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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 14, 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. ☐

 

 

 

 

  

Item 8.01Other Events.

 

On December 14, 2022, BioVie Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) in connection with 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”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, shares of the Company’s Class A common stock, par value $0.0001, of an aggregate offering price of $17.5 million (the “Shares”).

 

The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-252386), filed with the U.S. Securities and Exchange Commission on January 22, 2021 and declared effective on February 2, 2021, the base prospectus contained within the Registration Statement, and the prospectus supplement that was filed with the SEC on December 14, 2022.

 

A copy of the opinion of Sherman & Howard L.L.C. relating to the validity of the Shares 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 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

 

Exhibit No.   Description
5.1   Opinion of Sherman & Howard L.L.C.
23.1   Consent of Sherman & Howard L.L.C. (contained in Exhibit 5.1)
104   Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

 

 -1-

 

 

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 14, 2022 

 

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