000 aggregate offering price

FAQ

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

How much BIVI stock may BioVie offer under the amended sales agreement?

BioVie may offer and sell Class A common stock at an aggregate offering price of up to $285,000 from time to time through or to A.G.P./Alliance Global Partners, acting as sales agent or principal.

How much BIVI common stock had BioVie offered and sold during the prior 12 months?

As of November 4, 2026, BioVie had offered and sold approximately $282,958 during the prior 12 calendar months under General Instruction I.B.6 of Form S-3.

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. 2 to

PROSPECTUS SUPPLEMENT

(To the Prospectus Dated June 29, 2026)

Up to $285,000
Common Stock

This Amendment No. 2 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, as amended by Amendment No, 1 to Prospectus Supplement, dated November 4, 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 $1,225,000 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 $285,000.

Our common stock is listed on The Nasdaq Capital Market under the symbol “BIVI.” On November 4, 2026, the last reported sale price of our common stock was $1.34 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. 2 to Prospectus Supplement is November 4, 2026