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As filed with the Securities and Exchange
Commission on October 3, 2025.
Registration Statement No. 333-288525
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
AMENDMENT NO. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BioVie Inc.
(Exact name of registrant as specified
in its charter)
| Nevada |
|
2834 |
|
46-2510769 |
|
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
680 W Nye Lane, Suite 201
Carson City, NV 89703
(775) 888-3162
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Cuong Do
Chief Executive Officer
c/o BioVie Inc.
680 W Nye Lane, Suite 201
Carson City, NV 89703
(775) 888-3162
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
Copies to:
|
Stephen E. Older, Esq.
Carly E. Ginley, Esq.
McGuireWoods LLP
1251 Avenue of the Americas
20th Floor
New York, NY 10020
(212) 548-2100 |
Approximate date of commencement of proposed sale
to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
☒
Yes
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
This Post-Effective Amendment No. 1 shall become
effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as
amended.
EXPLANATORY NOTE
BioVie Inc. (the “Company”) previously
filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (Registration No. 333-288525),
which was declared effective by the SEC on August 7, 2025 (as amended, the “Registration Statement”). This Post-Effective
Amendment No. 1 (this “Amendment”) to the Registration Statement is being filed as an exhibits-only filing solely to include
the consent of EisnerAmper LLP with respect to its report, dated August 15, 2025, relating to the financial statements of the Company
contained in its Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed herewith as Exhibit 23.1. Accordingly, this
Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages
to the Registration Statement and Exhibit 23.1. The report of EisnerAmper LLP was filed in Prospectus Supplement No. 1, dated October
3, 2025, filed with the SEC pursuant to Rule 424(b)(3). The prospectus, as supplemented, and the balance of Part II of the Registration
Statement are unchanged hereby and have been omitted.
Part II
Information
not required in prospectus
Item 16. Exhibits
A list of the exhibits filed with this registration
statement on Form S-1 is set forth on the Exhibit Index and is incorporated herein by reference.
| |
|
|
|
Incorporated by Reference |
Exhibit
No. |
|
Description |
|
Form |
|
File No. |
|
Date Filed |
|
Exhibit No. |
|
Filed Herewith |
| 23.1 |
|
Consent of EisnerAmper LLP |
|
|
|
|
|
|
|
|
|
X |
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Carson City, State of Nevada, on October 3, 2025.
| |
BIOVIE INC. |
| |
|
|
| |
By: |
/s/ Cuong Do |
| |
|
Cuong Do |
| |
|
President and Chief Executive Officer |
| |
|
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Cuong Do |
|
President and Chief Executive Officer, Director |
|
October 3, 2025 |
| Cuong Do |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief Financial Officer |
|
October 3, 2025 |
| Joanne Wendy Kim |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Chairman of the Board of Directors |
|
October 3, 2025 |
| Jim Lang |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October 3, 2025 |
| Sigmund Rogich |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October 3, 2025 |
| Michael Sherman |
|
|
|
|
| * |
By: |
/s/ Cuong Do |
|
| |
|
Cuong Do
Attorney-In-Fact |
|
