BIVI BioVie Inc

SCHEDULE 13D

SCHEDULE 13D

Amendment No. 9 to SCHEDULE 13D

Explanatory Note: The purpose of this Amendment No. 9 to Schedule 13D is to correct the information with respect to the Reporting Persons’ beneficial ownership of the Common Stock that was erroneously reported in Amendment No. 8 to Schedule 13D, filed by the Reporting Persons with the SEC on March 7, 2023.

This Amendment No. 9 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, Amendment No. 6 filed on July 15, 2022, Amendment No. 7 to Schedule 13D filed on August 16, 2022, and Amendment No. 8 to Schedule 13D filed on March 7, 2023 (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”). 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.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

“(a) and (b)

All percentages of shares of Common Stock outstanding contained herein are based on 42,325,296 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of (i) 34,987,568 shares of Common Stock outstanding as of February 1, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on February 10, 2023, (ii) 7,272,728 shares of Common Stock that may be issued upon the exercise of the Warrant previously issued to Acuitas on August 15, 2022, as previously described in Item 4 of this Statement, and (iii) an aggregate of 65,000 shares of Common Stock issuable upon the exercise of options previously granted to Mr. Peizer on November 23, 2022, which options automatically became fully vested and exercisable as of March 2, 2023 pursuant to their terms upon Mr. Peizer’s resignation as Chairman of the Board of Directors of the Company.

As of March 8, 2023, Acuitas may be deemed to have beneficial ownership of 30,435,738 shares of Common Stock, representing the sum of (i) 23,163,010 shares of Common Stock held directly by Acuitas and (ii) 7,272,728 shares of Common Stock that may be issued to Acuitas upon the exercise of the Warrant. The shares of Common Stock beneficially owned by Acuitas as of the date hereof represents approximately 71.91% of the total outstanding shares. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all 30,435,738 shares with Mr. Peizer.

As of March 8, 2023, Mr. Peizer may be deemed to have beneficial ownership of 30,503,938 shares of Common Stock, representing the sum of (i) 23,163,010 shares of Common Stock held directly by Acuitas, (ii) 3,200 shares of Common Stock held directly by Mr. Peizer, (iii) 7,272,728 shares of Common Stock that may be issued to Acuitas upon the exercise of the Warrant, and (iv) an aggregate of 65,000 shares of Common Stock underlying options previously granted to Mr. Peizer on November 23, 2022, which options automatically became fully vested and exercisable as of March 2, 2023 pursuant to their terms upon Mr. Peizer’s resignation as Chairman of the Board of Directors of the Company. The shares of Common Stock beneficially owned by Mr. Peizer as of the date hereof represents approximately 72.07% of the total outstanding shares. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 30,503,938 shares.”

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: March 10, 2023