Current Report Filing (8-k)
December 06 2022 - 6:03AM
Edgar (US Regulatory)
0001580149
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0001580149
2022-12-06
2022-12-06
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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) December 6, 2022
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) |
|
(I.R.S.
Employer
Identification No.) |
680
W Nye Lane Suite 201
Carson
City, NV |
|
89703 |
(Address of Principal
Executive Offices) |
|
(Zip Code) |
(775)
888-3162
(Registrant’s Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 |
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
On
December 6, 2022, BioVie Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”)
with the U.S. Securities and Exchange Commission (“SEC”) to increase, from $8.1 million to $17.5 million, the aggregate
amount of shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) that may
be sold pursuant to the previously disclosed Controlled Equity OfferingSM Sales Agreement, dated August 31, 2022 (the
“Sales Agreement”), between the Company and Cantor Fitzgerald & Co. and B. Riley Securities, Inc. as sales agents
(the “Agents”).
As
previously disclosed, under the Sales Agreement, the Company may sell shares of Common Stock from time to time through or to the
Agents pursuant to the shelf registration statement on Form S-3 and the related prospectus (File No. 333-252386) that became effective
on February 2, 2021, as supplemented by the prospectus supplement dated August 31, 2022, and the prospectus supplement dated September
30, 2022 (the “Prior Prospectus Supplement”).
The
Company filed the Prospectus Supplement in order to increase the aggregate size of the offering to $17,500,000 as a result of
an increase in the Company’s public float since the date of the Prior Prospectus Supplement. Prior to the date hereof, the
Company issued and sold 1,934,871 shares of Common Stock pursuant to the Sales Agreement for net proceeds of approximately $7.4
million after commission and expenses of approximately $228,247. Following the filing of the Prospectus Supplement, an aggregate
of up to $17,500,000 of additional shares of Common Stock may be sold.
A
copy of the opinion of Sherman & Howard L.L.C. relating to the validity of the shares of Common Stock that may be sold pursuant
to the Sales Agreement is filed herewith as Exhibit 5.1.
This
Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the shares of Common Stock
described herein, nor shall there be any sale of these securities in any state which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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:
December 6, 2022
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