UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒

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

For the quarterly period ended: March 31, 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 incorporation or organization)		(I.R.S. Empl. Ident. No.)

2120 Colorado Avenue Suite 230

Santa Monica, CA 90404

(Address of principal executive offices, Zip Code)

(310)-444-4300

(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, par value $0.0001 per share	BIVI	The NASDAQ Stock Market, LLC

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, smaller reporting company or 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 13,958,516 shares of the Registrant’s $0.0001 par value Class A common stock outstanding as of May 7, 2021.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Balance Sheets at March 31, 2021 (unaudited) and June 30, 2020	1
	Condensed Statements of Operations (unaudited) - for the three months and nine months ended March 31, 2021 and 2020	2
	Condensed Statements of Cash Flows (unaudited) - for the nine months ended March 31, 2021 and 2020	3
	Condensed Statements of Changes in Stockholders’ Equity/(Deficit) (unaudited) – for the periods from July 1, 2019 through March 31, 2020 and July 1, 2020 through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

SIGNATURES		26

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.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BioVie Inc.

Condensed Balance Sheets

	March 31,			June 30,
	2021			2020
ASSETS		(Unaudited)

CURRENT ASSETS:
Cash	$	11,351,258		$	37,195
Other assets		42,855			375,785
Total current assets		11,394,113			412,980

OTHER ASSETS:
Intangible assets, net		1,153,194			1,325,226
Goodwill		345,711			345,711
Total other assets		1,498,905			1,670,937

TOTAL ASSETS	$	12,893,018		$	2,083,917

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,428,434		$	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 March 31, 2021 and June 30, 2020, respectively		—			848,543
Total current liabilities		1,428,434			23,520,053

Loan payable		62,500			62,500

TOTAL LIABILITIES		1,490,934			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 March 31, 2021 and June 30, 2020; 13,957,792 and 5,204,392 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively		1,395			520
Additional paid in capital		104,753,666			19,538,742
Accumulated deficit		(93,352,977	)		(41,037,898	)
Total stockholders' equity (deficit)		11,402,084			(21,498,636	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	12,893,018		$	2,083,917

See accompanying notes to unaudited condensed financial statements

-1-


	Three Months Ended						Nine Months Ended
	March 31 2021			March 31 2020			March 31 2021			March 31 2020

OPERATING EXPENSES:
Amortization expense	$	57,344		$	57,344		$	172,032		$	172,032
Research and development expenses		696,657			353,198			1,759,769			1,003,124
Selling, general and administrative expenses		2,247,510			288,711			4,519,830			940,762
TOTAL OPERATING EXPENSES		3,001,511			699,253			6,451,631			2,115,918

LOSS FROM OPERATIONS		(3,001,511	)		(699,253	)		(6,451,631	)		(2,115,918	)

OTHER (INCOME) EXPENSE:
Change in fair value of derivative liabilities		—			(366,550	)		(8,279,919	)		(8,125,328	)
Interest expense		—			33,699			559,455			3,532,234
Interest income		(8,643	)		—			(14,408	)		(233	)
TOTAL OTHER (INCOME) EXPENSE, NET		(8,643	)		(332,851	)		(7,734,872	)		(4,593,327	)


NET (LOSS) INCOME	$	(2,992,868	)	$	(366,402	)	$	1,283,241		$	2,477,409

Deemed dividends - Related Party		—			—			53,598,320			17,099,058

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(2,992,868	)	$	(366,402	)	$	(52,315,079	)	$	(14,621,649	)

NET (LOSS) INCOME PER COMMON SHARE
- Basic	$	(0.22	)	$	(0.07	)	$	(4.64	)	$	(3.02	)
- Diluted	$	(0.22	)	$	(0.07	)	$	(4.64	)	$	(3.02	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- Basic		13,919,933			5,199,003			11,269,212			4,839,802
- Diluted		13,919,933			5,199,003			11,269,212			4,839,802


	Nine Months Ended
	March 31, 2021			March 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,283,241		$	2,477,409
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets		172,032			172,032
Stock based compensation		2,340,533			24,846
Common shares issued for interest payment		—			13,487
Common shares issued for service		—			39,200
Interest expense from convertible debenture		537,275			3,516,537
Change in fair value of derivative liabilities		(8,279,919	)		(8,125,328	)
Changes in operating assets and liabilities
Other assets		332,930			(243,030	)
Accounts payable and accrued expenses		169,228			856,639
Net cash used in operating activities		(3,444,680	)		(1,268,208	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		15,628,010			—
Proceeds from exercise of warrants		516,551			—
Payment of convertible debenture - related party		(1,821,818	)		—
Proceeds from loan payable - related party		—			432,000
Proceeds from convertible debenture - related party		436,000			500,000
Net cash provided by financing activities		14,758,743			932,000

Net increase (decrease) in cash		11,314,063			(336,208	)

Cash, beginning of period		37,195			339,923

Cash, end of period	$	11,351,258		$	3,715

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	22,180		$	2,212
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


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

Net loss for the three months ended September 30, 2019		—		—		—		(3,821,227	)		(3,821,227	)

Balance, September 30, 2019		5,183,724		518		19,461,211		(28,182,357	)		(8,720,628	)

Stock option compensation		—		—		11,162		—			11,162

Net income for the three months ended December 31, 2019		—		—		—		6,665,038			6,665,038

Balance, December 31, 2019		5,183,724	$	518	$	19,472,373	$	(21,517,319	)	$	(2,044,428	)

Stock based compensation		—		—		13,684		—			13,684

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

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

Net loss for the three months ended March 31, 2020		—		—		—		(366,402	)		(366,402	)

Balance, March 31, 2020		5,199,346	$	519	$	19,538,743	$	(21,883,721	)	$	(2,344,459	)

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

Net 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		2,210		—		—		—			—

Net income for the three months ended September 30, 2020		—		—		—		7,333,916			7,333,916

Balance, September 30, 2020		13,916,164		1,391		101,896,586		(87,302,302	)		14,595,675

Stock based compensation		—		—		1,536,929		—			1,536,929

Net loss for the three months ended December 31, 2020		—		—		—		(3,057,807	)		(3,057,807	)

Balance, December 31, 2020		13,916,164	$	1,391	$	103,433,515	$	(90,360,109	)	$	13,074,797

Stock based compensation		—		—		803,604		—			803,604

Cashless exercise of warrants		304		—		—		—			—

Proceeds from exercise of warrants		41,324		4		516,547		—			516,551

Net loss for the three months ended March 31, 2021		—		—		—		(2,992,868	)		(2,992,868	)

Balance, March 31, 2021		13,957,792	$	1,395	$	104,753,666	$	(93,352,977	)	$	11,402,084

	March 31, 2021		March 31, 2020
	Number of Shares		Number of Shares
Stock Options		755,200		68,400
Warrants		173,021		1,374,667
Total		928,221		1,443,067

	March 31, 2021			June 30, 2020
Intellectual Property	$	2,293,770		$	2,293,770
Less Accumulated Amortization		(1,140,576	)		(968,544	)
Intellectual Property, Net	$	1,153,194		$	1,325,226


Year ending June 30, 2021 (Remaining three months)	$ 57,344
2022	229,377
2023	229,377
2024	229,377
2025	229,377
2026	178,342
Intellectual Property, Net	$ 1,153,194

	Fair Value Measurements at
	June 30, 2020
	Level 1		Level 2		Level 3		Total

Derivative liability - Warrants	$	—	$	—	$	16,411,504	$	16,411,504
Derivative liability -Conversion option on convertible debenture		—		—		5,000,800		5,000,800
Total derivatives	$	—	$	—	$	21,412,304	$	21,412,304

	Derivative liabilities - Warrants			Derivative liability - Conversion Option on Convertible Debenture

Beginning balance at July 1, 2020	$	16,411,504		$	5,000,800
Additions to level 3 liabilities		—			—
Change in in fair value of level 3 liability		(6,054,121	)		(2,225,798	)
Transfer in and/or out of Level 3		(10,357,383	)		(2,775,002	)
Balance at March 31, 2021	$	—		$	—

	Options			Weighted-Average Exercise Price		Weighted Remaining Average Contractual Term		Aggregate Intrinsic Value
Outstanding at June 30, 2020		60,400		$	11.06		4.2	$	352,600
Granted		698,000			14.63		4.7		954,239
Options Exercised or Forfeited		(3,200	)		4.76		—		—
Outstanding at March 31, 2021		755,200		$	13.85		4.4	$	1,516,511
Exercisable at March 31, 2021		236,500		$	13.85		4.4	$	1,516,511

	March 31, 2021	March 31, 2020
Expected life of options (In years)	5	5
Expected volatility	77.05%	73.74%
Risk free interest rate	0.5%	1.63%
Dividend Yield	0%	0%

Exercise Price		Outstanding		Weighted Average Contract Life		Exercisable
$	2.80		7,200		3.8		7,200
$	3.75		4,800		2.8		4,800
$	6.25		1,600		2.6		1,600
$	7.50		25,600		4.9		25,600
$	8.75		1,600		3.0		1,600
$	9.54		800		4.5		800
$	9.90		800		4.5		800
$	12.50		4,000		1.8		4,000
$	13.91		691,600		4.7		172,900
$	25.00		1,600		1.5		1,600
$	26.25		4,400		1.1		4,400
$	27.50		800		1.0		800
$	28.75		1,600		1.4		1,600
$	31.25		4,000		0.6		4,000
$	42.09		4,800		4.8		4,800

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at June 30, 2020		1,374,667		$	7.72		4.2	$	13,799,331
Granted		293,248		$	6.61		5.0	$	—
Expired		—		$	—		—	$	—
Exercised		(41,644	)	$	12.40		4.0	$	—
Exercised - Acuitas		(1,453,250	)	$	4.00		4.0	$	—
Outstanding and exercisable at March 31, 2020		173,021		$	10.49		3.4	$	2,203,264

Exhibit
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of Chief Financial Officer (Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**		Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial Officer) 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 Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith.

**	Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Signature	Titles	Date

/s/ Cuong V Do ________________ Cuong V Do	Chairman and Chief Executive Officer (Principal Executive Officer)	May 10, 2021
/s/ Joanne Wendy Kim ________________ Joanne Wendy Kim	Chief Financial Officer (Principal Financial and Accounting Officer)	May 10, 2021

SEC Form 10-Q filed by BioVie Inc.