Current Report Filing (8-k)
June 11 2021 - 9:01AM
Edgar (US Regulatory)
0001580149
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0001580149
2021-06-10
2021-06-10
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 10, 2021
BioVie Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-39015
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46-2510769
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2120 Colorado Avenue, Suite 230
Santa Monica, California
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90404
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(Address
of principal executive offices)
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(Zip
Code)
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(310)
444-4300
(Registrants Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class:
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Trading
Symbol(s):
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Name
of Each Exchange on Which Registered:
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Class A Common Stock, par value
$0.0001 per share
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BIVI
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The
NASDAQ Stock Market, LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company o
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. o
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 NeurMedixs assignee) 8,361,308 shares of the Companys common
stock and made a cash payment of approximately $2.3 million, representing NeurMedixs 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 Alzheimers 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 BioVies 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 BioVies 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 Companys 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 Companys 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
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Description
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2.1
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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 Companys Current Report on Form 8-K filed on April 27, 2021)*
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2.2
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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 Companys Current Report on Form 8-K filed on May 10, 2021)
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10.1
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Registration Rights Agreement, dated June 10, 2021, by and between the Company and Acuitas Group Holdings, LLC
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99.1
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Press release dated June 11, 2021
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*
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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.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 11, 2021
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BIOVIE
INC.
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By:
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/s/ Joanne
Wendy Kim
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Name:
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Joanne
Wendy Kim
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Title:
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Chief
Financial Officer
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