Amended Statement of Beneficial Ownership (sc 13d/a)
June 11 2021 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BIOVIE INC.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of
Securities)
09074F
108
(CUSIP Number of Class
of Securities)
Terren S. Peizer
Acuitas Group Holdings, LLC
2120 Colorado Avenue, #230
Santa Monica, California 90404
310-444-4321
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June
10, 2021
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a Statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. 09074F 207
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Acuitas Group Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
19,529,846
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
19,529,846
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,529,846
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.5%1
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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1
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Based on 22,333,324 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”), which is the sum of (i) 13,972,016 shares of Common Stock issued and outstanding as of May 9, 2021, as disclosed in the Information Statement on Schedule 14C filed by the Company with the SEC on May 20, 2021 (the “Schedule 14C”), and (ii) 8,361,308 shares of Common Stock issued to Acuitas on June 10, 2021 pursuant to the Asset Purchase Agreement, dated as of April 27, 2021, by and among the Company, NeurMedix, Inc., a Delaware corporation that is indirectly wholly owned by Mr. Peizer, and Acuitas (solely for purposes of Section 10.16 thereof) (as amended, the “Purchase Agreement”), as described in more detail in Item 4 below.
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SCHEDULE 13D
CUSIP No. 09074F 207
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Terren S. Peizer
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
19,529,846
|
9
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SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
19,529,846
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,529,846
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.5%2
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14
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TYPE OF REPORTING PERSON (See Instructions)
HC; IN
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2
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Based on 22,333,324 shares of the Issuer’s Common Stock, which is the sum of (i) 13,972,016 shares of Common Stock issued and outstanding as of May 9, 2021, as disclosed in the Schedule 14C, and (ii) 8,361,308 shares of Common Stock issued to Acuitas on June 10, 2021 pursuant to the Purchase Agreement, as described in more detail in Item 4 below.
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Amendment
No. 5 to SCHEDULE 13D
This Amendment No. 5 to Schedule
13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings, LLC, a California
limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer”) (collectively, the “Reporting
Persons”) on July 3, 2018, as amended by Amendment No. 1 filed on September 25, 2019, Amendment No. 2 filed on September 23,
2020, Amendment No. 3 filed on April 27, 2021, and Amendment No. 4 filed on May 10, 2021 (as so amended, the “Original Statement”
and, as amended and supplemented by this Amendment, the “Statement”), relating to the Class A common stock, par value
$0.0001 per share (“Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”).
The address of the Issuer’s principal executive office is 2120 Colorado Avenue, #230, Santa Monica, California 90404.
Except as specifically amended
by this Amendment, items in the Original Statement are unchanged. Capitalized terms used herein that are not defined have the meaning
ascribed to them in the Original Statement.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Statement is
hereby amended and supplemented to include the following information:
“ As described in more detail in Item
4 of this Statement, on June 10, 2021, the Company issued 8,361,308 shares of Common Stock to Acuitas pursuant to the Purchase Agreement
(as defined below).”
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Statement is
hereby amended and supplemented to include the following information:
“ As previously disclosed, on April 27,
2021, Acuitas and NeurMedix, Inc., a Delaware corporation that is indirectly wholly owned by Mr. Peizer (“NeurMedix”),
entered into an Asset Purchase Agreement, dated as of April 27, 2021 (as amended, the “Purchase Agreement”), by and
among the Company, NeurMedix and Acuitas (solely for purposes of Section 10.16 thereof), pursuant to which the Company agreed to acquire
certain assets from NeurMedix and assume certain liabilities of NeurMedix.
The Closing under the
Purchase Agreement took place on June 10, 2021. In connection with the Closing, NeurMedix assigned the rights to receive the Initial
Cash Payment and the Initial Stock Consideration (each, as defined in the Purchase Agreement) under the Purchase Agreement to
Acuitas pursuant to a letter agreement, dated as of June 10, 2021, between NeurMedix and the Company, which is attached hereto as Exhibit
10.4. At the Closing, pursuant to the terms of the Purchase Agreement and such letter agreement, the Company issued 8,361,308 shares
of Common Stock to Acuitas, as assignee to NeurMedix.”
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Items 5(a) and (b) of the
Statement are hereby amended and restated as follows:
“(a) The approximate
aggregate percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons, as reported herein, is based on 22,333,324
shares of Common Stock of the Company, which is the sum of (i) 13,972,016 shares of Common Stock issued and outstanding as of May 9, 2021,
as disclosed in the Information Statement on Schedule 14C filed by the Company with the SEC on May 20, 2021, and (ii) 8,361,308 shares
of Common Stock issued to Acuitas on June 10, 2021 pursuant to the Purchase Agreement, as described in more detail in Item 4 of this Statement.
(b) The
Reporting Persons beneficially own an aggregate of 19,529,846 shares of Common Stock, representing in the aggregate approximately 87.5%
of the total issued and outstanding shares of Common Stock of the Company. The Reporting Persons have the shared power to vote or direct
to vote, and the shared power to dispose of or direct the disposition of, such shares of Common Stock. Although Mr. Peizer does not directly
own any of the Company’s securities, he may be deemed a beneficial owner of the securities owned by Acuitas pursuant to Rule 13d-3
of the Securities Exchange Act of 1934, as amended.”
Item
5(c) of the Statement is hereby supplemented with the following:
“Except as described
in this Statement, the Reporting Persons had no transactions in the Common Stock of the Company in the past sixty (60) days.”
ITEM 6.
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Contracts, Arrangements, Understandings or relationships with respect to securities of the issuer
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Item 6 of the Statement is
hereby amended and supplemented to include the following information:
“As described in
Item 4 of this Statement, on June 10, 2021, NeurMedix assigned the rights to receive the Initial Cash Payment and the Initial Stock
Consideration under the Purchase Agreement to Acuitas pursuant to a letter agreement, dated as of June 10, 2021, between NeurMedix
and the Company, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
In connection with the Closing
under the Purchase Agreement, on June 10, 2021, Acuitas and the Company entered into a Registration Rights Agreement (the “Registration
Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, the Company has agreed to file, within
thirty (30) days following the receipt of a notice from Acuitas, a registration statement under the Securities Act of 1933 providing for
the resale of the shares of Common Stock issued or issuable pursuant to the Purchase Agreement.
The foregoing summary of the
Registration Rights Agreement is qualified in its entirety by reference to the complete copy of the Registration Rights Agreement attached
hereto as Exhibit 10.5 and incorporated herein by reference.”
ITEM 7.
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materials to be filed as exhibits
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Item 7 of the Statement is
hereby amended and supplemented to include the following information:
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 11, 2021
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ACUITAS GROUP HOLDINGS, LLC
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Chairman
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/s/ Terren S. Peizer
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Terren S. Peizer
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