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    BIVI   US09074F2074

BIOVIE INC.

(BIVI)
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BIOVIE INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/11/2021 | 09:02am EDT

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 Exhibit 99.1.

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.




(d) Exhibits



Exhibit
 Number     Description
  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

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Financials (USD)
Sales 2021 - - -
Net income 2021 -89,4 M - -
Net Debt 2021 - - -
P/E ratio 2021 -2,52x
Yield 2021 -
Capitalization 404 M 404 M -
Capi. / Sales 2021 -
Capi. / Sales 2022 -
Nbr of Employees 3
Free-Float 18,2%
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Consensus
Sell
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Mean consensus BUY
Number of Analysts 1
Average target price 50,00 $
Last Close Price 18,09 $
Spread / Highest target 176%
Spread / Average Target 176%
Spread / Lowest Target 176%
EPS Revisions
Managers and Directors
NameTitle
Cuong Viet Do President, Chief Executive Officer & Director
Joanne Wendy Kim Chief Financial Officer & Secretary
Terren S. Peizer Chairman
Penelope Markham Chief Scientific Officer
Patrick Yeramian Chief Medical Officer
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