Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On July 15, 2022, BioVie Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with Acuitas Group Holdings, LLC ("Acuitas"), the Company's controlling stockholder that is 100% owned by Terren Peizer, the chairman of the Company's board of directors, pursuant to which the Company agreed to issue and sell to Acuitas, and Acuitas agreed to purchase from the Company, in a private placement (the "Private Placement"), (i) an aggregate of 3,636,364 shares (the "PIPE Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a price of $1.65 per share, and (ii) a warrant (the "Warrant") to purchase 7,272,728 shares of Common Stock (the "Warrant Shares") at an exercise price of $1.82, with a term of exercise of five years. The aggregate purchase price for the PIPE Shares and Warrant (collectively, the "Securities") sold in the Private Placement was approximately $6 million.

The Company expects the Private Placement to close on or about August 15, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Private Placement for working capital purposes.

The Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Company agreed to indemnify Acuitas from liabilities relating to the Company's breach of any of the representations, warranties and covenants in the Purchase Agreement. The Securities were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder.

Upon the closing of the Purchase Agreement, the Company and Acuitas will amend and restate that certain Registration Rights Agreement, dated as of June 10, 2021, by and between the Company and Acuitas (the "Existing Registration Rights Agreement"), to amend the definition of "Registrable Securities" in the Existing Registration Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable Securities thereunder.

Oppenheimer & Co. Inc. ("Oppenheimer") served as sole placement agent with respect to the Private Placement. The Company has agreed to pay Oppenheimer a cash fee equal to 3.0% of the gross proceeds raised in the Private Placement.

The foregoing description of the Purchase Agreement and Warrant is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description
4.1             Form of Common Stock Purchase Warrant.
10.1            Securities Purchase Agreement, dated July 15, 2022, by and between
              the Company and Acuitas Group Holdings, LLC.




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