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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