Statement of Changes in Beneficial Ownership (4)
August 26 2022 - 5:13PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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PEIZER TERREN S |
2. Issuer Name and Ticker or Trading Symbol
BIOVIE INC.
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BIVI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ACUITAS GROUP HOLDINGS, LLC, 120 COLORADO AVENUE, #230 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/3/2018 |
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(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/13/2018 (1) | | C | | 1600000 (2) | A | (1) | 1600000 (2) | I | See Footnote (3) |
| Common Stock | 1/2/2019 | | A | | 1600 (2)(4) | A | $0 | 1601600 | D | |
| Common Stock | 6/24/2019 (5) | | A | | 1526334 (2) | A | $45 | 3127934 | I | See Footnote (3) |
| Common Stock | 9/24/2019 | | A | | 1125000 (2) | A | (6) | 4252934 | I | See Footnote (3) |
| Common Stock | 1/2/2020 | | A | | 4422 | A | (7) | 4257356 | I | See Footnote (3) |
| Common Stock | 1/2/2020 | | A | | 1600 (4) | A | $0 | 4258956 | D | |
| Common Stock | 9/22/2020 | | A(8) | | 5359832 | A | (8) | 9618788 | I | See Footnote (3) |
| Common Stock | 9/22/2020 | | M(8) | | 1549750 | A | $0.0001 | 11168538 | I | See Footnote (3) |
| Common Stock | 6/10/2021 | | A | | 8361308 | A | (9) | 19529846 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Series A Convertible Preferred Stock | (10) | 7/3/2018 | | P | | 1600000 (2) | | (10) | (10) | Common Stock | 1600000 (2) | (10) | 1600000 (2) | I | See Footnote (3) |
| Warrants (right to buy) | $2.25 | 7/3/2018 | | P | | 1713331 (2) | | 7/3/2018 | 7/3/2024 | Common Stock | 1713331 (2) | (10) | 1713331 (2) | I | See Footnote (3) |
| Series A Convertible Preferred Stock | (10) | 8/3/2018 (1) | | C | | | 1600000 (2) | (10) | (10) | Common Stock | 1600000 (2) | (10) | 0 | I | See Footnote (3) |
| Warrants (right to buy) | (5) | 6/24/2019 (5) | | D | | | 1713331 (2) | 7/3/2018 | 7/3/2024 | Common Stock | 1713331 (2) | (5) | 0 | I | See Footnote (3) |
| 10% Convertible Debenture due 2020 | (6) | 9/24/2019 | | A | | $2000000 (6) | | 12/1/2019 | 9/24/2020 | Common Stock | (6) | (6) | $2000000 (6) | I | See Footnote (3) |
| Warrants (right to buy) | (6)(11) | 9/24/2019 | | A | | 1250000 (2) | | 11/22/2019 | 9/24/2024 | Common Stock | 1250000 (2) | (6) | 1250000 (2) | I | See Footnote (3) |
| Warrants (right to buy) | (6)(11) | 7/13/2020 | | A | | 299750 | | 7/13/2020 | 7/13/2025 | Common Stock | 299750 | (6) | 299750 | I | See Footnote (3) |
| 10% Convertible Debenture due 2020 | (12) | 9/22/2020 | | D (12) | | | $2000000 (6) | 12/1/2019 | 9/24/2020 | Common Stock | (6) | $0 | 0 | I | See Footnote (3) |
| Warrants (right to buy) | (11) | 9/22/2020 | | M | | | 1250000 (2) | 11/22/2019 | 9/24/2024 | Common Stock | 1250000 (2) | (8) | 0 | I | See Footnote (3) |
| Warrants (right to buy) | (11) | 9/22/2020 | | M | | | 299750 | 7/13/2020 | 7/13/2025 | Common Stock | 299750 | (8) | 0 | I | See Footnote (3) |
| Explanation of Responses: |
| (1) | See Exhibit 99.1 |
| (2) | Adjusted to reflect the 125-for-1 reverse stock split effectuated by the Issuer on November 22, 2019 (the "Reverse Stock Split"). |
| (3) | Acuitas Group Holdings, LLC ("Acuitas"), is an entity beneficially owned and controlled by Terren S. Peizer. |
| (4) | The Issuer granted 1,600 shares of common stock to the reporting person as compensation for his service on the Issuer's board of directors. |
| (5) | Pursuant to a letter agreement with the Issuer dated June 24, 2019, Acuitas agreed to modify its existing rights under the 2018 SPA and agreed to immediately exchange the 2018 Warrants such that it effectively exercised its warrant in full pursuant to a cashless exercise thereof at an assumed then-current market price of $45 per share (adjusted to reflect the Reverse Stock Split) and, as a result, received an aggregate of 95% of the shares covered thereby. |
| (6) | See Exhibit 99.1 |
| (7) | The Issuer paid $13,487 of accrued interest on the Debenture through the issuance of 4,422 shares of the Issuer's common stock to Acuitas. |
| (8) | See Exhibit 99.1 |
| (9) | The Issuer issued these shares to NeurMedix, Inc. ("NeurMedix") in partial consideration for the acquisition of certain assets from NeurMedix and the assumption of certain liabilities of NeurMedix pursuant to the Asset Purchase Agreement, dated April 27, 2021, by and among the Issuer, NeurMedix, Inc. and Acuitas. In connection with the closing, NeurMedix assigned the rights to receive such shares to Acuitas. |
| (10) | See Exhibit 99.1 |
| (11) | Exercisable at the lower of $4 (adjusted to reflect the Reverse Stock Split) or 80% of the offering price to the public in the Uplisting Offering. |
| (12) | On September 22, 2020, the Issuer paid approximately $1.8 million to Acuitas satisfy all amounts owed on the Debenture due September 24, 2020. |
Remarks:
Exhibit 99.1 - Explanation of Responses |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
PEIZER TERREN S
C/O ACUITAS GROUP HOLDINGS, LLC
120 COLORADO AVENUE, #230
SANTA MONICA, CA 90404 | X | X |
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Signatures
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| /s/ Joanne Wendy Kim, Attorney-in-Fact | | 8/26/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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