Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.01 regarding the Registration Rights
Agreement (as defined below) is incorporated into this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 10, 2021, pursuant to the previously announced Asset Purchase Agreement,
dated as of April 27, 2021 and as amended on May 9, 2021 (the "Purchase
Agreement"), by and among BioVie Inc. (the "Company" or "BioVie"), NeurMedix,
Inc. ("NeurMedix") and Acuitas Group Holdings, LLC ("Acuitas") (solely for
purposes of Section 10.16 of the Purchase Agreement), BioVie completed the
acquisition of certain assets from NeurMedix and the assumption of certain
liabilities of NeurMedix in exchange for the consideration described below
(collectively, the "Transaction").
At the closing of the Transaction, BioVie issued to Acuitas (as NeurMedix's
assignee) 8,361,308 shares of the Company's common stock and made a cash payment
of approximately $2.3 million, representing NeurMedix's direct and documented
cash expenditures to advance certain programs from March 1, 2021 through the
closing. Subject to the terms and conditions of the Purchase Agreement, BioVie
is also obligated to deliver contingent consideration to NeurMedix (or its
successor) consisting of (i) a cash payment of approximately $7.3 million,
subject to a pivotal clinical trial for NE3107 for the treatment of Alzheimer's
Disease meeting its primary endpoint(s) and BioVie having successfully raised at
least $50.0 million of new capital, and (ii) up to 18,000,000 shares of BioVie's
common stock upon the achievement of certain clinical, regulatory and commercial
milestones related to the drug candidates purchased from NeurMedix, subject to a
cap limiting the issuance of such shares if such issuance would result in the
beneficial ownership of NeurMedix and its affiliates exceeding 87.5% of BioVie's
issued and outstanding common stock, as more fully set forth in the Purchase
Agreement. At the closing, BioVie and Acuitas entered into a registration rights
agreement (the "Registration Rights Agreement") pursuant to which BioVie has
agreed to register the resale of the shares of common stock to Acuitas issued
pursuant to the Purchase Agreement.
The above description of the Purchase Agreement and the Transaction does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on April 27, 2021 and is incorporated herein by
reference, as amended by Amendment No. 1 thereto, a copy of which was filed as
Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the SEC on
May 10, 2021 and is incorporated herein by reference. The above description of
the Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Registration
Rights Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 11, 2021, the Company issued a press release announcing the closing of
the Transaction. A copy of the press release is furnished herewith as
The information set forth in this Item 7.01, including Exhibit 99.1, is
"furnished" and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
2.1 Asset Purchase Agreement, dated April 27, 2021, by and among the
Company, NeurMedix, Inc. and Acuitas Group Holdings, LLC
(incorporated by reference to Exhibit 2.1 the Company's Current
Report on Form 8-K filed on April 27, 2021)*
2.2 Amendment No. 1 to Asset Purchase Agreement, dated May 9, 2021, by
and among the Company, NeurMedix, Inc. and Acuitas Group Holdings,
LLC (incorporated by reference to Exhibit 2.2 the Company's Current
Report on Form 8-K filed on May 10, 2021)
10.1 Registration Rights Agreement, dated June 10, 2021, by and between
the Company and Acuitas Group Holdings, LLC
99.1 Press release dated June 11, 2021
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company will furnish the omitted schedules and exhibits to
the SEC upon request.
© Edgar Online, source Glimpses