As filed with the Securities
and Exchange Commission on November 22, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOVIE INC.
(Exact name of registrant as
specified in its charter)
| Nevada |
46-2510769 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
| |
|
|
2120 Colorado Avenue, #230
Santa Monica, California
(Address of Principal Executive Offices) |
90404
(Zip Code) |
BioVie Inc.
2019 Omnibus Equity Incentive Plan
aMENDED
AND RESTATED through AUGUST 28, 2024
(Full title of the plan)
Cuong Do
Chief Executive Officer
℅ BioVie Inc.
2120 Colorado Avenue, #230
Santa Monica, California 90404
(310) 444-4300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Jeffrey G. Aromatorio, Esq.
Reed Smith LLP
225 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2716
Telephone: (412) 288-3364
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer |
☐ |
Accelerated Filer |
☐ |
| Non-Accelerated Filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The
documents containing information specified in this Part I will be separately provided to the participants in the Omnibus Plan covered
by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed with the Securities and
Exchange Commission (the “Commission”) by BioVie Inc. (the “Registrant”) are incorporated herein by reference.
| (1) | The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Commission on September 30,
2024 (File No. 001-39015); |
| (2) | The Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission
on November 13, 2024; |
| (3) | The Registrant’s Current Reports on Form 8-K or 8-K/A filed with the Commission on July 30, 2024, August 1, 2024, August 6,
2024, August 21, 2024, September 24, 2024 (except Item 7.01), September 24, 2024, September 25, 2024 (except Item 7.01), October 22, 2024
(except Item 7.01), October 22, 2024 (except Item 7.01), October 24, 2024 (except Item 7.01), October 24, 2024 (except Item 7.01), October
29, 2024 (except Item 7.01), October 29, 2024 (except Item 7.01), and November 8, 2024; and |
| (4) | The description of the Registrant’s Class A Common Stock contained in the Registrant’s registration statement on Form
8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on August 25, 2020, as modified by any
amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-39015). |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 4. | DESCRIPTION OF SECURITIES |
Not applicable.
| ITEM 5. | INTEREST OF NAMED EXPERTS AND COUNSEL |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
We are a Nevada corporation and generally governed by the Nevada Private
Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS.
Section 78.138 of the NRS provides that, unless the corporation’s
articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s
or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct,
fraud or a knowing violation of the law.
Section 78.7502 of the NRS permits a Nevada corporation to indemnify its
directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection
with a threatened, pending, or completed action, suit, or proceeding, except an action by or on behalf of the corporation, if the officer
or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed
to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe
the conduct of the officer or director was unlawful. Section 78.751 of the NRS also requires a corporation to indemnify its officers and
directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service
as a director or officer.
Section 78.751 of the NRS also permits a Nevada corporation to indemnify
its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are
incurred and in advance of final disposition thereof, upon receipt of an undertaking of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the
corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such
expenses upon receipt of such an undertaking. Section 78.751 of the NRS further permits the corporation to grant its directors and officers
additional rights of indemnification under its articles of incorporation, bylaws or other agreement.
Section 78.752 of the NRS provides that a Nevada corporation may purchase
and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him
in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
Our Articles of Incorporation and bylaws implement the indemnification
and insurance provisions permitted by Chapter 78 of the NRS by providing that:
| · | We shall indemnify our directors and officers to the fullest extent permitted
by the NRS against expense, liability and loss reasonably incurred or suffered by them in connection with their service as an officer
or director; |
| · | We are required to advance expenses to our directors and officers upon receipt
of an undertaking to repay the amount if it is ultimately determined that the director or officer is not entitled to be indemnified; and |
| · | We may purchase and maintain insurance, or make other financial arrangements,
on behalf of any person who holds or who has held a position as a director, officer, or representative against liability, cost, payment,
or expense incurred by such person. |
At the present time, there is no pending litigation or proceeding involving
a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any
threatened litigation or proceeding which may result in a claim for such indemnification.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
The following exhibits are hereby filed as part of
this Registration Statement:
*Filed herewith.
| |
(a) |
Rule 415 offering.
The undersigned Registrant hereby undertakes: |
| |
1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
i. |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
ii. |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| |
iii. |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement; |
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
| |
2. |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| |
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Monica, California
on November 22, 2024.
| |
BIOVIE INC. |
| |
|
| |
By: |
/s/ Cuong Do |
| |
|
Name: |
Cuong Do |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Cuong Do and Joanne Wendy Kim, and each of them acting individually and without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them
individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the following persons in the capacities and on November 22, 2024.
| Signature |
|
Title |
| |
|
| /s/ Cuong Do |
|
|
Cuong Do |
|
Director; President and Chief Executive Officer
(principal executive officer) |
| |
|
| /s/ Joanne Wendy Kim |
|
|
|
Joanne Wendy Kim |
|
Chief Financial Officer
(principal financial and accounting officer) |
| |
|
| /s/ Jim Lang |
|
|
|
Jim Lang |
|
Chairman & Director |
| |
|
| /s/ Michael Sherman |
|
|
|
Michael Sherman |
|
Director |
| |
|
|
| /s/ Richard J. Berman |
|
|
|
Richard J. Berman |
|
Director |
| |
|
|
| /s/ Bob Hariri |
|
|
|
Bob Hariri |
|
Director |
| |
|
|
| /s/ Sigmund Rogich |
|
|
|
Sigmund Rogich |
|
Director |
Exhibit 5.1
 |
|
| |
|
| |
9275 W. Russell Road, Suite 240
Las Vegas, Nevada 89148
PH (702)
692-8026 | FX (702) 692-8075
fennemorelaw.com
|
November 22, 2024
BioVie Inc.
680 West Nye Lane, Suite
201
Carson City, Nevada 89703
| Re: | BioVie Inc./Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special
Nevada counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company
of 1,250,000 shares (the “Shares”) of its Class A Common Stock, $0.0001 par value per share (the “Common
Stock”) that have been or may be issued pursuant to the Company’s 2019 Omnibus Equity Incentive Plan, as amended and
restated through August 28, 2024 (the “Plan”) on Form S-8 (the “Registration Statement”) under the
Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission
(“Commission”).
For purposes of these opinions,
we have examined originals or copies of:
(a) the
Registration Statement;
(b) the
Plan;
(c) certain
actions of the Board of Directors and stockholders of the Company relating to the adoption of the Plan and such other matters as relevant.
We have obtained from officers
and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have
deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate documents,
records, certificates, and instruments (collectively with the documents identified in (a) through (c) above, the “Documents”)
as we deem necessary or advisable to render the opinions set forth herein.
BioVie Inc.
November 22, 2024
Page 2
In our examination we have
assumed:
(a)
the legal capacity and competency of all natural persons executing the Documents;
(b)
the genuineness of all signatures on the Documents;
(c)
the authenticity of all Documents submitted to us as originals, and the conformity to original documents of all Documents submitted
to us as copies;
(d)
that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations
thereunder;
(e)
that such Documents are enforceable in accordance with their terms with respect to all parties thereto;
(f)
that at the time of issuance of any Shares, the Company validly exists and is duly qualified and in good standing under the laws
of Nevada; and
(g)
other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution and
delivery by all parties of the Documents.
We have relied upon the accuracy
and completeness of the information, factual matters, representations, and warranties contained in such documents.
In rendering the opinions set
forth below, we have also assumed that:
(a) at
or prior to the time of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;
(b) the
Company will keep reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under
the Plan;
(c) upon
issuance of any of the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to issue under its charter documents; and
(d) each
stock grant, stock option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized,
validly granted, and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise
of such stock option or other security under the Plan.
BioVie Inc.
November 22, 2024
Page 3
Based on the foregoing
and in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(a) the
Shares that have been or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and
(b) if,
as, and when issued against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with
the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law
that may come to our attention after the date the Registration Statement is declared effective.
While certain members of this
firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the
laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the
State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express
no opinion regarding the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance
and sale of the Shares.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal
Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
| |
Very truly yours,
/s/ Fennemore Craig, P.C.
Fennemore Craig, P.C.
|
tmor/cdol
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this
Registration Statement of BioVie Inc. on Form S-8 to be filed on or about November 22, 2024, of our report dated September 30,
2024, on our audits of the financial statements as of June 30, 2024 and 2023 and for each of the years then ended, which report was included
in the Annual Report on Form 10-K filed September 30, 2024. Our report includes an explanatory paragraph about the existence of substantial
doubt concerning the Company’s ability to continue as a going concern.
/s/ EISNERAMPER LLP
Iselin, New Jersey
November 22, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
BioVie Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| |
|
Security Type |
|
Security Class Title |
|
Fee
Calculation
or Carry
Forward
Rule |
|
|
Amount
Registered(1) |
|
|
Proposed
Maximum
Offering
Price Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount of
Registration
Fee |
|
|
Carry
Forward
Form
Type |
|
|
Carry
Forward
File
Number |
|
|
Carry
Forward
Initial
effective
date |
|
|
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to
be Carried
Forward |
|
| Newly Registered Securities |
| Fees to Be Paid |
|
Primary Offerings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity |
|
Common Stock, par value $0.0001 per share |
|
|
Rule 457(c) and Rule 457(h) |
|
|
|
1,250,000 |
|
|
|
$3.23(2) |
|
|
$ |
4,037,500 |
|
|
$ |
0.0001531 |
|
|
$ |
618.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Offering Amounts |
|
|
|
|
|
|
$ |
4,037,500 |
|
|
$ |
0.0001531 |
|
|
$ |
618.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
618.15 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration Statement changes, the provisions of Rule 416 under the Securities
Act of 1933, as amended, shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional
securities resulting from the split of, or the dividend on, the securities covered by this Registration Statement. The 1,250,000 shares
of common stock to be registered are in addition to 7,231,600 shares of Common Stock previously registered in connection with the Plan
on registration statement on Form S-8 filed with the Securities and Exchange Commission on October 4, 2021 (Registration No. 333-260019),
adjusted to 723,160 shares post reverse-split.
|
| (2) |
Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $3.23 per share, which is the average of the high and low prices of the Registrant’s common stock, as reported on the New York Stock Exchange, on November 18, 2024. |
| (3) |
The registrant previously filed a Preliminary Information Statement on Schedule 14C (File No. 001-39015) with the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2021 (the “Schedule 14 C”). A filing fee of $344,090 was paid in connection to the filing of the Schedule 14 C pursuant to Rule 14(g) of the Securities Exchange Act of 1934, as amended. Such filing fee for the Schedule 14 C was reduced to $40,297 upon the filing of the Amendment No. 1 to the Schedule 14 C on May 10, 2021, leaving $303,792 in previously paid fees available for future offset (the “unused filings fees”). In accordance with Rule 457(b) under the Securities Act, the Company used (i) $5,078.26 to offset the filing fee payable in connection with the registration statement on Form S-8 (File No. 333-260019), filed with the SEC on October 4, 2021; (ii) $3,801.90 of the unused filing fees to offset the filing fee payable in connection with the registration statement on Form S-1 (File No. 333-268313), filed with the SEC on November 10, 2022; (iii) $74.10 of the unused filing fees to offset the filing fee payable in connection with the registration statement on Form S-1 (File No. 333-271054), filed with the SEC on March 31, 2023; (iv) $33,189.50 of the unused filing fees to offset the filing fee payable in connection with the registration statement on Form S-3 (File No. 333-274083), filed with the SEC on August 18, 2023; and (v) $3,730.85 of the unused filing fees to offset the filing fee payable in connection with the registration statement on Form S-1 (File No. 333-283394), filed with the SEC on November 21, 2024. In accordance with Rule 457(b) under the Securities Act, the registrant is using $618.15 of the unused filing fees to offset the filing fee payable in connection with this registration statement, no registration fee is due to be paid at this time |
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