BioVie Inc. Files 8-K: Material Agreement and Equity Sales

TL;DR

BioVie Inc. signed a material deal and sold equity, filing an 8-K on Aug 7, 2025.

AI Summary

BioVie Inc. announced on August 7, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates significant corporate activity for BioVie Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• BioVie Inc. (company) — Registrant
• August 7, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 46-2510769 (company_id) — Commission File Number
• 462510769 (company_id) — I.R.S. Employer Identification No.
• 680 W Nye Lane Suite 201 (address) — Principal Executive Offices
• Carson City (location) — City of Principal Executive Offices
• NV (state) — State of Principal Executive Offices
• 89703 (zip_code) — Zip Code of Principal Executive Offices
• 775-888-3162 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share BIVI The Nasdaq Stock Marke
• $10.4 m — ulting in net proceeds of approximately $10.4 million, after deducting underwriting dis
• $667 — itional gross proceeds of approximately $667. Each Unit consisted of (i) one share
• $2.00 — it was sold to the public at a price of $2.00 per Unit and each Pre-Funded Unit was s
• $1.999 — it was sold to the public at a price of $1.999 per Pre-Funded Unit (which represents t
• $2.50 — of Common Stock at an exercise price of $2.50 per share and expires five years from t

Filing Documents

• bivi-20250807_8k.htm (8-K) — 36KB
• bivi-20250807_ex1z1.htm (EX-1.1) — 393KB
• bivi-20250807_ex4z2.htm (EX-4.2) — 97KB
• bivi-20250807_ex4z3.htm (EX-4.3) — 113KB
• bivi-20250807_ex10z1.htm (EX-10.1) — 253KB
• bivi-20250807_ex99z1.htm (EX-99.1) — 11KB
• bivi-20250807_ex99z2.htm (EX-99.2) — 10KB
• 0001520138-25-000249.txt ( ) — 1304KB
• bivi-20250807_lab.xml (EX-101.LAB) — 33KB
• bivi-20250807_pre.xml (EX-101.PRE) — 22KB
• bivi-20250807.xsd (EX-101.SCH) — 3KB
• bivi-20250807_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On August 7, 2025, BioVie Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with ThinkEquity LLC, as the sole underwriter (the " Underwriter "), in connection with the issuance and sale (the " Offering ") of 5,620,000 units (the " Units ") and 380,000 pre-funded units (the " Pre-Funded Units "), resulting in net proceeds of approximately $10.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Underwriter also exercised the Over-Allotment Option (as defined below) in part and purchased 667,300 Warrants (as defined below) for nominal additional gross proceeds of approximately $667. Each Unit consisted of (i) one share of common stock, par value $0.0001 (the " Common Stock "), of the Company and (ii) one warrant (the " Warrants "). Each Pre-Funded Unit consisted of (i) one pre-funded warrant (the " Pre-Funded Warrants ") and (ii) one Warrant. Each Unit was sold to the public at a price of $2.00 per Unit and each Pre-Funded Unit was sold to the public at a price of $1.999 per Pre-Funded Unit (which represents the public offering price of each Unit less the $0.0001 per share nominal exercise price for each Pre-Funded Warrant). The Units; the Pre-Funded Units; the shares of Common Stock comprising the Units; the Warrants; the Pre-Funded Warrants; the shares of Common Stock, the Warrants and the Pre-Funded Warrants issuable upon exercise of the Over-Allotment Option; and the shares of Common Stock issuable upon exercise of the Warrants and the Pre-Funded Warrants are collectively referred to herein as the " Securities ." On August 8, 2025, the Warrants commenced trading on The Nasdaq Capital Market under the symbol "BIVIW." Each Warrant is immediately exercisable, entitles the holder to purchase one share of Common Stock at an exercise price of $2.50 per share and expires five years from the date of issuance. Each Pr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained above in Item 1.01 related to the Underwriter's Warrants is hereby incorporated by reference into this Item 3.02. The offer and sale of the Underwriter's Warrants have not been registered under the Securities Act and were instead offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder. The Underwriter's Warrants and the shares of Common Stock underlying the Underwriter's Warrants may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Item7.01 Regulation FD Disclosure. On August 7, 2025 and August 11, 2025, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering, respectively. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of August 7, 2025, by and between the Company and the Underwriter 4.1 Form of Warrant (included as Annex B to Exhibit 10.1) 4.2 Form of Pre-Funded Warrant 4.3 Form of Underwriter's Warrant. 10.1 Warrant Agent Agreement, dated as of August 7, 2025, by and between the Company and the Warrant Agent 99.1 Pricing Press Release dated August 7, 2025 99.2 Closing Press Release dated August 11, 2025

SIGNATURES

SIGNATURES 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. Dated: August 11, 2025 BIOVIE INC. By: /s/ Joanne Wendy Kim Name: Joanne Wendy Kim Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR