Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 09074F 207 |
|
Page 2 |
(1) |
NAMES OF REPORTING PERSONS
Acuitas Group Holdings, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS (See Instructions)
OO |
(5) |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE VOTING POWER
0 |
(8) |
SHARED VOTING POWER
30,438,938 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
30,438,938 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,438,938 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.8%* |
(14) |
TYPE OF REPORTING PERSON (See Instructions)
CO |
* |
Based on 35,893,175 shares of the Issuer’s Class A common stock (“Common Stock”) outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding as of May 11, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2022 (the “Form 10-Q”), (ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, dated as of July 15, 2022, by and among by and among the Company and Acuitas (the “Securities Purchase Agreement”), as described in more detail in Item 4 below, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise of a warrant issued to Acuitas on August 15, 2022, as described in more detail in Item 4 below. |
SCHEDULE 13D
CUSIP No. 09074F 207 |
|
Page 3 |
(1) |
NAMES OF REPORTING PERSONS
Terren S. Peizer |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS (See Instructions)
OO |
(5) |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
(7) |
SOLE VOTING POWER
0 |
(8) |
SHARED VOTING POWER
30,438,938 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
30,438,938 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,438,938 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.8%* |
(14) |
TYPE OF REPORTING PERSON (See Instructions)
HC; IN |
|
* |
Based on 35,893,175 shares of Common Stock outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding as of May 11, 2022, as reported by the Issuer in the Form 10-Q, (ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, as described in more detail in Item 4 below, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise of a warrant issued to Acuitas on August 15, 2022, as described in more detail in Item 4 below. |
Amendment
No. 7 to SCHEDULE 13D
This Amendment No. 7
to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings,
LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer”
and, together with Acuitas, the “Reporting Persons”) on July 3, 2018, as amended by Amendment No. 1 filed
on September 25, 2019, Amendment No. 2 filed on September 23, 2020, Amendment No. 3 filed on April 27, 2021,
Amendment No. 4 filed on May 10, 2021, Amendment No. 5 filed on June 11, 2021 and Amendment No. 6 filed on July 15,
2022 (as so amended, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”),
relating to the Class A common stock, par value $0.0001 per share (“Common Stock”), of BioVie Inc., a Nevada corporation
(the “Company” or “Issuer”).
The purpose of this Amendment
is (i) to reflect corrections to the Original Statement based on typographical errors contained in the Amendment No. 6 to Schedule
13D, filed by the Reporting Persons with the SEC on July 15, 2022 (the “Amendment No. 6 to Schedule 13D”),
and (ii) to report the closing of the transactions contemplated by the Securities Purchase Agreement on August 15, 2022 as described
herein. Except as specifically amended by this Amendment, items in the Original Statement are unchanged. Capitalized terms used herein
that are not defined have the meaning ascribed to them in the Original Statement.
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Original Statement
is hereby amended and supplemented to include the following information:
“As described in more
detail in Item 4 of this Statement, on August 15, 2022, the Company issued 3,636,364 shares of Common Stock to Acuitas pursuant to
the Securities Purchase Agreement (as defined below). Acuitas purchased the shares of Common Stock with its investment capital.”
ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 of the Original Statement
is hereby amended and supplemented (i) to replace the reference to “to this Current Report on Form 8-K” in the last
sentence of Item 4 of the Amendment No. 6 to Schedule 13D, with the word “hereto”, and (ii) to add information concerning
the closing of the transactions contemplated by the Securities Purchase Agreement described therein, as follows:
“On July 15, 2022,
Acuitas and the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”). A copy
of the Securities Purchase Agreement and related Form of Common Stock Purchase Warrant are attached hereto as Exhibits 10.6 and 10.7,
respectively. Pursuant to the Securities Purchase Agreement, subject to the terms and conditions contained therein, the Company agreed
to issue and sell to Acuitas, and Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 3,636,364
shares (the “PIPE Shares”) of Common Stock at a price of $1.65 per share, and (ii) a warrant (the “Warrant”)
to purchase 7,272,728 shares of Common Stock (the “Warrant Shares”) at an exercise price of $1.82, with a term of exercise
of five years. The aggregate purchase price for the PIPE Shares and Warrant (collectively, the “Securities”) sold in
the Private Placement was approximately $6.0 million.
The transactions contemplated
by the Securities Purchase Agreement are expected to close on or about August 15, 2022, subject to the satisfaction of customary
closing conditions. Immediately following the closing of the transactions contemplated by the Securities Purchase Agreement and assuming
no issuances of Common Stock by the Company prior to the closing, the Reporting Persons will beneficially own 30,438,938 shares of Common
Stock, which includes 7,272,728 shares of Common Stock issuable upon exercise of the Warrant, representing approximately 84.8% of the
outstanding shares of Common Stock immediately following the closing.
The Securities Purchase Agreement
includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to indemnify
Acuitas from liabilities relating to the Company’s breach of any of the representations, warranties and covenants in the Purchase
Agreement. Upon the closing of the transactions contemplated by the Securities Purchase Agreement, the Company and Acuitas will amend
and restate that certain Registration Rights Agreement, dated as of June 10, 2021, by and between the Company and Acuitas (the “Existing
Registration Rights Agreement”), to amend the definition of “Registrable Securities” in the Existing Registration
Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable Securities thereunder, as described in more detail in
Item 6 of this Statement.
The foregoing description
of the Securities Purchase Agreement and Warrant is not complete and is subject to and qualified in its entirety by reference to the full
text of the Securities Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10.6 and
10.7 hereto, respectively, and are incorporated herein by reference.
On August 15, 2022, the
closing of the transactions contemplated by the Securities Purchase Agreement occurred. At such closing, pursuant to the terms of the
Securities Purchase Agreement, the Company issued to Acuitas the PIPE Shares and the Warrant.”
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a) and (b) of
the Original Statement are hereby amended and restated as follows:
“(a) The approximate
aggregate percentage of Common Stock beneficially owned by the Reporting Persons, as reported herein, is based on 35,893,175 shares of
Common Stock outstanding as of August 15, 2022, which is the sum of (i) 24,984,083 shares of Common Stock issued and outstanding
as of May 11, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 11, 2022,
(ii) 3,636,364 shares of Common Stock issued to Acuitas on August 15, 2022 pursuant to the Securities Purchase Agreement, as
described in more detail in Item 4 of this Statement, and (iii) 7,272,728 shares of Common Stock that may be issued upon the exercise
of the Warrant, as described in more detail in Item 4 of this Statement.
(b) The Reporting Persons
may be deemed to have beneficial ownership of an aggregate of 30,438,938 shares of Common Stock (which includes 7,272,728 shares issuable
upon exercise of the Warrant, as described in more detail in Item 4 of this Statement), representing in the aggregate approximately 84.8%
of the issued and outstanding shares of Common Stock. Each of the Reporting Persons may be deemed to have the shared power to vote or
direct the voting of, and the shared power to dispose of or direct the disposition of, such shares of Common Stock. Although Mr. Peizer
does not directly own any of the Company’s securities, he may be deemed a beneficial owner of the securities owned by Acuitas pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.”
Item 5(c) of the Original
Statement is hereby supplemented with the following:
“Except as described
in this Statement, the Reporting Persons had no transactions in the Common Stock of the Company in the past sixty (60) days.”
ITEM 6. |
Contracts, Arrangements, Understandings or relationships with respect to securities of the issuer |
Item 6 of the Original Statement
is hereby amended and supplemented to include the following information:
“The information set
forth in Item 4 of this Statement is incorporated herein by reference.
In connection with the closing
of the transactions contemplated by the Securities Purchase Agreement, on August 15, 2022, Acuitas and the Company entered into an
Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amended the Existing
Registration Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable Securities thereunder. The foregoing summary
of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement,
a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.”
ITEM 7. |
materials to be filed as exhibits |
Item 7 of the Original Statement
is hereby amended and supplemented (i) to replace Exhibit 10.6 as attached to the Amendment No. 6 to Schedule 13D, with
Exhibit 10.6 attached to this Amendment, and (ii) to attach the Registration Rights Agreement as an exhibit:
10.6 |
Securities Purchase Agreement, dated July 15, 2022, by and between the Company and Acuitas Group Holdings, LLC. |
10.7 |
Form of Common Stock Purchase Warrant (which is incorporated by reference from Exhibit 10.7 to the Amendment No. 6 to Schedule 13D, filed by the Reporting Persons with the SEC on July 15, 2022). |
10.8 |
Amended and Restated Registration Rights Agreement, dated August 15, 2022, by and between the Company and Acuitas Group Holdings, LLC. |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 16, 2022
|
ACUITAS GROUP HOLDINGS, LLC |
|
|
|
|
By: |
/s/ Terren S. Peizer |
|
|
Terren S. Peizer, Chairman |
|
|
|
|
/s/ Terren S. Peizer |
|
Terren S. Peizer |