BioVie closes public offering of units and warrants with net proceeds of about $10.4 million

BioVie Inc. (BIVI) closed an underwritten public offering of units and pre-funded units on August 11, 2025, with net proceeds of approximately $10.4 million after underwriting discounts and commissions and other estimated offering expenses. The company reported the offering in a Form 8-K filed the same day. ThinkEquity LLC was the sole underwriter.

The offering terms

Under an underwriting agreement dated August 7, 2025, BioVie sold 5,620,000 units and 380,000 pre-funded units. Each unit consisted of one share of common stock and one warrant. Each pre-funded unit consisted of one pre-funded warrant and one warrant. Units were sold to the public at $2.00 per unit, and pre-funded units at $1.999, which the filing says is the public price less the nominal exercise price of $0.0001 per pre-funded warrant.

A pricing press release dated August 7, 2025 described the deal as a $12 million public offering, with gross proceeds expected to be about $12 million before underwriting discounts and other expenses.

Each warrant is immediately exercisable at $2.50 per share and expires five years from issuance. The warrants began trading on The Nasdaq Capital Market on August 8, 2025 under the symbol "BIVIW". The offering is also dilutive: every unit and warrant adds potential shares for existing holders, and the warrant exercise price sits above the $2.00 unit price. BioVie says it intends to use the proceeds for working capital and general corporate purposes.

Over-allotment and underwriter warrants

BioVie gave the underwriter an option to buy up to an additional 900,000 shares, pre-funded warrants, warrants or a combination, to cover over-allotments. The option runs for forty-five days from the closing date. The underwriter exercised it in part and bought 667,300 warrants for nominal additional gross proceeds of approximately $667.

The company also issued the underwriter warrants to purchase 300,000 shares of common stock at $2.50 per share. They are immediately exercisable and carry registration rights, including a one-time demand registration right and unlimited piggyback rights, plus customary anti-dilution provisions. They were issued under the exemption in Section 4(a)(2) and/or Rule 506(b).

Lock-ups and the warrant agent

For three months from the date of the underwriting agreement, subject to customary exceptions, BioVie agreed not to sell more stock or stock-linked securities, file certain registration statements or complete a debt offering without the underwriter's consent. Its executive officers and directors signed lock-up agreements for the same period. The securities were sold under a Form S-1 (File No. 333-288525) declared effective on August 7, 2025. On the closing date BioVie also entered into a warrant agent agreement with West Coast Stock Transfer, Inc.

Going concern and litigation

The independent auditor's report in the company's 10-K for the year ended June 30, 2024, filed September 30, 2024, includes a going concern paragraph citing recurring losses from operations and negative cash flows from operating activities. The 10-K says the company has not emerged from the development stage, may be unable to raise further equity, and that these factors raise substantial doubt about its ability to continue as a going concern.

The same 10-K describes securities class action litigation. A shareholder complaint, Olmstead v. BioVie Inc. et al., No. 3:24-cv-00035, was filed on January 19, 2024 in the U.S. District Court for the District of Nevada, naming the company and certain officers as defendants. A second related complaint, Way v. BioVie Inc. et al., was filed on February 22, 2024. On April 15, 2024 the court consolidated the two actions as In re BioVie Inc. Securities Litigation. The complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 on behalf of purchasers from December 7, 2022 through November 28, 2023. The defendants filed a motion to dismiss the amended complaint on August 21, 2024. These are allegations.

The pipeline

BioVie describes itself as a clinical-stage company developing drug therapies for neurological and neurodegenerative disorders and advanced liver disease. Its drug candidate bezisterim (NE3107) is being developed for Alzheimer's disease and Parkinson's disease. Its candidate BIV201 has FDA Fast Track status in liver disease.

Signatories

Chief Financial Officer Joanne Wendy Kim signed the 8-K.

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