UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE FISCAL YEAR ENDED JUNE 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File Number: 001-39015

BIOVIE INC.

(Exact name of registrant as specified in its charter)

Nevada		46-2510769
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)

	2120 Colorado Avenue Suite 230
	Santa Monica, CA 90404
	(Address of principal executive offices, Zip Code)

	(312)-283-5793
	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $.0001 par value per share	BIVI	The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark if the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7362(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $18,143,043.

There were 24,833,324 shares of the Registrant’s $0.0001 par value Class A common stock outstanding as of August 27, 2021.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2021 definitive Proxy Statement are incorporated by reference into Part III of this Form 10-K.

BIOVIE INC.

FORM 10-K INDEX

PART I

Item 1.	Business	2
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	29
Item 2.	Properties	29
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	[Reserved]	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 8.	Financial Statements and Supplementary Data	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 9A	Controls and Procedures	33
Item 9B.	Other Information	34
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	34

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
Item 14.	Principal Accountant Fees and Services	35

PART IV

Item 15.	Exhibits and Financial Statement Schedules	36
Item 16.	Form 10-K Summary

-i-

BIOVIE INC.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of 1933. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include our research and development activities, distributor channel; compliance with regulatory impositions; and our capital needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. When used in this report, the terms “BioVie”, “Company”, “we”, “our”, and “us” refer to BioVie, Inc.

-1-

Title	Patent Application Number	Patent Number	Expiration Date
Steroids Having 7-Oxygen and 17-Heteroaryl Substitution	13/095,528 14/027,825 14/027,842	8,569,275 9,102,702 9,115,168	2/14/2024 3/28/2024 3/28/2024
Unsaturated Steroid Compounds	13/030,326	8,586,770	6/2/2026
Solid State Forms of a Pharmaceutical	12/418,559	8,252,947*	4/18/2030
Crystalline Anhydrate Forms of a Pharmaceutical	14/459,528 15/348,107 16/598,694 17/240,728	9,555,046 9,850,271 10,995,112 pending	4/3/2029 4/3/2029 4/3/2029 —
Pharmaceutical Solid State Forms	12/370,510	8,518,922	9/24/2031
Methods of Preparing Pharmaceutical Solid State Forms	13/919,593	9,314,471	6/28/2029
Steroid Tetrol Solid State Forms	12/272,767	8,486,926	1/10/2030
Drug Identification and Treatment Method	11/941,936	8,354,396	7/7/2031
Method For Preparing Substituted 3,7-Dihydroxy Steroids	13/664,304 14/886,738	9,163,059** 9,994,608	6/5/2029 6/5/2029
Treatment Methods Using Pharmaceutical Solid State Forms	14/459,493	9,877,972	4/3/2029
Compositions for Treatment of Neurodegenerative Conditions	63/189,880	provisional	—

	·	Had a public float of less than $250 million as of the last business day of its most recently completed fiscal quarter, computed by multiplying the aggregate number of worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principle market for the common equity; or

Exhibit Number		Description of Document
2.1		Agreement and Plan of Merger, dated April 11, 2016, among the Company, LAT Acquisition Corp and LAT Pharma, LLC (incorporated by reference to Exhibit 2.1 the Company’s Current Report on Form 8-K filed on April 15, 2016).
3.1		Articles of Incorporation of the Company as filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 filed on August 15, 2013, File No. 333-190635).
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 22, 2016).
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on July 13, 2018).
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 3, 2018).
3.5		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 filed on August 15, 2013, File No. 333-190635).
3.6		Certificate of Amendment to Articles of Incorporation
4.1		Specimen Certificate representing shares of Class A Common Stock. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, File No. 333-231136)
4.2		Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 25, 2019).
4.3		Form of 10% OID Convertible Delayed Draw Debenture (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K filed on September 25, 2019).
4.4		Description of Securities
10.1		Securities Purchase Agreement, dated as of July 3, 2018, by and among BioVie Inc., Acuitas Group Holdings, LLC and the Purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2018).
10.2		Employment Agreement between Jonathan Adams and the Company dated, April 11, 2016. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, File No. 333-231136)
10.4		Amendment No. 1 to Employment Agreement between Jonathan Adams and the Company dated July 3, 2018. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, File No. 333-231136)
10.5		Letter Agreement between Acuitas Group Holdings, LLC and the Company dated June 24, 2019. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, File No. 333-231136)
10.6		BioVie Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Appendix D to the Definitive Information Statement on Schedule 14C, filed on May 8, 2019)
10.7		Securities Purchase Agreement dated as of September 24, 2019 by and among BioVie Inc. and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 25, 2019)
10.8		Amendment to Securities Purchase Agreement, dated as of October 9, 2019, by and between the Company and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 9, 2019)
10.9		Biovie Inc. Letter Agreement with Acuitas Group Holdings, LLC dated as of February 10, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 13, 2020).
10.10		Biovie Inc. Letter Agreement with Acuitas Group Holdings, LLC dated as of April 8, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2020).
10.11		Biovie Inc. Letter Agreement with Acuitas Group Holdings, LLC dated as of July 14, 2020. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, File No. 333-231136)
10.12		Asset Purchase Agreement by and Among BioVie,Inc - Buyer and Neurmedix, Inc - Seller and Acuitas Group Holdings as Gauarantor of April 27, 2021 filed on Form 8-K on April 27, 2021
10.13		Amendment No. 1 of the Asset Purchase Agreement dated May 9, 2021 filed on Form 8-K on May 10, 2021
14.1		Code of Conduct and Ethics of BioVie Inc. (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1, File No. 333-231136).
23.1		Consent of Independent Registered Public Accounting Firm - EisnerAmper LLP*
31.1		Rule 13a-14(a) Certification
31.2		Rule 13a-14(a) Certification
32.1		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

BIOVIE INC.

By:	/s/ Cuong Do
	Name:	Cuong Do
	Title:	Chief Executive Officer (Principal Executive Officer)

Person	Capacity	Date

/s/ Cuong Do	Chief Executive Officer	August 30, 2021
Cuong Do	(Principal Executive Officer)

/s/ Joanne Wendy Kim	Chief Financial Officer	August 30, 2021
Joanne Wendy Kim	(Principal Financial Officer)

/s/ Terren Piezer	Chairman	August 30, 2021
Terren Piezer

/s/ Jim Lang	Director	August 30, 2021
Jim Lang

/s/ Michael Sherman	Director	August 30, 2021
Michael Sherman

/s/ Richard J. Berman	Director	August 30, 2021
Richard J. Berman

/s/ Steve Gorlin	Director	August 30, 2021
Steve Gorlin

/s/ Robert Hariri	Director	August 30, 2021
Robert Hariri

/s/ Sigmund Rogich	Director	August 30, 2021
Sigmund Rogich

Report of Independent Registered Public Accounting Firm – EisnerAmper LLP				F-2

Financial Statements:

Balance Sheets				F-4
Statements of Operations				F-5
Statements of Changes in Stockholders’ Equity (Deficit)				F-6
Statements of Cash Flows				F-7
Notes to Financial Statements				F-8

	June 30,			June 30,
	2021			2020
ASSETS

CURRENT ASSETS:
Cash	$	4,511,642		$	37,195
Other assets		93,487			375,785
Total current assets		4,605,129			412,980

OTHER ASSETS:
Intangible assets, net		1,095,849			1,325,226
Goodwill		345,711			345,711
Total other assets		1,441,560			1,670,937

TOTAL ASSETS	$	6,046,689		$	2,083,917

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	996,374		$	1,259,206
Derivative liability - warrants		—			16,411,504
Derivative liability - conversion option on convertible debenture		—			5,000,800
Convertible debenture - related party, net of unearned discount of $0 and $462,864 and capitalized accrued interest of $0 and $48,407 at June 30, 2021 and June 30, 2020, respectively		—			848,543
Total current liabilities		996,374			23,520,053

Loan Payable		—			62,500
TOTAL LIABILITIES		996,374			23,582,553

Commitments and contingencies (Note 8)

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		—			—
Common stock, $0.0001 par value; 800,000,000 shares authorized at June 30, 2021 and June 30, 2020, respectively; 22,333,324 and 5,204,392 shares issued and outstanding at June 30, 2021 and June 30, 2020, respectively		2,232			520
Additional paid in capital		229,933,505			19,538,742
Accumulated deficit		(224,885,422	)		(41,037,898	)
Total stockholders’ equity (deficit)		5,050,315			(21,498,636	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	6,046,689		$	2,083,917

	Year ended			Year ended
	June 30, 2021			June 30, 2020
OPERATING EXPENSES:
Amortization	$	229,377		$	229,377
Research and development expenses		133,187,506			1,150,581
Selling, general and administrative expenses		4,637,256			1,312,930
TOTAL OPERATING EXPENSES		138,054,139			2,692,888

LOSS FROM OPERATIONS		(138,054,139	)		(2,692,888	)

OTHER EXPENSE (INCOME) EXPENSE:
Change in fair value of derivative liabilities		(8,279,919	)		9,211,686
Gain on extinguishment of debt		(62,500	)		—
Interest expense		559,455			4,772,429
Interest income		(21,971	)		(234	)
TOTAL OTHER (INCOME) EXPENSE, NET		(7,804,935	)		13,983,881

NET LOSS	$	(130,249,204	)	$	(16,676,768	)

Deemed dividends - related party		53,598,320			17,099,058

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(183,847,524	)	$	(33,775,826	)

NET LOSS PER COMMON SHARE
- Basic	$	(14.82	)	$	(6.85	)
- Diluted	$	(14.82	)	$	(6.85	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- Basic		12,403,159			4,929,497
- Diluted		12,403,159			4,929,497

					Additional						Total
	Common Stock		Common Stock		Paid in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity (Deficit)

Balance, June 30, 2019		4,058,724	$	406	$	9,392,573		$	(7,262,072	)	$	2,130,907

Issuance of commitment shares		1,125,000		112		10,068,638			—			10,068,750

Deemed dividend for commitment shares		—		—		—			(17,099,058	)		(17,099,058	)

Stock option compensation		—		—		24,846			—			24,846

Issuance of shares for services		11,200		1		39,199			—			39,200

Issuance of shares for interest payment		4,422		—		13,487			—			13,487

Cashless exercise of options		5,046		1		(1	)		—			—

Net loss		—		—		—			(16,676,768	)		(16,676,768	)

Balance, June 30, 2020		5,204,392	$	520	$	19,538,742		$	(41,037,898	)	$	(21,498,636	)

Proceeds from issuance of common stock		1,799,980		180		15,627,830			—			15,628,010

Redemption of warrants - related party		1,549,750		155		13,132,230			—			13,132,385

Deemed dividend for purchase option - related party		5,359,832		536		53,597,784			(53,598,320	)		—

Cashless exercise of options and warrants		3,238		—		—			—			—

Stock-based compensation		—		—		3,019,809			—			3,019,809

Proceeds from exercise of warrants		54,824		5		685,297			—			685,302

Issuance of shares for purchase of in process research and development expenses - related party		8,361,308		836		124,331,813			—			124,332,649

Net loss									(130,249,204	)		(130,249,204	)

Balance, June 30, 2021		22,333,324	$	2,232	$	229,933,505		$	(224,885,422	)	$	5,050,315

	June 30, 2021			June 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(130,249,204	)	$	(16,676,768	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		229,377			229,377
Common shares issued for service		—			39,200
Common shares issued for interest payment		—			13,487
Common shares issued for asset acquisition		124,332,649
Stock based compensation expense		3,019,809			24,846
Gain on extinguishment of loan payable		(62,500	)		—
Interest expense from convertible debenture		537,275			4,755,853
Change in fair value of derivative liabilities		(8,279,919	)		9,211,686
Changes in operating assets and liabilities:
Other assets		282,298			(41,635	)
Accounts payable and accrued expenses		(262,832	)		815,726
Net cash used in operating activities		(10,453,047	)		(1,628,228	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		15,628,010			—
Proceeds from exercise of warrants		685,302			—
Payment of convertible debenture - related party		(1,821,818	)		—
Proceeds from convertible debenture - related party		436,000			1,263,000
Proceeds from loan payable		—			62,500
Net cash provided by financing activities		14,927,494			1,325,500

Net increase (decrease) in cash		4,474,447			(302,728	)

Cash, beginning of period		37,195			339,923

Cash, end of period	$	4,511,642		$	37,195

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	22,180		$	3,093
Cash paid for taxes	$	—		$	—

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Deemed dividends - related party	$	53,598,320		$	17,099,058
Stock warrants classified as derivative liability	$	—		$	7,530,308

ITEM 6.	[Reserved]

	June 30, 2021		June 30, 2020
	Number of Shares		Number of Shares
Stock Options		755,200		60,400
Warrants		158,761		1,374,667
Total		913,961		1,435,067

SEC Form 10-K filed by BioVie Inc.