BIOVIE INC. Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
The closing of the Transaction remains subject to customary conditions, including, among other things, the accuracy of representations and warranties, material performance of covenants, and the absence of a material adverse effect.
The Company's Board of Directors approved the Amendment. The holder of a majority of the outstanding shares of the Company's common stock executed a written consent approving the issuance of shares under the Purchase Agreement as amended. The Transaction is expected to close twenty calendar days after a related definitive information statement on Schedule 14C is mailed to the Company's stockholders. NeurMedix's Board of Directors and sole stockholder similarly approved the Amendment.
The above description of the Purchase Agreement and the Amendment 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 is filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the
On
The closing of the Transaction remains subject to customary conditions, including, among other things, the accuracy of representations and warranties, material performance of covenants, and the absence of a material adverse effect.
The Company's Board of Directors approved the Amendment. The holder of a majority of the outstanding shares of the Company's common stock executed a written consent approving the issuance of shares under the Purchase Agreement as amended. The Transaction is expected to close twenty calendar days after a related definitive information statement on Schedule 14C is mailed to the Company's stockholders. NeurMedix's Board of Directors and sole stockholder similarly approved the Amendment.
The above description of the Purchase Agreement and the Amendment 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 is filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the
Item 3.02 Unregistered Sales of
The disclosure set forth under Item 1.01 regarding the issuance of shares pursuant to the Purchase Agreement, as amended by the Amendment, is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
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, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Any forward-looking statements contained in this Current Report on Form 8-K are
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, information regarding the closing of the
Transaction and any other statements by the Company's management regarding
future expectations, beliefs, goals, plans, or prospects. Forward-looking
statements can often be identified by words such as "intends," "estimates,"
"predicts," "potential," "continues," "anticipates," "plans," "expects,"
"believes," "should," "could," "may," "will" or the negative of these terms or
other comparable terminology. Actual events or results may differ materially and
adversely from such forward-looking statements as a result of certain risks and
uncertainties including, but not limited to, the occurrence of any event,
change, or other circumstances that could give rise to the termination of the
Purchase Agreement; the Company's ability to successfully integrate and advance
the assets acquired from NeurMedix; the risk that the Company may not realize
the anticipated benefits from the Transaction; the Company's need for, and the
availability of, substantial capital in the future to fund its operations and
research and development; risks related to pre-clinical or clinical testing; and
other risks and uncertainties described above, as well as those risks and
uncertainties discussed from time to time in the Company's other reports and
other public filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.2 Amendment No. 1 to Asset Purchase Agreement, datedMay 9, 2021 , by and among the Company,NeurMedix, Inc. andAcuitas Group Holdings, LLC 99.1 Press release datedMay 10, 2021
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