STOCK TITAN

BioVie establishes $6.46M stock sale program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioVie Inc. (BIVI) entered into a sales agreement with A.G.P./Alliance Global Partners to offer and sell, from time to time, shares of its Class A common stock with an aggregate offering price of up to $6,464,341 in an at-the-market offering under its effective Form S-3 shelf registration. The Agent may effect sales on or through The Nasdaq Capital Market or other U.S. trading markets, or in negotiated transactions, using commercially reasonable efforts on terms mutually agreed with BioVie. BioVie will pay the Agent a 3.0% commission on gross proceeds and reimburse specified expenses, and intends to use any net proceeds for general corporate purposes. The program will end upon the earlier of selling all Placement Shares, expiration of the registration statement on the third anniversary of its June 29, 2026 effectiveness, or termination of the agreement by either party; BioVie has no obligation to sell any shares and may suspend or terminate offerings at any time.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate offering price $6,464,341 Maximum aggregate offering price of Placement Shares under the at-the-market program
Sales agent commission 3.0% of gross proceeds Commission payable to A.G.P./Alliance Global Partners for Placement Shares sold
Form S-3 effectiveness date June 29, 2026 Date the Registration Statement on Form S-3 was declared effective
Sales agreement date September 11, 2026 Date BioVie entered into the sales agreement with A.G.P./Alliance Global Partners
Registration statement file number 333-296924 File number of the Form S-3 used for the at-the-market offering
at-the-market offering financial
"may sell the Placement Shares by any method deemed to be an “at-the-market offering”"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
Registration Statement on Form S-3 regulatory
"offered and sold pursuant to the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"and a prospectus supplement that was filed with the SEC on September 11, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 415 regulatory
"as defined in Rule 415 promulgated under the Securities Act of 1933"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
Securities Act of 1933 regulatory
"Rule 415 promulgated under the Securities Act of 1933, as amended"
general corporate purposes financial
"intends to use the proceeds from the sale of the Placement Shares, if any, for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Offering Type ATM
Use of Proceeds General corporate purposes

FAQ

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

What equity offering did BIVI announce on September 11, 2026?

BioVie Inc. announced a sales agreement with A.G.P./Alliance Global Partners for an at-the-market offering of Class A common stock with an aggregate offering price of up to $6,464,341 under its effective Form S-3 shelf registration statement.

How will BioVie (BIVI) use the proceeds from this at-the-market program?

BioVie states that it intends to use the proceeds from the sale of the Placement Shares, if any, for general corporate purposes, without further specification in this disclosure.

What fees will BioVie (BIVI) pay under the sales agreement with A.G.P./Alliance Global Partners?

Under the sales agreement, BioVie will pay the Agent a 3.0% commission on the gross proceeds from Placement Shares sold and has agreed to reimburse specified expenses incurred by the Agent.

When does BioVie’s (BIVI) at-the-market offering program end?

The offering ends upon the earlier of sale of all Placement Shares, expiration of the Form S-3 registration statement on the third anniversary of its June 29, 2026 effectiveness, or termination of the sales agreement by BioVie or the Agent.

Is BioVie (BIVI) obligated to sell all shares under the at-the-market program?

No. BioVie explicitly states it has no obligation to sell any Placement Shares and may suspend offers or terminate the sales agreement at any time, subject to its terms.

On which registration statement is BioVie’s (BIVI) ATM offering based?

The Placement Shares will be offered and sold pursuant to BioVie’s Registration Statement on Form S-3 (File No. 333-296924), filed with the SEC on June 18, 2026 and declared effective on June 29, 2026, plus a prospectus supplement dated September 11, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0001580149 0001580149 2026-09-11 2026-09-11 0001580149 bivi:ClassCommonStockParValue0.0001PerShareMember 2026-09-11 2026-09-11 0001580149 bivi:WarrantsToPurchaseClassCommonStock0.0001ParValuePerShareMember 2026-09-11 2026-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 11, 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 September 11, 2026, BioVie Inc., a Nevada corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell from time to time, to or through the Agent, shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $6,464,341 (the “Placement Shares”).

 

The Placement Shares will be offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-296924) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (“SEC”) on June 18, 2026 and declared effective by the SEC on June 29, 2026, the base prospectus contained therein, and a prospectus supplement that was filed with the SEC on September 11, 2026.

 

The Agent may sell the Placement Shares by any method deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through The Nasdaq Capital Market or on any other existing trading market in the United States for the Common Stock. The Agent may also sell Placement Shares in negotiated transactions with the Company’s prior approval. The Agent will use commercially reasonable efforts to sell on the Company’s behalf all the Placement Shares requested to be sold by the Company, consistent with the Company’s normal trading and sales practices, on mutually agreed terms.

 

The Sales Agreement contains customary representations, warranties and agreements by the Company and indemnification obligations of the Company and the Agent for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross proceeds of the Placement Shares sold through the Agent under the Sales Agreement. In addition, the Company has agreed to reimburse the Agent for certain specified expenses.

 

The Company intends to use the proceeds from the sale of the Placement Shares, if any, for general corporate purposes.

 

The offer and sale of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement, (b) the expiration of the Registration Statement on the third anniversary of its initial effective date pursuant to Rule 415(a)(5) under the Securities Act, or (c) the termination of the Sales Agreement by the Agent or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Placement Shares, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

A copy of the opinion of Fennemore Craig, P.C. relating to the validity of the Placement Shares is filed herewith as Exhibit 5.1.

 

The description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

1.1* Sales Agreement, dated September 11, 2026, by and between BioVie Inc. and A.G.P./Alliance Global Partners.
   
5.1 Opinion of Fennemore Craig, P.C.
   
23.1 Consent of Fennemore Craig, P.C. (contained in Exhibit 5.1).
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

 

 

 

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: September 11, 2026      

 

 

 

 

Filing Exhibits & Attachments

6 documents

Keep reading