BioVie Seeks Shareholder Approval for Director Slate, Auditor, and Equity Plan Boost

TL;DR

**BIOVIE is asking for a massive equity plan increase to 3,100,000 shares, which is a red flag for dilution; vote against the plan to protect your stake!**

AI Summary

BIOVIE INC. is holding its 2025 Annual Meeting on November 10, 2025, virtually, to address four key proposals. Stockholders will vote on the election of six directors, the ratification of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, and a significant amendment to the 2019 Omnibus Equity Incentive Plan. This amendment seeks to increase the number of shares authorized for issuance under the plan to 3,100,000, a move that could impact shareholder dilution. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. The record date for voting eligibility was September 22, 2025, with 7,535,080 shares of common stock outstanding and entitled to vote. The company's address is 680 W Nye Lane, Suite 201, Carson City, NV 89703, and its phone number is (775) 888-3162.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for BIOVIE INC. Investors need to understand the implications of increasing the 2019 Omnibus Equity Incentive Plan shares to 3,100,000, as this could lead to significant dilution and impact the value of existing shares. The election of six directors will shape the company's strategic direction and oversight, directly affecting future performance and risk management. Ratifying EisnerAmper LLP ensures continued financial transparency and compliance, crucial for investor confidence in a competitive biotech landscape where robust governance is paramount.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal No. 3, which seeks to increase the shares authorized for issuance under the 2019 Omnibus Equity Incentive Plan to 3,100,000. While the current number of outstanding shares is 7,535,080, this proposed increase represents a substantial potential dilution of approximately 41% if fully utilized, which could negatively impact existing shareholder value.

Analyst Insight

Investors should carefully review Proposal No. 3 regarding the 2019 Plan amendment. Consider voting 'AGAINST' the increase in authorized shares to 3,100,000 if you are concerned about potential dilution of your existing holdings. Engage with investor relations for further clarification on the necessity and projected usage of these additional shares.

Key Numbers

• 3,100,000 — Shares authorized for 2019 Omnibus Equity Incentive Plan (Proposed increase, potentially leading to significant dilution for existing shareholders.)
• 7,535,080 — Shares of common stock outstanding (Total shares entitled to vote as of the September 22, 2025 record date.)
• November 10, 2025 — Annual Meeting Date (Date when key proposals will be voted upon by stockholders.)
• 6 — Number of directors to be elected (Board Election Proposal seeks to elect six directors.)
• 33-1/3% — Quorum requirement (Percentage of shares required to be present for the Annual Meeting to be held.)
• 2,511,694 — Shares for quorum (Minimum number of shares needed for a quorum, based on 7,535,080 outstanding shares.)

Key Players & Entities

• BIOVIE INC. (company) — Registrant and Company for the Annual Meeting
• EisnerAmper LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• James Lang (person) — Chairman of the Board of Directors
• West Coast Stock Transfer, Inc. (company) — Transfer agent for BIOVIE INC.
• $3,100,000 (dollar_amount) — Proposed number of shares for the 2019 Omnibus Equity Incentive Plan
• November 10, 2025 (date) — Date of the Virtual Annual Meeting of Stockholders
• September 22, 2025 (date) — Record date for the Annual Meeting
• 7,535,080 (dollar_amount) — Shares of common stock outstanding and entitled to vote on the Record Date
• Nevada (regulator) — State of incorporation for BioVie Inc.
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

BioVie Inc. operates in the biopharmaceutical sector, focusing on developing treatments for neurodegenerative diseases. This industry is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Success often depends on clinical trial outcomes and the ability to secure funding for ongoing research and development.

Regulatory Implications

As a biopharmaceutical company, BioVie Inc. is subject to stringent regulations from bodies like the FDA. Approval processes for new drugs are lengthy and complex, and any delays or failures in clinical trials can have severe financial and operational consequences. Compliance with evolving healthcare and data privacy regulations is also critical.

What Investors Should Do

1. Review the proposed amendment to the 2019 Omnibus Equity Incentive Plan.
2. Vote on the election of six directors.
3. Ensure your proxy is submitted or vote online at the virtual meeting.

Key Dates

• 2025-11-10: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, and amendments to the 2019 Omnibus Equity Incentive Plan. The meeting will be held virtually.
• 2025-09-22: Record Date for Annual Meeting — Establishes the list of stockholders eligible to vote at the Annual Meeting. 7,535,080 shares of common stock were outstanding on this date.
• 2025-10-09: Mailing of Proxy Materials — Stockholders receive the Notice of Annual Meeting, Proxy Statement, and Annual Report, providing information for voting decisions.
• 2025-11-09: Deadline for Telephone and Internet Voting — Ensures that votes submitted electronically or by phone are processed before the meeting. Online voting at the meeting is still possible.
• 2026-06-30: Fiscal Year End — The independent auditor, EisnerAmper LLP, is being ratified for the fiscal year ending on this date.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for BioVie Inc.'s 2025 Annual Meeting, outlining the proposals and providing information for stockholders to make informed voting decisions.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, detailing the agenda and providing background information on the proposals. (This document contains the specific details of the proposals being voted on at BioVie Inc.'s Annual Meeting, including director elections and equity plan amendments.)

2019 Omnibus Equity Incentive Plan

A plan established by BioVie Inc. in 2019 that allows the company to grant equity-based compensation, such as stock options or restricted stock, to employees and directors. (A key proposal at the meeting is to amend this plan to increase the number of authorized shares to 3,100,000, which could impact shareholder dilution.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (The record date of September 22, 2025, determines who can vote on the proposals at the November 10, 2025, Annual Meeting.)

Street Name

When shares of stock are held in an account by a bank, broker, or other nominee on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Stockholders holding shares in 'street name' need to obtain a proxy from their nominee to vote at the virtual meeting.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Information regarding specific financial metrics or comparisons to the previous year's filing (e.g., 2024 DEF 14A) is not detailed within this proxy statement itself. However, the proposed increase in shares for the equity incentive plan suggests a potential strategy for future employee compensation or stock-based financing, which may differ from prior capital allocation strategies.

Filing Documents

• bivi-def14a.htm (DEF 14A) — 428KB
• image_001.jpg (GRAPHIC) — 4KB
• image_02.jpg (GRAPHIC) — 102KB
• image_03.jpg (GRAPHIC) — 99KB
• 0001520138-25-000287.txt ( ) — 711KB

From the Filing

DEF 14A 1 bivi-def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 BIOVIE INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: BIOVIE INC. 680 W Nye Lane, Suite 201 Carson City, NV 89703 (775) 888-3162 NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON November 10, 2025 Dear Stockholders of BioVie Inc.: You are invited to participate in the 2025 Annual Meeting (the “Annual Meeting”) of stockholders of BioVie Inc., a Nevada corporation (“BioVie” or the “Company”), to be held on Monday, November 10, 2025 at 11:00 a.m. Pacific Time. The Board of Directors of BioVie (the “Board of Directors”) has determined to convene and conduct the Annual Meeting on Monday, November 10, 2025 at 11:00 a.m. Pacific Time, in a virtual meeting format at www.virtualshareholdermeeting.com/BIVI2025. Stockholders will NOT be able to attend the Annual Meeting in-person. The accompanying Proxy Statement includes instruction on how to access the virtual Annual Meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity. At the Annual Meeting, we will consider and vote upon the following items: 1. To elect six (6) directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified (the “Board Election Proposal”); 2. To ratify the appointment of EisnerAmper LLP as BioVie’s independent registered public accounting firm for the fiscal year ending June 30, 2026 (the “Auditor Ratification Proposal”); 3. To approve an amendment and restatement of the 2019 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance to 3,100,000 (the “2019 Plan Proposal”); and 4. To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” EACH OF THE OTHER PROPOSALS OUTLINED IN THE ACCOMPANYING PROXY STATEMENT. The Board of Directors has fixed the close of business on September 22, 2025 as the record date for the Annual Meeting. Only stockholders of record on the record date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy -i- You are cordially invited to participate in the Annual Meeting. Whether or not you expect to participate in the Annual Meeting, please complete, date, sign and return the enclosed proxy or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Annual Meeting. If you have requested physical materials to be mailed to you, a return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience to use if you choose to submit your proxy by mail. Even if you have voted by proxy, you may still vote online if you attend the virtual Annual Meeting. Please note, however, that if your shares are held of record by a bank, broker, or other nominee and you wish to vote at the Annual Meeting, you must

View Full Filing

View this DEF 14A filing on SEC EDGAR