aibioBioVie prices $12 million public offering of units at $2.00
Tickers BIVI
BioVie priced 6,000,000 units, including pre-funded units, at $2.00 each for about $12 million. ThinkEquity is sole book-running manager, and the prospectus says the financial statements raise substantial doubt about the company's ability to continue as a going concern.
Key facts
- Company
- BioVie Inc. (NASDAQ: BIVI)
- News type
- Financings
- Primary source
- BioVie Inc. 424B5 (2025-08-08)
The offering terms
BioVie Inc. said on August 7, 2025 that it had priced an underwritten public offering of 6,000,000 units at $2.00 per unit. The prospectus splits them into 5,620,000 units and 380,000 pre-funded units. Each unit is one share of Class A common stock and one warrant, and each pre-funded unit is one pre-funded warrant and one warrant. Each warrant is exercisable immediately at $2.50 a share and expires five years from issue. The warrants are approved for Nasdaq listing as BIVIW.
The prospectus shows a total public offering price of $11,999,962.00. The underwriting discount is 7.0%, or $839,997.34, which leaves proceeds before expenses of $11,159,964.70. The underwriters have a 45-day option to purchase up to 900,000 more shares, pre-funded warrants or warrants to cover over-allotments.
ThinkEquity is acting as sole book-running manager. The press release and the prospectus cover name no legal counsel for the company or the underwriter. The company expects the offering to close on August 11, 2025, and says the proceeds will fund working capital and general corporate purposes, with no breakdown.
Shares and dilution
The prospectus bases its share count on 1,860,086 shares outstanding on June 30, 2025. The offering adds 6,000,000 shares to that figure, leaving 7,860,086 outstanding assuming full exercise of the pre-funded warrants, or 8,760,086 if the over-allotment option is exercised in full. The company also has 960,098 shares issuable on outstanding warrants at a weighted average exercise price of $35.02, and 84,872 shares issuable on options at a weighted average exercise price of $286.20. Both prices sit far above the $2.00 offering price. The share count reflects a 1-for-10 reverse stock split that took effect on July 7, 2025.
Going concern and cash
The prospectus says the financial statements "have been prepared assuming that we will continue as a going concern." Its risk factors add that these factors "raise substantial doubt about our ability to continue as a going concern." The company says it has never generated revenues, has no product approved for commercial sale, and will need to raise substantial additional capital.
The trials and the lawsuit
The Phase 2 long COVID study, ADDRESS-LC, is randomized 1:1 against placebo and is fully funded by a grant from the Department of Defense. It commenced in May 2025. The prospectus says that as of April 2025 the company had been reimbursed about $2.9 million for trial costs incurred in the nine months ended March 31, 2025.
The Alzheimer's disease Phase 3 trial of bezisterim had co-primary endpoints of cognition, measured on the ADAS-Cog 12, and function, measured on the CDR-SB. The company announced the unblinded topline efficacy analysis on November 29, 2023. The prospectus says that when unblinding began, the company found significant deviation from protocol and violations of current good clinical practices at 15 study sites. The prospectus does not report the results against those endpoints.
A securities class action is pending in the U.S. District Court for the District of Nevada against the company and certain officers. The amended complaint alleges misrepresentations or omissions, including information about the NM101 Phase 3 study of bezisterim in mild to moderate probable Alzheimer's disease. The class covers purchasers from December 7, 2022 through November 28, 2023. The court denied the motion to dismiss on March 27, 2025. The defendants say the claims are without merit.
The business
BioVie is a clinical-stage company developing drug therapies for neurological disorders and advanced liver disease. Its lead candidate, bezisterim, is meant to inhibit inflammation-driven insulin resistance. Its Parkinson's study had a primary objective of safety and a drug-drug interaction study the FDA requested. The company says both objectives were met, which is a claim about safety and early signals, not a demonstration of benefit to patients.
The liver program is BIV201, a continuous infusion of terlipressin with FDA Fast Track status. The prospectus warns that the company may fail to obtain or keep orphan drug exclusivity for BIV201. The company's press release says the active agent is approved in about 40 countries for related complications of advanced cirrhosis, but the prospectus says the company has no products approved for commercial sale.