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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): November
3, 2026
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 |
| Warrants to purchase Class A Common Stock, $0.0001 par value per share |
BIVIW |
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 1.01 Entry Into a Material Definitive Agreement
On November 3, 2026, BioVie Inc. (the “Company”) entered
into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”),
(i) 960,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), at an offering price of $1.60 per Share, and (ii) in lieu of Shares, 2,002,500 pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 2,002,500 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an offering
price of $1.5999 per Pre-Funded Warrant, which represents the offering price per Share less the $0.0001 per share exercise price of each
Pre-Funded Warrant. In a concurrent private placement (the “Private Placement” and, together with the Registered Direct
Offering, the “Offering”), the Company also agreed to issue to the Purchaser 2,962,500 warrants (the “Common
Warrants”) to purchase up to 2,962,500 shares of Common Stock (the “Common Warrant Shares”).
The Offering closed on November 5, 2026. The aggregate gross proceeds to
the Company from the Offering were approximately $4.74 million, before deducting placement agent fees and other offering expenses payable
by the Company. The Company intends to
use the net proceeds from the Offering for working capital and general corporate purposes.
Each Pre-Funded Warrant has an exercise price of $0.0001 per share, is
immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Common Warrant
has an exercise price of $1.70 per share, will be exercisable beginning on the six-month anniversary of the date of issuance (the “Initial
Exercise Date”) and will expire on the five-year anniversary of the Initial Exercise Date.
The Purchase Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties
and termination provisions.
Pursuant to the Purchase Agreement, the Company has agreed, subject to
certain exceptions, not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of
Common Stock or Common Stock equivalents, or file any registration statement or amendment or supplement thereto, from the date of the
Purchase Agreement until 60 days after the closing date of the Offering and (ii) effect or enter into an agreement to effect any “variable
rate transaction” (as defined in the Purchase Agreement) until six months after the closing date. In addition, the Company’s
directors and executive officers have entered into lock-up agreements pursuant to which they have agreed, subject to certain exceptions,
not to sell or transfer any securities of the Company that they hold for a period of 60 days following the closing date of the Offering.
The Company has also agreed to file a registration statement providing for the resale of the Common Warrant Shares.
Also on November 3, 2026, the Company entered into a placement agency
agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as the exclusive placement agent in connection with the Offering. Pursuant to the
Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of
the Offering and to reimburse the Placement Agent for certain expenses. The Placement Agency Agreement contains customary representations,
warranties and agreements by the Company, indemnification obligations of the Company and termination provisions.
The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares were
offered and sold by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-296924), filed
with the Securities and Exchange Commission (the “SEC”) on June 18, 2026 and declared effective by the SEC on June 29, 2026, and a prospectus supplement dated November 3, 2026,
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Common Warrants and the Common Warrant Shares have not been registered
under the Securities Act and were offered and sold pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities
Act and/or Rule 506(b) promulgated thereunder. The Common Warrants and the Common Warrant Shares may not be offered or sold in the United
States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
The opinion of Fennemore Craig, P.C. relating to the validity of the Shares
and the Pre-Funded Warrant Shares and the opinion of McGuireWoods LLP relating to the validity of the Pre-Funded Warrants are filed as
Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Company’s Registration
Statement on Form S-3 (File No. 333-296924).
The foregoing does not purport to be a complete description of each of
the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants and the Purchase Agreement, and each is qualified in its
entirety by reference to the full text of each such document, which are filed as Exhibits 1.1, 4.1, 4.2 and 10.1, respectively, to this
Current Report on Form 8-K, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Private Placement
is hereby incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On November 3, 2026, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Placement Agency Agreement, dated as of November 3, 2026, by and between BioVie Inc. and A.G.P./Alliance Global Partners |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Common Warrant |
| 5.1 |
|
Opinion of Fennemore Craig, P.C. |
| 5.2 |
|
Opinion of McGuireWoods LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of November 3, 2026, by and between BioVie Inc. and the purchaser party thereto* |
| 23.1 |
|
Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) |
| 23.2 |
|
Consent of McGuireWoods LLP (included in Exhibit 5.2) |
| 99.1 |
|
Pricing Press Release dated November 4, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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: November 6, 2026 |
|
|
|
Exhibit 99.1
BioVie
Announces Pricing of $4.74 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules
CARSON CITY, Nev., November 4, 2026- 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
