[8-K] BioVie, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 26, 2025, BioVie Inc. filed a Form 8-K announcing that its Board of Directors approved a one-for-ten (1:10) reverse stock split of the Company’s Class A common stock, as previously authorized by shareholders at the June 23, 2025 special meeting. The reverse split will become effective at 12:01 a.m. Eastern Time on July 7, 2025. Each block of ten issued and outstanding shares will automatically be reclassified into one share, with the $0.0001 par value unchanged.

The total number of authorized shares of common stock remains the same. All outstanding stock options, restricted stock units, and warrants will be adjusted proportionally: the number of underlying shares will be divided by ten and the corresponding exercise prices increased by the same factor. No fractional shares will be issued; shareholders otherwise entitled to a fraction will receive one whole post-split share.

West Coast Stock Transfer, Inc. will act as exchange agent, and shareholders holding shares in book-entry or “street name” are not required to take any action. Trading will continue on the Nasdaq Capital Market under the symbol “BIVI” on a split-adjusted basis beginning July 7, 2025. The Company’s common stock will adopt a new CUSIP number: 09074F504.

This event is reported under Item 3.03, constituting a material modification to the rights of security holders.

Positive

• 1:10 reverse stock split consolidates outstanding shares, potentially simplifying the capital structure.
• No fractional shares issued; holders receive a full share instead, avoiding dilution related to rounding.

Negative

• None.

Insights

Financial Analyst

TL;DR: Administrative 1:10 reverse split effective July 7, 2025; no change to authorization or par value.

The filing details a straightforward reverse stock split that reduces BioVie’s outstanding share count by 90% while leaving total authorized shares intact. Equity awards and warrants are contractually adjusted to maintain economic parity, and fractional interests are rounded up, slightly favoring holders. Because the action neither injects capital nor alters operating fundamentals, the split is mechanical rather than strategic. It simplifies the capital structure and could raise the per-share price once implemented, but the document does not state any listing-compliance rationale. Overall, this is a neutral, procedural update for investors.

Corporate Governance Expert

TL;DR: Board exercised shareholder-granted authority to compress share base; rights adjusted proportionally.

Shareholders pre-approved a flexible 1-for-5 to 1-for-10 range; the Board selected the most aggressive 1-for-10 ratio. The move complies with Nevada corporate law and Nasdaq rules, explicitly protecting holders through proportional adjustments and fractional-share elimination. The lack of any change to authorized shares means the Board retains capacity for future issuances. From a governance perspective, the process—shareholder vote followed by prompt 8-K disclosure—aligns with best-practice transparency. Impact remains neutral because voting power and economic ownership percentages are unaffected.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2025

BioVie Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39015		46-2510769
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

680 W Nye Lane Suite 201 Carson City, NV		89703
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 888-3162

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

As previously reported, at a special meeting of stockholders of BioVie Inc. (the “Company”) held on June 23, 2025 (the “Special Meeting”), the Company’s stockholders approved a proposal authorizing the board of directors of the Company (the “Board”), in its sole discretion, prior to the one-year anniversary of the Special Meeting, to effect a reverse stock split of the outstanding shares of the Company’s Class A common stock (“Common Stock”) at a reverse split ratio of between 1-for-5 and 1-for-10 as determined by the Board, whereby every 5 to 10 shares of the authorized, issued and outstanding Common Stock will be combined into one share of authorized, issued and outstanding Common Stock.

On June 26, 2025, pursuant to the authority granted by the Company’s stockholders, the Board effectuated and approved a one-for-ten (1:10) reverse stock split ratio (the “Reverse Stock Split”) of the Common Stock. The Reverse Stock Split will become effective at 12:01 am Eastern Time on July 7, 2025 (the “Effective Time”). When the Reverse Stock Split becomes effective, every ten (10) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split will reduce the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding stock options, restricted stock units and warrants in proportion to the ratio of the Reverse Stock Split and will cause a proportionate increase in the exercise prices of such stock options and warrants. The Reverse Stock Split will not change the total number of authorized shares of Common Stock.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-reverse stock split Common Stock in lieu of such fractional share.

West Coast Stock Transfer, Inc. is acting as exchange agent for the Reverse Stock Split and will correspond stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.

Commencing on July 7, 2025, trading of the Company’s Common Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 09074F504.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BioVie INC.
	By:	/s/ Joanne Wendy Kim
		Name:	Joanne Wendy Kim
		Title:	Chief Financial Officer
Date: June 27, 2025

FAQ

When will BioVie (BIVI) implement its reverse stock split?

The split becomes effective at 12:01 a.m. ET on July 7, 2025.

What is the ratio of BioVie’s reverse stock split?

BioVie is conducting a one-for-ten (1:10) reverse stock split.

Will fractional shares be issued after the BIVI reverse split?

No. Shareholders otherwise entitled to fractions will receive one whole post-split share.

How are outstanding options and warrants affected by the BioVie reverse split?

The number of underlying shares will be divided by ten and exercise prices increased ten-fold to keep economic value unchanged.

Do BioVie shareholders need to take any action before the split?

Shareholders holding shares in book-entry or street name do not need to take action; West Coast Stock Transfer will handle the exchange.

What is the new CUSIP number for BioVie common stock after the split?

The post-split CUSIP will be 09074F504.