This Notice and
the accompanying Information Statement are being furnished to the stockholders of BioVie Inc., a Nevada corporation (the “Company”),
in connection with action taken by the holders of a majority of the issued and outstanding voting securities of the Company, approving,
by written consent dated April 30, 2019, the following items:
The actions to be
taken pursuant Item 1 above shall be taken at such future date as determined by the Board of Directors, but in no event earlier
than the 20
th
day after this Information Statement is mailed or furnished to the stockholders of record as of April
30, 2019 and the effectiveness of the approval of the 2019 Plan by the Board and our stockholders holding a majority of the issued
and outstanding voting securities of the Company shall automatically take effect on the 20
th
day after this Information
Statement is mailed or furnished to the stockholders of record as of April 30, 2019.
Your vote or consent
is not requested or required to approve these matters. The accompanying Information Statement is provided solely for your information.
INFORMATION STATEMENT
OF
BIOVIE INC.
11601 Wilshire Boulevard, Suite 1100,
Los Angeles, California 90025
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE
ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF
THE COMPANY'S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION
STATEMENT
WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
BioVie Inc., a Nevada corporation (the “Company”)
is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable Nevada law. No additional action will
be undertaken by the Company with respect to the receipt of written consents, and no dissenters' rights with respect to the receipt
of the written consents, and no dissenters' rights under applicable Nevada law are afforded to the Company's stockholders as a
result of the adoption of these resolutions.
On April 30, 2019, our Board of Directors approved
a resolution seeking stockholder approval regarding (i) the authorization of the Company’s Board of Directors (the “Board”
or the “Board of Directors”) to effect a reverse stock split of the Company’s Class A common stock, par value
$0.0001 per share (the “Common Stock”), in connection with a potential listing on a national stock exchange in a ratio
to be determined by the Board based on market conditions and the Company’s trading price at the time of such reverse split
in the range of 1:50 to 1:200, whereby every 50-200 (such number of shares, the “Split Denominator”) shares of the
authorized, issued and outstanding Common Stock shall be combined into one (1) share of authorized, issued and outstanding Common
Stock (the “Reverse Stock Split”); and (ii) the adoption of the 2019 Omnibus Equity Incentive Plan (the “2019
Plan”). On the same day, the holders of a majority of the Company’s outstanding Common Stock consented to the same.
Our Board of Directors did so because they determined that it is in our best interest to effectuate a reverse stock split of our
issued and outstanding shares to provide flexibility in future corporate development and may increase the per share market price
of our common stock which may provide a more favorable trading market for the shares and following any such listing, each grant
of equity awards to our executive officers and board members will require separate shareholder approval unless issued pursuant
to a shareholder approved plan, such as the 2019 Plan.
Interests of Certain Persons in Matters Acted
Upon
Our officers, directors and employees will be
eligible to receive awards under the 2019 Plan, and consequently our officers and directors may be deemed to have an interest in
the approval of the 2019 Plan. Other than as described above, and except in their capacity as stockholders (which interest does
not differ from that of the other holders of Company’s Common Stock), none of our officers, directors, or any of their respective
affiliates or associates has any interest in the matters being acted upon.
ACTION NO. 1
AUTHORIZATION OF THE REVERSE STOCK SPLIT
Principal Effects of the Reverse Stock Split
If the Company implements the Reverse
Stock Split, we will amend our Articles of Incorporation by filing a Certificate of Amendment to Articles of Incorporation (the
“Amendment”) in substantially the form of Appendix C (the “Certificate”) with the Nevada Secretary of State,
which will result in the number of shares of the Common Stock held by each stockholder would be reduced to a number of shares determined
by dividing the number of shares held immediately before the Reverse Stock Split by the Split Denominator, and then rounding up
to the nearest whole share. The Reverse Stock Split would not affect any stockholder’s percentage ownership interests in
the Company or proportionate voting power, except to the extent that interests in fractional shares would be rounded up to the
nearest whole share. Pursuant to the Nevada Revised Statutes (“NRS”), the Reverse Stock Split only impacts outstanding
shares and not authorized shares unless a certificate of amendment decreasing the authorized shares is filed in connection therewith.
Corporate Matters
. The Reverse
Stock Split would have the following effects on the number of shares of Common Stock outstanding:
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in a one-for-50 reverse stock split, every 50 shares owned by a stockholder would be exchanged for one share; and the
number of shares of our Common Stock issued and outstanding will be reduced from 316,453,673 shares to 6,329,074 shares
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in a one-for-100 reverse stock split, every 100 shares owned by a stockholder would be exchanged for one share; and the number
of shares of our Common Stock issued and outstanding will be reduced from 316,453,673 shares to 3,164,537 shares
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in a one-for-200 reverse stock split, every 200 shares owned by a stockholder would be exchanged for one share; and the
number of shares of our Common Stock issued and outstanding will be reduced from 316,453,673 shares to 1,582,269 shares
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subject, in each case, to the effects of rounding.
The Reverse Stock Split will be effected
simultaneously for all of our outstanding Common Stock and the exchange ratio of the Reverse Stock Split and Split Denominator
will be the same for all of our outstanding Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly
and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse
Stock Split results in any of our stockholders owning a fractional share. As described below, stockholders and holders of options
holding fractional shares will have their shares rounded up to the nearest whole number. Common Stock issued pursuant to the Reverse
Stock Split will remain fully paid and non-assessable. We will continue to be subject to the periodic reporting requirements of
the Exchange Act.
Effect on Market Price of our Common
Stock
. The immediate effect of the Reverse Stock Split would be to reduce the number of shares of the outstanding Common Stock
and to possibly increase the trading price of such Common Stock. However, the effect of any effected Reverse Stock Split upon the
market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances
sometimes improves stock performance, but in many cases does not. There can be no assurance that the trading price of the Common
Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of the Common Stock outstanding
as a result of the Reverse Stock Split or remain at an increased level for any period. The trading price of the Common Stock may
change due to a variety of other factors, including clinical trial results, other factors related to business and general market
conditions.
Dilution.
You may also experience
future potential substantial dilution of your percentage of ownership of the equity in the Company as a result of this Reverse
Stock Split. While the Reverse Stock Split itself does not result in dilution (except with respect to the round up of fractional
shares as discussed below), it makes available a substantial number of shares for future transactions by the Company, the consummation
of which could result in substantial dilution.
Fractional Shares
. No scrip or
fractional share certificates will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of shares not evenly divisible by the exchange ratio of the Reverse Stock
Split, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares of shares rounded up
to the nearest whole number and, accordingly, no money will be paid for a fractional share.
Options and Warrants
. Holders
of options and warrants to purchase shares of Common Stock, who upon exercise of their options or warrants would otherwise be entitled
to receive fractional shares, because they hold options or warrants which upon exercise would result in a number of shares of Common
Stock not evenly divisible by the exchange ratio of the Reverse Stock Split, will receive a number of shares of Common Stock rounded
up to the nearest whole number.
Authorized Shares
. The Company
is currently authorized to issue 800,000,000 shares of Common Stock. Upon effectiveness of the Reverse Stock Split, the number
of authorized shares of Common Stock would remain 800,000,000, although the number of shares of Common Stock issued and outstanding
will decrease. The issuance in the future of additional shares of the our Common Stock may have the effect of diluting the earnings
per share and book value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our
Common Stock. Authorized but unissued shares will be available for issuance, and we may issue such shares in future financings
or otherwise. If we issue additional shares, the ownership interest of holders of our Common Stock would be diluted.
The additional shares of Common Stock
that would become available for issuance if the Reverse Stock Split is implemented could also be used by the Company’s management
to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions
that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares
over then-current market prices or benefit in some other manner. The Board has no plans to use any of the additional shares of
Common Stock that would become available following the approval of the Reverse Stock Split, if any, for any such purposes.
Accounting Matters
. The par value
per share of the Common Stock would remain unchanged after the Reverse Stock Split. As a result, on the effective date of the Reverse
Stock Split, the stated capital on the balance sheet attributable to the Common Stock will be reduced proportionally, based on
the exchange ratio of the Reverse Stock Split, from its present amount, and the additional paid-in capital account will be credited
with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be
increased because there will be fewer shares of the Common Stock outstanding. The Company does not anticipate that any other accounting
consequences would arise as a result of the Reverse Stock Split.
Other Effects on Outstanding Shares
.
If the Reverse Stock Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would remain
the same after the Reverse Stock Split. Each share of Common Stock issued pursuant to the Reverse Stock Split would be fully paid
and non-assessable. The Reverse Stock Split would result in some stockholders owning “odd-lots” of less than 100 shares
of the Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions
in “round-lots” of even multiples of 100 shares.
No Appraisal Rights
. Under the
NRS, stockholders are not entitled to appraisal rights with respect to the proposed change in the Amendment to effect the Reverse
Stock Split.
United States Federal Income Tax Consequences
of the Reverse Stock Split
. The following is a summary of certain material U.S. federal income tax consequences of the Reverse
Stock Split to a stockholder (hereinafter a “U.S. stockholder”) that is a “United States person,” as defined
in the Internal Revenue Code of 1986, as amended (the “Code”). It does not purport to be a complete discussion of all
of the possible U.S. federal income tax consequences of the Reverse Stock Split and is included for general information only. Further,
it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences
to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal
holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. In addition, the discussion
does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our shares through such
entities. The discussion below is based on the provisions of the U.S. federal income tax law as of the date hereof, which is subject
to change retroactively as well as prospectively. This summary also assumes that the shares held by the stockholder prior to the
Reverse Stock Split (“Old Shares”) were, and the shares owned by the stockholders immediately after the Reverse Stock
Split (“New Shares”) will be, owned as “capital assets,” as defined in the Code (generally, property held
for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder.
The discussion below regarding the U.S. federal income tax consequences of the Reverse Stock Split is not binding on the Internal
Revenue Service or the courts. Accordingly, each stockholder is urged to consult with his or her own tax advisor with respect to
the tax consequences of the Reverse Stock Split.
No gain or loss should be recognized
by a U.S. stockholder upon such stockholder’s exchange (or deemed exchange) of Old Shares for New Shares pursuant to the
Reverse Stock Split. The aggregate tax basis (and the holding period) of the New Shares received in the Reverse Stock Split should
be the same as such stockholder’s aggregate tax basis (and holding period) in the Old Shares being exchanged. Special tax
basis and holding period rules may apply to holders that acquired different blocks of stock at different prices or at different
times. Holders should consult their own tax advisors as to the applicability of these special rules to their particular circumstances.
Potential Anti-Takeover Effect Of
Certain Provisions
. Tender offers or other non-open market acquisitions of stock are usually made at prices above the prevailing
market price. In addition, acquisitions of stock by persons attempting to acquire control through market purchases may cause the
market price of the stock to reach levels which are higher than would otherwise be the case. By increasing the number of shares
available to authorize and issue, the Company has caused a potential anti-takeover effect by creating potential dilution to the
number of outstanding shares. Such dilution will cause a party attempting a takeover to be required to buy more shares of the Company
stock and to expend additional resources to accomplish such a measure.
Procedure for Effecting a Reverse Stock Split and Exchange
of Stock Certificates
The Reverse Stock Split will become effective
at such future date as determined by the Board, as evidenced by the filing of the Certificate with the Secretary of State of the
State of Nevada (which we refer to as the “Effective Time”), but in no event earlier than the 20
th
calendar
day after this Information Statement is mailed or furnished to the stockholders of record as of April 30, 2019. Moreover, although
the Reverse Stock Split has been approved by the requisite number of stockholders, the Board reserves the right, in its discretion,
to abandon the Reverse Stock Split prior to the proposed effective date if it determines that abandoning the Reverse Stock Split
is in the best interests of the Company. No further action on the part of stockholders would be required to either effect or abandon
the Reverse Stock Split.
The text of the Certificate is subject
to modification to include such changes as may be required by the NRS and as the Board deems necessary and advisable to effect
the Reverse Stock Split. If the Board elects to implement the Reverse Stock Split, the number of issued and outstanding shares
of the Common Stock would be reduced in accordance with the Exchange Ratio of the Reverse Stock Split. The number of authorized
shares of the Common Stock would remain unchanged.
As soon as practicable after the Effective
Time, stockholders will be notified that the Reverse Stock Split has been effected. As of the Effective Time of the Reverse Stock
Split, each certificate representing shares of the Common Stock before the Reverse Stock Split would be deemed, for all corporate
purposes, to evidence ownership of the reduced number of shares of the Common Stock resulting from the Reverse Stock Split, except
that holders of un-exchanged shares would not be entitled to receive any dividends or other distributions payable by us after the
Effective Time until they surrender their old stock certificates for exchange. All shares, underlying options and other securities
would also be automatically adjusted at the Effective Time.
If the Company elects to exchange stock
certificates, the Company expects that its transfer agent, West Coast Stock Transfer, Inc., will act as exchange agent for purposes
of implementing the exchange of stock certificates. In such event, as soon as practicable after the Effective Time, stockholders
of record would receive a letter of transmittal requesting them to surrender their stock certificates for stock certificates reflecting
the adjusted number of shares as a result of the Reverse Stock Split. Persons who hold their shares in brokerage accounts or “street
name” would not be required to take any further actions to effect the exchange of their certificates. No new certificates
would be issued to a stockholder until such stockholder has surrendered the outstanding certificate(s) together with the properly
completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing shares before
the Reverse Stock Split would continue to be valid and would represent the adjusted number of shares based on the exchange ratio
of the Reverse Stock Split, rounded up to the nearest whole share.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
ACTION NO. 2
ADOPTION OF THE COMPANY’S
2019 OMNIBUS EQUITY INCENTIVE PLAN
General
The following summary of the 2019 Plan is qualified
in its entirety by reference to the complete text of the 2019 Plan, a copy of which is attached to this Information Statement as
Appendix
D
. Capitalized terms used and not otherwise defined in this section discussing the adoption of the 2019 Plan shall have the
meanings given to them in the 2019 Plan.
Our Board of Directors has adopted and approved
the 2019 Plan, subject to the effectiveness of stockholder approval. The 2019 Plan will become effective on 20th day after this
Information Statement is mailed or furnished to the stockholders of record as of April 30, 2019 and is a comprehensive incentive
compensation plan under which we can grant equity-based and other incentive awards to officers, employees and directors of, and
consultants and advisers to, the Company. The purpose of the 2019 Plan is to help us attract, motivate and retain such persons
and thereby enhance shareholder value.
Administration
.
Upon effectiveness, the 2019 Plan will be administered
by a Committee of the Board of Directors (the “Plan Committee”) consisting of persons who will each be (i) “non-employee
directors” within the meaning of Rule 16b-3 of the Exchange Act, or Non-Employee Directors, and (ii) “independent”
for purposes of any applicable listing requirements; provided, however, that the Board of Directors or the Plan Committee may delegate
to a committee of one or more members of the Board of Directors who are not Non-Employee Directors, the authority to grant awards
to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Plan Committee
is eligible to receive an award under the 2019 Plan, such Plan Committee member shall have no authority hereunder with respect
to his or her own award. Among other things, the Plan Committee has complete discretion, subject to the terms of the 2019 Plan,
to determine the employees, non-employee directors and non-employee consultants to be granted awards under the 2019 Plan, the type
of awards to be granted, the number of shares subject to each award, the exercise price under each option and the base price for
each stock appreciation right (“SAR”), the term of each award, the vesting schedule for an award, whether to accelerate
vesting, the value of the shares underlying the award, and the required withholdings, if any. The Plan Committee is also authorized
to construe the award agreements, and may prescribe rules relating to the 2019 Plan.
Grant of Awards; Shares Available for Awards
.
The 2019 Plan provides for the grant of awards
which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted stock,
restricted stock, restricted stock units, performance stock, performance units, SARs, tandem stock appreciation rights or any combination
of the foregoing, to key management employees, non-employee directors, and non-employee consultants of the Company or any of its
subsidiaries (each a “participant”) (however, solely Company employees are eligible for incentive stock option awards).
We have reserved a total of 31,645,367 shares for issuance as or under awards to be made under the 2019 Plan. To the extent that
an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its
holder terminate, any shares subject to such award shall again be available for the grant of a new award. The 2019 Plan shall continue
in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors
(except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the 2019 Plan at any time
with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2019 Plan’s termination
shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award
previously granted. The number of shares for which awards which are options or SARs may be granted to a participant under the 2019
Plan during any calendar year is limited to 2,000,000.
Future new hires, non-employee directors and
additional non-employee consultants are eligible to participate in the 2019 Plan as well. The number of awards to be granted to
officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant of awards
is dependent upon various factors such as hiring requirements and job performance.
Options
.
The term of each stock option shall be as specified
in the option agreement; provided, however, that except for stock options which are ISOs, granted to an employee who owns or is
deemed to own (by reason of the attribution rules applicable under Code Section 424(d)) more than 10% of the total combined voting
power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in
Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code (a “ten percent shareholder”), no option
shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5) years for an employee who is a
ten percent shareholder).
The price at which a share may be purchased
upon exercise of a stock option shall be determined by the Plan Committee; provided, however, that such option price (i) shall
not be less than the fair market value of a share on the date such stock option is granted, and (ii) shall be subject to adjustment
as provided in the 2019 Plan. The Plan Committee or the Board of Directors shall determine the time or times at which, or the circumstances
under which, a stock option may be exercised in whole or in part, the time or times at which options shall cease to be or become
exercisable following termination of the stock option holder’s employment or upon other conditions, the methods by which
such exercise price may be paid or deemed to be paid, the form of such payment, and the methods by or forms in which shares will
be delivered or deemed to be delivered to participants who exercise stock options.
Options which are ISOs shall comply in all respects
with Section 422 of the Code. In the case of an ISO granted to a ten percent shareholder, the per share exercise price under such
ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the fair market value of a share on
the date such ISO is granted. ISOs may only be granted to employees of the Company. In addition, the aggregate fair market value
of the shares subject to an ISO (determined at the time of grant) which are exercisable for the first time by an employee during
any calendar year under all plans of the Company which provide for the grant of ISOs may not exceed $100,000. Any Option which
specifies that it is not intended to qualify as an ISO or any Option that fails to meet the ISO requirements at any point in time
will automatically be treated as a NQSO under the terms of the 2019 Plan.
Unrestricted Stock Awards
.
Pursuant to the terms of the applicable unrestricted
stock award agreement, an unrestricted stock award is the award or sale of shares to employees, non-employee directors or non-employee
consultants, which are not subject to transfer restrictions in consideration for past services rendered to the Company or for other
valid consideration.
Restricted Stock Awards
.
A restricted stock award is a grant or sale
of shares of Common Stock to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions,
if any, as the Plan Committee or the Board of Directors may impose, which restrictions may lapse separately or in combination at
such times, under such circumstances (including based on achievement of performance goals and/or future service requirements),
in such installments or otherwise, as the Plan Committee or the Board of Directors may determine at the date of grant or purchase
or thereafter. If provided for under the restricted stock award agreement, a participant who is granted or has purchased restricted
stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive
dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Plan Committee or the Board of Directors
or in the award agreement). During the restricted period applicable to the restricted stock, subject to certain exceptions, the
restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.
Restricted Stock Unit Awards
.
A restricted stock unit award provides for a
grant of shares of Common Stock or a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related
vesting requirements, based on the number of units awarded to the holder. The Plan Committee shall set forth in the applicable
restricted stock unit award agreement the individual service-based vesting requirements which the holder would be required to satisfy
before the holder would become entitled to payment and the number of units awarded to the holder. At the time of such award, the
Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a restricted
stock unit shall be entitled to receive a cash payment equal to the fair market value of a share, as determined in the sole discretion
of the 2019 Plan Committee and as set forth in the restricted stock unit award agreement, for each restricted stock unit subject
to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements. Such payment
or distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end
of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured to comply with Code Section
409A.
Performance Stock Awards
.
A performance stock award provides for the distribution
of shares (or cash equal to the fair market value of shares) to the holder upon the satisfaction of predetermined individual and/or
Company goals or objectives. The Plan Committee shall set forth in the applicable performance stock award agreement the performance
goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or Company would
be required to satisfy before the holder would become entitled to the receipt of shares (or cash equal to the fair market value
of shares) pursuant to such holder’s performance stock award and the number of shares of shares subject to such performance
stock award. The vesting restrictions under any performance stock award shall constitute a “substantial risk of forfeiture”
under Section 409A of the Code and, if such goals and objectives are achieved, the distribution of such shares shall be made no
later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of our fiscal year to which such
goals and objectives relate, unless otherwise structured to comply with Code Section 409A. At the time of such award, the Plan
Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance stock
award shall have no rights as a shareholder until such time, if any, as the holder actually receives shares pursuant to the performance
stock award.
Performance Unit Awards
.
A performance unit award provides for a cash
payment to be made to the holder upon the satisfaction of predetermined individual and/or Company (or affiliate) performance goals
or objectives based on selected performance criteria, based on the number of units awarded to the holder. The Plan Committee shall
set forth in the applicable performance unit award agreement the performance goals and objectives (and the period of time to which
such goals and objectives shall apply) which the holder and/or Company would be required to satisfy before the holder would become
entitled to payment, the number of units awarded to the holder and the dollar value assigned to each such unit. At the time of
such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder
of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable
performance unit award agreement if the holder and/or the Company satisfies (or partially satisfies, if applicable under the applicable
performance unit award agreement) the performance goals and objectives set forth in such performance unit award agreement. If achieved,
such payment shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of
the Company’s fiscal year to which such performance goals and objectives relate, unless otherwise structured to comply with
Code Section 409A.
Stock Appreciation Rights
.
A SAR provides the participant to whom it is
granted the right to receive, upon its exercise, cash or shares of Common Stock equal to the excess of (A) the fair market value
of the number of shares subject to the SAR on the date of exercise, over (B) the product of the number of shares subject to the
SAR multiplied by the base value for the SAR, as determined by the Plan Committee or the Board of Directors. The Plan Committee
shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base value for the SAR
(which shall not be less than the fair market value of a share on the date of grant), the number of shares subject to the SAR and
the period during which the SAR may be exercised and any other special rules and/or requirements which the Plan Committee imposes
on the SAR. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant. A tandem SAR is a SAR granted
in connection with a related option, the exercise of some or all of which results in termination of the entitlement to purchase
some or all of the shares under the related option. If the Plan Committee grants a SAR which is intended to be a tandem SAR, the
tandem SAR shall be granted at the same time as the related option and additional restrictions apply.
Recapitalization or Reorganization
.
Subject to certain restrictions, the 2019 Plan
provides for the adjustment of shares underlying awards previously granted if, and whenever, prior to the expiration or distribution
to the holder of shares underlying an award theretofore granted, the Company shall effect a subdivision or consolidation of our
Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company. If the Company
recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously
granted award, the holder shall be entitled to receive (or entitled to purchase, if applicable) under such award, in lieu of the
number of shares then covered by such award, the number and class of shares and securities to which the holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the holder had been the
holder of record of the number of shares then covered by such award. The 2019 Plan also provides for the adjustment of shares underlying
awards previously granted in the event of changes to the outstanding shares by reason of an extraordinary cash dividend, reorganization,
merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the
date of the grant of any award, subject to certain restrictions.
Amendment and Termination
.
The 2019 Plan shall continue in effect, unless
sooner terminated pursuant to its terms, until the tenth (10th) anniversary of the date on which it became effective (except as
to awards outstanding on that date). The Board of Directors may terminate the 2019 Plan at any time with respect to any shares
for which awards have not theretofore been granted; provided, however, that the 2019 Plan’s termination shall not materially
and adversely impair the rights of a holder with respect to any award theretofore granted without the consent of the holder. The
Board of Directors shall have the right to alter or amend the 2019 Plan or any part thereof from time to time; provided, however,
that without the approval by a majority of the votes cast at a meeting of our shareholders at which a quorum representing a majority
of our shares entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification
of the 2019 Plan may (i) materially increase the benefits accruing to holders, (ii) except as otherwise expressly provided in the
2019 Plan, materially increase the number of shares subject to the 2019 Plan or the individual award agreements, (iii) materially
modify the requirements for participation, or (iv) amend, modify or suspend certain re-pricing prohibitions or amendment and termination
provisions as specified therein. In addition, no change in any award theretofore granted may be made which would materially and
adversely impair the rights of a holder with respect to such award without the consent of the holder (unless such change is required
to cause the 2019 Plan and/or award to be exempt from or comply with Section 409A of the Code).
As of the effective date of the 2019 Plan, no
awards will have been granted under the 2019 Plan.
Certain U.S. Federal Income Tax Consequences
of the 2019 Plan
The following is a general summary of certain
U.S. federal income tax consequences under current tax law to the Company (to the extent it is subject to U.S. federal income taxation
on its net income) and to participants in the 2019 Plan who are individual citizens or residents of the United States for federal
income tax purposes (“U.S. Participants”) of stock options which are ISOs, or stock options which are NQSOs, unrestricted
stock, restricted stock, restricted stock units, performance stock, performance units and SARs. This summary does not purport to
cover all of the special rules that may apply, including special rules relating to limitations on our ability to deduct certain
compensation, special rules relating to deferred compensation, golden parachutes, U.S. Participants subject to Section 16(b) of
the Exchange Act or the exercise of a stock option with previously-acquired Common Stock. This summary assumes that U.S. Participants
will hold their Common Stock as capital assets within the meaning of Section 1221 of the Code . In addition, this summary does
not address the foreign, state or local or other tax consequences, or any U.S. federal non-income tax consequences, inherent in
the acquisition, ownership, vesting, exercise, termination or disposition of an award under the 2019 Plan, or shares issued pursuant
thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an award under
the 2019 Plan or shares issued thereunder pursuant to the 2019 Plan.
A U.S. Participant generally does not recognize
taxable income upon the grant of a NQSO if structured to be exempt from or comply with Code Section 409A. Upon the exercise of
a NQSO, the U.S. Participant generally recognizes ordinary compensation income in an amount equal to the excess, if any, of the
fair market value of the shares acquired on the date of exercise over the exercise price thereof, and the Company generally will
be entitled to a deduction for such amount at that time. If the U.S. Participant later sells shares acquired pursuant to the exercise
of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on the period for which the
shares were held. A long-term capital gain is generally subject to more favorable tax treatment than ordinary income or a short-term
capital gain. The deductibility of capital losses is subject to certain limitations.
A U.S. Participant generally does not recognize
taxable income upon the grant or, except for purposes of the U.S. alternative minimum tax (“AMT”) the exercise, of
an ISO. For purposes of the AMT, which is payable to the extent it exceeds the U.S. Participant’s regular income tax, upon
the exercise of an ISO, the excess of the fair market value of the shares subject to the ISO over the exercise price is a preference
item for AMT purposes. If the U.S. Participant disposes of the shares acquired pursuant to the exercise of an ISO more than two
years after the date of grant and more than one year after the transfer of the shares to the U.S. Participant, the U.S. Participant
generally recognizes a long-term capital gain or loss, and the Company will not be entitled to a deduction. However, if the U.S.
Participant disposes of such shares prior to the end of either of the required holding periods, the U.S. Participant will have
ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise (or,
if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares, and the Company generally
will be entitled to deduct such amount.
A U.S. Participant generally does not recognize
income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to
the increase in the value of the underlying shares, and the Company generally will be entitled to a deduction for such amount.
A U.S. Participant generally does not recognize
income on the receipt of a performance stock award, performance unit award, restricted stock unit award or unrestricted stock award
until a cash payment or a distribution of shares is received thereunder. At such time, the U.S. Participant recognizes ordinary
compensation income equal to the excess, if any, of the fair market value of the shares or the amount of cash received over any
amount paid therefor, and the Company generally will be entitled to deduct such amount at such time.
A U.S. Participant who receives a restricted
stock award generally recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such shares
at the time the restriction lapses over any amount paid for the shares. Alternatively, the U.S. Participant may make an election
under Section 83(b) of the Code to be taxed on the fair market value of such shares at the time of grant. The Company generally
will be entitled to a deduction at the same time and in the same amount as the income that is required to be included by the U.S.
Participant.
Principal
Stockholders
Based solely upon
information made available to us, the following table sets forth information as of April 30, 2019 regarding the beneficial
ownership of our common stock by:
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●
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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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●
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each of our named executive officers and directors; and
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●
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all our executive officers and directors as a group.
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The percentage ownership
information shown in the table is based upon 316,453,673 shares of common stock outstanding as of April 30, 2019.
Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except
as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares
of our capital shown as beneficially owned, subject to applicable community property laws.
In computing the number
and percentage of shares beneficially owned by a person as of a particular date, shares that may be acquired by such person (for
example, upon the exercise of options or warrants) within 60 days of such date are counted as outstanding, while these shares
are not counted as outstanding for computing the percentage ownership of any other person.
The address of each holder
listed below, except as otherwise indicated, is c/o BioVie Inc., 11601 Wilshire Boulevard, Suite 1100, Los Angeles, California
90025.
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Name and Address of Beneficial Owner
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Number of Common Shares of Beneficial Ownership (1)
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Percentage of Beneficial Ownership
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Terren Peizer(2)
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401,033,333
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77.5
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%
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Jonathan Adams(3)
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11,829,429
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3.7
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%
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Joanne Wendy Kim(4)
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100,000
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*
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Patrick Yeramian, MD(4)
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300,000
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*
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Penolope Markham, PhD(5)
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1,636,410
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*
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Cuong Do(6)
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21,037,888
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6.5
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%
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James Lang(7)
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5,578,788
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1.8
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%
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Hari Kumar(8)
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940,909
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*
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Michael Sherman(9)
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4,285,472
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3.90
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%
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Mina Sooch(10)
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1,070,455
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*
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All Directors and executive officers as a group (ten persons):
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447,764,957
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83.6
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%
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_________________________________
*Less than 1%
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(1)
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Beneficial ownership is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise
of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information
in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant, however
none of the persons listed hereinabove has the right to acquire beneficial ownership in any other shares of the Company. Subject
to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment
power with respect to all shares of common stock owned by such person.
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(2)
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Includes warrants to purchase 200,833,333 shares of common stock which are exercisable in the next
60 days. All shares and warrants are held of record by Acuitas Group Holdings, LLC, a limited liability company 100% owned by Terren
S. Peizer, and as to which, Mr. Peizer may be deemed to beneficially own or control. Mr. Peizer disclaims beneficial ownership
of any such securities.
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(3)
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Includes warrants to purchase 1,022,727 shares of common stock and options to purchase 3,000,000
shares of common stock, all of which are exercisable within the next 60 days. Common stock beneficially owned by Mr. Adams includes
140,000 and 150,000 shares of common stock held of record by Mr. Adams, as custodian for Elliott P. Adams and Jeremy P. Adams,
respectively; and 365,454 shares of common stock held of record by Elliott P. Adams. Each of Elliott P. Adams and Jeremy P. Adams
are family members of Mr. Adams and, as a result, Mr. Adams may be deemed to beneficially own shares held by (or for the benefit
of) such family members.
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(4)
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Represents options to purchase shares of common stock exercisable in the next 60 days.
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(5)
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Includes options to purchase 300,000 shares of common stock exercisable in the next 60 days.
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(6)
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Includes warrants to purchase 8,833,267 shares of common stock and options to purchase 300,000
shares of common stock, all of which are exercisable within the next 60 days. All shares of common stock, warrants and options
are held of record by Do & Rickles Investments, LLC, a limited liability company 100% owned by Cuong Do and his wife, and as
such, Mr. Do may be deemed to beneficially own or control.
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(7)
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Includes warrants to purchase 2,348,485 shares of common stock and options to purchase 300,000
shares of common stock, all of which are exercisable in the next 60 days.
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(8)
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Includes warrants to purchase 113,636 shares of common stock and options to purchase 100,000 shares
of common stock , which are exercisable within the next 60 days
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(9)
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Includes warrants to purchase 1,700,690 shares of common stock and options to purchase 200,000
shares of common stock, all of which are exercisable within the next 60 days. Common stock held by Michael Sherman includes 1,666,600
shares of the common stock held of record by Sherman Children's Trust Brian Krisber, Trustee. All shares of common stock, warrants
and options are deemed to be beneficially owned or controlled by Michael Sherman.
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(10)
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Includes warrants to purchase 56,819 shares of common stock and options to purchase 200,000 shares
of common stock, all of which are exercisable in the next 60 days.
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VOTE OBTAINED — NEVADA
LAW
Section 78.390 of the NRS
provides that every amendment to the Company’s Articles of Incorporation shall first be adopted by the resolution of the
Board of Directors and then be subject to the approval of the holders of at least a majority of the shares of voting stock entitled
to vote on any such amendment. Section 78.320 of the NRS provides that, unless otherwise provided in the Company’s Articles
of Incorporation or bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without
a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the
voting power. Neither the Company’s Articles of Incorporation nor its By-Laws prohibit the taking of action by its stockholders
by written consent. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors
voted to utilize this provision under Nevada law and obtained the written consent of the holders of a majority in interest of our
Common Stock. As of April 30, 2019 there were 316,453,673 shares of Common Stock of the Company issued and outstanding. Each holder
of Common Stock is entitled to one vote for each share held by such holder.
On April 30, 2019, stockholders holding
in the aggregate 226,719,590 shares of Common Stock or approximately 72% of the Common Stock outstanding on such date, approved
the Reverse Stock Split and the 2019 Plan. Section 78.320 of the NRS provides that in no instance where action is authorized by
written consent need a meeting of stockholders be called or notice given.
DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered
to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of its security
holders. The Company undertakes to deliver promptly and without charge, upon written or oral request, a separate copy of the information
statement to a security holder at a shared address to which a single copy of the documents was delivered. Security holders sharing
an address and receiving a single copy may send a request to receive separate information statements to the Company at the following
address: BioVie Inc., 11601 Wilshire Boulevard, Suite 1100, Los Angeles, California 90025 or by email at jadams@biovieinc.com.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
ABOUT THE COMPANY
The Company is subject to the information
requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-K and Form 10-Q with the SEC. Reports and other information filed by the Company can be accessed
on the SEC website where reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC may be obtained free of charge. In addition, you may send a request for any of our SEC filings to BioVie Inc., 11601
Wilshire Boulevard, Suite 1100, Los Angeles, California 90025 or by email at jadams@biovieinc.com.
INCORPORATION BY REFERENCE
Statements contained in this information statement,
or in any document incorporated in this information statement by reference regarding the contents of other documents, are not necessarily
complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit
with the SEC. The SEC allows us to “incorporate by reference” into this information statement certain documents we
file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be part of this Information Statement, and later information
that we file with the SEC, prior to the effective date of the actions set forth herein, will automatically update and supersede
that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Information Statement and prior to the effective date of the actions
set forth herein. These include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as information or proxy statements (except for information furnished to the SEC that is not deemed
to be “filed” for purposes of the Securities Exchange Act of 1934). Notwithstanding the foregoing, information furnished
under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference into
this information statement.
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Company Filings:
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Periods:
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Annual Report on Form 10-K
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Year ended June 30, 2018
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Quarterly Report on Form 10-Q
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Quarters ended September 30 and December 31, 2018
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Current Report on Form 8-K
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Filed on July 3, 2018, August 16, 2018, October 9, 2018, November 1, 2018, November 29, 2018, December 31, 2018 and January 28, 2019.
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Any person, including any beneficial owner,
to whom this Information Statement is delivered may request copies of reports, proxy statements or other information concerning
us, without charge, as described above in “Where You Can Find More Information.”
You should rely only on information contained
in or incorporated by reference in this information statement. No persons have been authorized to give any information or to make
any representations other than those contained in this information statement and, if given or made, such information or representations
must not be relied upon as having been authorized by us or any other person.
THIS INFORMATION STATEMENT
IS DATED MAY 8, 2019. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF
ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS INFORMATION STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO
THE CONTRARY.
This Information Statement
is first being mailed or furnished to stockholders on or about May 9, 2019. The Company will pay all costs associated with
the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of the Common Stock.
By Order of the Board of Directors
May 8, 2019
Appendix A
Board Consent
UNANIMOUS WRITTEN
CONSENT OF
THE BOARD OF DIRECTORS OF
BIOVIE INC.
Dated: April 30, 2019
The undersigned, being all of the members
of the board of directors (the “
Board
”) of BioVie Inc., a Nevada corporation (the “
Company
”),
hereby consent, pursuant to Sections 78.207 and 78.315 of the General Company Law of Nevada, to the adoption of the following resolutions
taking or authorizing the actions specified therein:
WHEREAS, the Board
believes that its Class A common stock, par value $0.0001 per share (the “Common Stock”) is undervalued and that a
reverse stock split (the “Reverse Stock Split”) of the Common Stock in a ratio to be determined by the Board (the “Ratio”)
based on market conditions and the Company’s trading price at the time of such reverse split in the range of 1:50 to 1:200
will allow the Company to apply for a listing on a national stock exchange;
WHEREAS, the Company must file a Certificate
of Amendment to its Articles of Incorporation (the “
Amendment
”) to effect the Reverse Stock Split in substantially
the form attached hereto as
Exhibit A
; and
NOW, THEREFORE BE IT:
Amendment to Articles of Incorporation;
Adoption of 2019 Omnibus Plan; Filing of Information Statement
RESOLVED, it is
hereby determined to be advisable and in the best interests of, and fair to the Company to implement the Reverse Stock Split in
the range of 1:50 to 1:200; and be it further
RESOLVED, that upon
consultation with management of the Company, the Board will determine if the Reverse Stock Split is required and, if so required,
will determine the date thereof; and be it further
RESOLVED, that the Board hereby authorizes
the Company to seek by written consent the approval by the holders of a majority of the Company’s outstanding Common Stock
(the “
Stockholders
”) of the Reverse Stock Split; and be it further
RESOLVED, that the filing of the Amendment
is contingent upon approval by the Stockholders; and be it further
RESOLVED, that Terren Peizer be, and
hereby is, authorized and directed to execute and deliver, on behalf and in the name of the Company to execute the Amendment, to
cause such Amendment to be filed in the office of the Secretary of State of Nevada pursuant to Section 78.390 of the General Corporation
Law of Nevada; and be it further
RESOLVED, that at any time prior to the
effectiveness of the filing of the Amendment with the Secretary of State of Nevada, notwithstanding authorization of the Amendment
by the stockholders of the Company, the Board may abandon the Amendment, or any part of the Amendment, without further action by
the Company’s stockholders; and be it further
RESOLVED, it is hereby determined to
be advisable and in the best interests of, and fair to the Company to authorize and approve the adoption of the 2019 Omnibus Equity
Incentive Plan (the “2019 Plan”), in substantially the form attached hereto as Exhibit I, effective upon the Effective
Date, and reserves the right to issue equity awards pursuant to the 2019 Plan; and be it further
RESOLVED, that each of the Company’s
Chairman and Chief Executive Officer and the President and Chief Operating Officer be, and each hereby is, authorized, directed
and empowered to execute, attest, acknowledge and deliver the various forms of incentive and non-qualified stock option award agreements
and restricted and unrestricted stock award agreements in the forms included in the 2019 Plan, to be used to evidence stock and
options which may be granted from time to time pursuant to the 2019 Plan, with such changes as shall be consistent with the terms
of the 2019 Plan which the Committee (as defined in the 2019 Plan) shall determine to be necessary or desirable; and be it further
RESOLVED, that, upon receipt by the Company
of the purchase price of the shares of common stock issued and sold by the Company pursuant to the 2019 Plan, such shares shall
be duly and validly issued, fully paid and non-assessable shares of the Company and that the consideration received therefor shall
be credited to appropriate capital accounts of the Company; and be it further
RESOLVED, that the Company, upon approval
of the Stockholders, shall prepare and file with the SEC an Information Statement on Schedule 14C with respect to the approval
of the Reverse Split and 2019 Plan by written consent in lieu of a stockholder meeting; and be it further
RESOLVED, that the close of business
on April 30, 2019, be, and it hereby is, fixed as the record date for the determination of stockholders of record of the Company
entitled to receive a copy of the Information Statement; and be it further
General Authorizations
RESOLVED, that, all actions heretofore
taken and all documentation heretofore executed and delivered by any of the Company’s officers, in furtherance of the foregoing,
are hereby ratified, adopted, authorized, approved and confirmed in all respects in accordance with the respective terms and provisions
thereof; and be it further
RESOLVED, that any executive officer
of the Company, acting alone, be and hereby is authorized, empowered and directed, for and on behalf of the Company, to take such
further action and approve, execute and deliver any additional agreements, instruments, certificates, filings or other documents
with such changes as shall be advisable, such approval to be conclusively evidenced by execution thereof, and to take any additional
steps as such officer deems necessary or appropriate to effectuate the purposes of the foregoing resolutions; and it is further
[
Signature page
follows
]
This Written Consent has been executed
as of the date set forth above. This Written Consent shall be added to the corporate records of the Company and made a part thereof,
and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held.
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/s/ Terren Peizer
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Terren Peizer
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/s/ Jonathan Adams
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Jonathan Adams
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/s/ Cuong Do
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Cuong Do
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/s/ Jim Lang
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Jim Lang
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/s/ Hari Kumar
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Hari Kumar
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/s/ Michael Sherman
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Michael Sherman
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/s/ Mina Sooch
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Mina Sooch
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Exhibits Omitted
Appendix B
Stockholder Consent
WRITTEN CONSENT OF
THE HOLDERS OF A MAJORITY
OF THE OUTSTANDING SHARES OF
COMMON STOCK OF
BIOVIE INC.
April 30, 2019
The undersigned, being
the holders of a majority of the issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “
Common
Stock
”) of BioVie Inc., a Nevada corporation (the “
Company
”), hereby does consent, pursuant to Sections
78.320 of the General Company Law of Nevada, to the adoption of the following resolutions taking or authorizing the actions specified
therein:
WHEREAS, the Company deems
it advisable and in the best interests of the Company to the authorize the Company’s Board of Directors (the “
Board
”
or the “
Board of Directors
”) to effect a reverse stock split of the Common Stock in connection with a potential
listing on a national stock exchange in a ratio to be determined by the Board based on market conditions and the Company’s
trading price at the time of such reverse split in the range of 1:50 to 1:200 (the “
Reverse Stock Split
”); and
WHEREAS, the Board of Directors
of the Company has executed a unanimous written consent expressly approving the Reverse Stock Split.
NOW, THEREFORE:
RESOLVED, that the Certificate
of Amendment to the Articles of Incorporation of the Company, which amends the Company’s Articles of Incorporation (the “
Certificate
of Amendment
”) to effectuate the Reverse Stock Split in the form attached hereto as
Exhibit A
, be, and the same
hereby is, in all respects, authorized, and approved.
RESOLVED, that the
Company be authorized and directed to execute and file with the Office of the Secretary of State of the State of Nevada the Certificate
of Amendment following determination by the Board of the terms and timing of the Reverse Stock Split; be it further
RESOLVED, that the
2019 Omnibus Equity Incentive Plan (the “2019 Plan”), in substantially the form attached hereto as
Exhibit B
,
effective upon the Effective Date, be, and the same hereby is, in all respects, authorized, and approved; and be it further
RESOLVED, that all
actions taken and expenses incurred by any officer or director heretofore in furtherance of any of the actions authorized by the
foregoing resolutions hereby and expressly ratified, confirmed, adopted and approved.
This
Written Consent may be executed and delivered by facsimile signature, such execution and delivery to be deemed for all purposes
to be an original signature hereon.
[Signatures follow
on next page]
IN WITNESS WHEREOF,
the undersigned has executed this Written Consent in writing as of the date first written above.
ACUITAS
GROUP HOLDINGS, LLC
/s/ Terren Peizer
By:_____________________________
Name: Terren Peizer
Title: Managing Member
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/s/ Terren Peizer
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Terren Peizer
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/s/ Jonathan Adams
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Jonathan Adams
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/s/ Cuong Do
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Cuong Do
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/s/ Jim Lang
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Jim Lang
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/s/ Hari Kumar
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Hari Kumar
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/s/ Michael Sherman
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Michael Sherman
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/s/ Mina Sooch
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Mina Sooch
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Exhibits Omitted
Appendix C
Form of Amendment to Articles of Incorporation
Certificate
of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1.
Name of corporation:
BioVie Inc.
2.
The articles have been amended as follows (provide article numbers, if available):
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Article 3 is amended to read in its entirety
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3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of
the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
Majority
.
4.
Signature: (required)
*If any proposed amendment would alter or
change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must
be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority
of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT:
Failure to include any
of the above information and remit the proper fees may cause this filing to be rejected.
ARTICLE III
(a) Authorized
Capital Stock.
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(i)
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The total number of shares of stock that the Corporation shall have authority to issue is 810,000,000, consisting of
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(ii)
|
800,000,000 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock") and
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(iv)
|
10,000,000 shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").
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VOTING RIGHTS
Subject to the limitations provided by law and
subject to any voting rights applicable to shares of the Preferred Stock, the Class A Common Stock shall have the sole right and
power to vote on all matters on which a vote of shareholders is to be taken. In all matters, with respect to actions both by vote
and by consent, each holder of shares of the Class A Common Stock shall be entitled to cast one vote in person or by proxy for
each share of Class A Common Stock standing in such holder's name on the transfer books of the Corporation.
(b) Preferred
Stock. Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the Nevada Revised Statutes ("N.R.S.")
(hereinafter, along with any similar designation relating to any other class of stock that may hereafter be authorized, referred
to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications. limitations
and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited
to, determination of the following:
(i) The
designation of the series, which may be by distinguishing number, letter or title:
(ii) The number of shares of the series, which
number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease
(but not below the number of shares thereof then outstanding);
(iii) The
amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if
any, shall be cumulative or noncumulative;
(iv) Dates
on which dividends, if any, shall be payable;
(v) The
redemption rights and price or prices, if any, for shares of the series;
(vi) The
terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
(vii) The
amounts payable on and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(viii) Whether
the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security,
of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security,
the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall
be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(ix) Restrictions
on the issuance of shares of the same series or of any other class or series;
(x) The voting
rights, if any, of the holders of shares of the series.
(c) Common
Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common
Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended Articles of Incorporation
or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon
all questions presented to the stockholders.
(d) On
[ ], 2019, the Board of Directors of the Corporation, acting by unanimous written consent in accordance with Sections 78.390 and
78.315 of the General Corporation Law of the State of Nevada (“NRS”), and the holders of at least a majority of the
outstanding capital stock of the Corporation acting by written consent in accordance with NRS 78.390 and NRS 78.320, duly adopted
resolutions authorizing the Corporation to effect a [ ] to one (1) reverse split of the Common Stock, whereby every ( ) issued
and outstanding shares of the Common Stock (including each share of treasury stock), shall automatically and without any action
on the part of the holder thereof be combined into one (1) fully paid and nonassessable share of Common Stock of the Corporation
and to file this Amendment to the Company’s Articles of Incorporation.
Appendix D
2019 Plan
BIOVIE INC.
2019 OMNIBUS EQUITY INCENTIVE PLAN
BIOVIE INC.
2019 OMNIBUS EQUITY INCENTIVE PLAN
Article
I
PURPOSE
The purpose of this
BioVie Inc. 2019 Omnibus Equity Incentive Plan (the “
Plan
”) is to benefit BioVie Inc., a Nevada corporation
(the “
Company
”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide
incentives to employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service
providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock
Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Stock Awards, Performance
Unit Awards, Unrestricted Stock Awards, Stock Appreciation Rights or any combination of the foregoing.
Article
II
DEFINITIONS
The following definitions
shall be applicable throughout the Plan unless the context otherwise requires:
2.1
“
Affiliate
” shall mean any corporation which, with respect to the Company,
is a “subsidiary corporation” within the meaning of Section 424(f) of the Code or other entity in which the Company
has a controlling interest in such entity or another entity which is part of a chain of entities in which the Company or each entity
has a controlling interest in another entity in the unbroken chain of entities ending with the applicable entity.
2.2
“
Award
” shall mean, individually or collectively, any Option, Restricted
Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance Unit Award, Unrestricted Stock Award or Stock Appreciation
Right.
2.3
“
Award Agreement
” shall mean a written agreement between the Company and
the Holder with respect to an Award, setting forth the terms and conditions of the Award, as amended.
2.4
“
Board
” shall mean the Board of Directors of the Company.
2.5
“
Cause
” shall mean (i) if the Holder is a party to an employment or
service agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term), “
Cause
”
shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “
Cause
”
shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason
of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the
performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate,
(D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other
than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission
of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or
(G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the
Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall
be final, conclusive and binding on all parties.
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BioVie Inc. 2019 Omnibus Equity Incentive Plan
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2.6
“
Change of Control
” shall mean: (i) for a Holder who is a party to
an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control”
(or a similar term), “
Change of Control
” shall have the same meaning as provided for in such agreement, or (ii)
for a Holder who is not a party to such an agreement, “
Change of Control
” shall mean the satisfaction of any
one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first
day that any one or more of the following conditions shall have been satisfied):
(a)
Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “
Person
”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;
(b)
The closing of a merger, consolidation or other business combination (a “
Business Combination
”) other
than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially the
same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately after
the Business Combination as immediately before;
(c)
The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any
entity that is not an Affiliate;
(d)
The approval by the holders of shares of a plan of complete liquidation of the Company, other than a merger of the Company
into any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such
liquidation have substantially the same proportionate ownership of shares of common stock or ordinary shares, as applicable, of
the surviving corporation immediately after such liquidation as immediately before; or
(e)
Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the
Board or the board of directors of any successor to the Company;
provided
,
however
, that any director elected to
the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent
Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other
than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).
2.7
“
Code
” shall mean the United States of America Internal Revenue Code of
1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions
to any section and any regulation under such section.
2.8
“
Committee
” shall mean a committee comprised of two (2) or more members
of the Board who are selected by the Board as provided in Section 4.1.
2.9
“
Company
” shall have the meaning given to such term in the introductory
paragraph, including any successor thereto.
2.10
“
Consultant
” shall mean any non-Employee (individual or entity) advisor
to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to render bona fide consulting
or advisory services thereto.
2.11
“
Director
” shall mean a member of the Board or a member of the board of
directors of an Affiliate, in either case, who is not an Employee.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
2.12
“
Effective Date
” shall mean May 29, 2019.
2.13
“
Employee
” shall mean any employee, including any officer, of the Company
or an Affiliate.
2.14
“
Exchange Act
” shall mean the United States of America Securities Exchange
Act of 1934, as amended.
2.15
“
Fair Market Value
” shall mean, as of any specified date, the closing sales
price of the Shares for such date (or, in the event that the Shares are not traded on such date, on the immediately preceding trading
date) on the NASDAQ Stock Market (“NASDAQ”), as reported by NASDAQ, or such other domestic or foreign national securities
exchange, including OTC Markets (OTCQB, OTCQX), on which the Shares may be listed. If the Shares are not listed on NASDAQ or on
a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value
of the Shares shall be the mean of the highest bid and lowest asked prices per Share for such date. If the Shares are not quoted
or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means
(which means may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value of property other
than Shares shall be determined by the Board in good faith by any fair and reasonable means consistent with the requirements of
applicable law.
2.16
“
Family Member
” of an individual shall mean any child, stepchild, grandchild,
parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee
of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which
such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more
than fifty percent (50%) of the voting interests.
2.17
“
Holder
” shall mean an Employee, Director or Consultant who has been granted
an Award or any such individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the
terms of the Plan, as applicable.
2.18
“
Incentive Stock Option
” shall mean an Option which is intended by the Committee to constitute
an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.
2.19
“
Incumbent Director
” shall mean, with respect to any period of time specified
under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of
the Board at the beginning of such period.
2.20
“
Non-qualified Stock Option
” shall mean an Option which is not an Incentive Stock Option or which
is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.
2.21
“
Option
” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares
and shall include both Incentive Stock Options and Non-qualified Stock Options.
2.22
“
Option Agreement
” shall mean a written agreement between the Company and
a Holder with respect to an Option.
2.23
“
Performance Criteria
” shall mean the criteria selected by the Committee
for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
2.24
“
Performance Goals
” shall mean, for a Performance Period, the written goal
or goals established by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the
performance of the Holder, the Company or an Affiliate.
2.25
“
Performance Period
” shall mean one or more periods of time, which may
be of varying and overlapping durations, selected by the Committee, over which the attainment of the Performance Goals shall be
measured for purposes of determining a Holder’s right to, and the payment of, a Performance Stock Award or a Performance
Unit Award.
2.26
“
Performance Stock Award
” or “
Performance Stock
” shall
mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares
are paid to the Holder.
2.27
“
Performance Stock Agreement
” shall mean a written agreement between the
Company and a Holder with respect to a Performance Stock Award.
2.28
“
Performance Unit
” shall mean a Unit awarded to a Holder pursuant to a
Performance Unit Award.
2.29
“
Performance Unit Award
” shall mean an Award granted under Article XI of
the Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based
on the number of Units awarded to the Holder.
2.30
“
Performance Unit Agreement
” shall mean a written agreement between the
Company and a Holder with respect to a Performance Unit Award.
2.31
“
Plan
” shall mean this BioVie Inc. 2019 Omnibus Equity Incentive Plan, as amended from time to
time, together with each of the Award Agreements utilized hereunder.
2.32
“
Restricted Stock Award
” and “
Restricted Stock
” shall
mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions.
2.33
“
Restricted Stock Agreement
” shall mean a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.
2.34
“
Restricted Stock Unit Award
” and “
RSUs
” shall refer
to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related
vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.
2.35
“
Restricted Stock Unit Agreement
” shall mean a written agreement between
the Company and a Holder with respect to a Restricted Stock Award.
2.36
“
Restriction Period
” shall mean the period of time for which Shares subject
to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement.
2.37
“
Restrictions
” shall mean the forfeiture, transfer and/or other restrictions
applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set
forth in a Restricted Stock Agreement.
2.38
“
Rule 16b-3
” shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling
the same or a substantially similar function.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
2.39
“
Shares
” or “
Stock
” shall mean the common stock of the
Company, par value $0.001 per share.
2.40
Stock Appreciation Right (“SAR”)
means a stock appreciation right granted in accordance with Article
XIII.
2.41
“
Ten Percent Stockholder
” shall mean an Employee who, at the time an Option is granted to him
or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company
or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning
of Section 422(b)(6) of the Code.
2.42
“
Termination of Service
” shall mean a termination of a Holder’s employment with, or status
as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total
and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment
event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation
from service” as such term is defined under Code Section 409A and applicable authorities.
2.43
“
Total and Permanent Disability
” of an individual shall mean the inability
of such individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than
twelve (12) months, within the meaning of Section 22(e)(3) of the Code.
2.44
“
Unit
” shall mean a bookkeeping unit, which represents such monetary amount
as shall be designated by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted
Stock Unit Award.
2.45
“
Unrestricted Stock Award
” shall mean an Award granted under Article IX
of the Plan of Shares which are not subject to Restrictions.
2.46
“
Unrestricted Stock Agreement
” shall mean a written agreement between the
Company and a Holder with respect to an Unrestricted Stock Award.
Article
III
EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the
Effective Date.
Article
IV
ADMINISTRATION
4.1
Composition of Committee
. The Plan shall be administered by the Committee,
which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange
Act or relevant securities exchange or inter-dealer quotation service, the Committee shall consist solely of two (2) or more Directors
who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent” for
purposes of any applicable listing requirements. If a member of the Committee shall be eligible to receive an Award under the
Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
4.2
Powers
.
Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations
under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award,
(ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded
by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award
vests, (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the
forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof),
(viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance
Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance
Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account
the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution
to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.
4.3
Additional Powers
. The Committee shall have such additional powers as are delegated
to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe
the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as
it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and
to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary,
appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article
IV shall be conclusive and binding on the Company and all Holders.
4.4
Committee Action
. Subject to compliance with all applicable laws, action by
the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of
the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith
action, inaction or determination in connection with the Plan.
Article
V
SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON
5.1
Authorized Shares and Award Limits
. The Committee may from time to time grant
Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in
accordance with the provisions of Article VI. Subject to Article XIV, the aggregate number of Shares that may be issued under
the Plan shall not exceed 31,645,367 Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually
issued and delivered pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised
or ceases to be exercisable for any reason, or the rights of its Holder terminate, any Shares subject to such Award shall again
be available for the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Shares
that may be subject to Awards of Options under Article VII granted to any one person during any calendar year, shall be Two Million
(2,000,000) Shares (subject to adjustment in the same manner as provided in Article XIV with respect to Shares subject to Awards
then outstanding).
5.2
Types of Shares
. The Shares to be issued pursuant to the grant or exercise of
an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding
and reacquired by the Company.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
Article
VI
ELIGIBILITY AND TERMINATION OF SERVICE
6.1
Eligibility
. Awards made under the Plan may be granted solely to individuals
or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion
to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a
Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Performance
Stock Award, a Performance Unit Award, or any combination thereof, and solely for Employees, an Incentive Stock Option.
6.2
Termination of Service
. Except to the extent inconsistent with the terms of
the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with
respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:
(a)
The Holder’s rights, if any, to exercise any then exercisable Options shall terminate:
(i)
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days
after the date of such Termination of Service;
(ii)
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such
Termination of Service; or
(iii)
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.
Upon such applicable date the Holder
(and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in
or with respect to any such Options. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different
time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder
has the right to exercise any vested Non-qualified Stock Option, which time period may not extend beyond the expiration date of
the Award term.
(b)
In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or
lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted
Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate,
designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted
Stock and/or RSUs. Notwithstanding the immediately preceding sentence, the Committee, in its sole discretion, may determine, prior
to or within thirty (30) days after the date of such Termination of Service that all or a portion of any such Holder’s Restricted
Stock and/or RSUs shall not be so canceled and forfeited.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
6.3
Special Termination Rule
. Except to the extent inconsistent with the terms of
the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s
employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such
termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted
thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion,
as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding.
Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not
be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall
terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant,
shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive
Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option.
Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall
become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior
to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if
such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof
had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the
Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment
with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award
shall be treated pursuant to the provisions of Section 6.2.
6.4
Termination of Service for Cause
. Notwithstanding anything in this Article VI
or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event
of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately
and be forfeited in their entirety upon such Termination of Service.
Article
VII
OPTIONS
7.1
Option Period
. The term of each Option shall be as specified in the Option Agreement;
provided
,
however
,
that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of
its grant.
7.2
Limitations on Exercise of Option
. An Option shall be exercisable in whole or in such installments and at
such times as specified in the Option Agreement.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
7.3
Special Limitations on Incentive Stock Options
. To the extent that the aggregate Fair Market Value (determined
at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable
for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary
corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds
One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant),
the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee
shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements,
which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder,
will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon
as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive
Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted
the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock
Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date
of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on
which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock
Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option”
status under Section 422 of the Code.
7.4
Option Agreement
. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions
not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited
to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the
Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder
for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee
may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option
Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the
effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing,
a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by
(a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market
sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an
extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly
to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly
to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares
having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s
exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting
of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering
any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet
any excise taxes or other additional income tax liability imposed as a result of a payment made upon a Change of Control resulting
from the operation of the Plan or of such Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions
of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements
need not be identical.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
7.5
Option Price and Payment
. The price at which an Share may be purchased upon
exercise of an Option shall be determined by the Committee;
provided
,
however
, that such Option price (i) shall
not be less than the Fair Market Value of an Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive
Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided
in Article XIV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company.
The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth
in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of
Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company
for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise
of a Non-qualified Stock Option.
7.6
Stockholder Rights and Privileges
. The Holder of an Option shall be entitled
to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as have been purchased under
the Option and for which share certificates have been registered in the Holder’s name.
7.7
Options and Rights in Substitution for Stock or Options Granted by Other Corporations
.
Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities
who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company
or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by
the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate.
Article
VIII
RESTRICTED STOCK AWARDS
8.1
Award
. A Restricted Stock Award shall constitute an Award of Shares to the Holder
as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of
the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the
Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion
of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted
by Section 8.2.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
8.2
Terms
and Conditions
. At the time any Award is made under this Article VIII, the Company and the Holder
shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as
the Committee may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by
book-entry registration or issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall
be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan.
The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate
is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any
Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion,
registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares
withheld to pay withholding taxes. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote
Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares
during the Restriction Period. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms
and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect
of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall,
to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock
Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject
to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of
a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements
and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability
imposed as a result of a payment made in connection with a Change of Control resulting from the operation of the Plan or of such
Restricted Stock Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the
Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not
be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company
or the Affiliate, as applicable, to the Holder at the time of vesting.
8.3
Payment for Restricted Stock
. The Committee shall determine the amount and form
of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of
such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award,
except to the extent otherwise required by law.
Article
IX
UNRESTRICTED STOCK AWARDS
9.1
Award
. Shares may be awarded (or sold) to Employees, Directors or Consultants
under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company
or an Affiliate or for other valid consideration.
9.2
Terms and Conditions.
At the time any Award is made under this Article IX, the Company and the Holder shall
enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the
Committee may determine to be appropriate.
9.3
Payment for Unrestricted Stock
. The Committee shall determine the amount and form of any payment from a Holder
for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise
required by law.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
Article
X
RESTRICTED STOCK UNIT AWARDS
10.1
Award
. A Restricted Stock Unit Award shall constitute a promise to grant Shares
(or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Restriction Period. At the time a Restricted
Stock Unit Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock
Unit Award may have a different Restriction Period, in the discretion of the Committee. A Restricted Stock Unit shall not constitute
an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with
ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.
10.2
Terms and Conditions
. At the time any Award is made under this Article X, the
Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby
and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the
individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled
to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to
constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of
such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted
Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination
of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit
Agreements need not be identical.
10.3
Distributions of Shares
. The Holder of a Restricted Stock Unit shall be entitled
to receive a cash payment equal to the Fair Market Value of an Share, or one Share, as determined in the sole discretion of the
Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock
Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth
(15
th
) day of the third (3
rd
) calendar month next following the end of the calendar year in which the Restricted
Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).
Article
XI
PERFORMANCE UNIT AWARDS
11.1
Award
. A Performance Unit Award shall constitute an Award under which, upon
the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance
Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance
Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit
Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an
equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with
ownership of Shares.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
11.2
Terms and Conditions
. At the time any Award is made under this Article XI, the
Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and
such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance
Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be
required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to
the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk
of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining
to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the
respective Performance Unit Agreements need not be identical.
11.3
Payments
. The Holder of a Performance Unit shall be entitled to receive a cash
payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the
Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set
forth in such Performance Unit Agreement. All payments shall be made no later than by the fifteenth (15
th
) day of the
third (3
rd
) calendar month next following the end of the Company’s fiscal year to which such performance goals
and objectives relate.
Article
XII
PERFORMANCE STOCK AWARDS
12.1
Award
. A Performance Stock Award shall constitute a promise to grant Shares
(or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement
of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the Performance Period
and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance
Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and
shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until
the Holder shall receive a distribution of Shares pursuant to Section 11.3.
12.2
Terms and Conditions
. At the time any Award is made under this Article XII,
the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby
and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance
Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company
would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance
Stock Award and the number of Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial
risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or
the payment of cash, as determined in the sole discretion of the Committee), shall be made no later than by the fifteenth (15
th
)
day of the third (3
rd
) calendar month next following the end of the Company’s fiscal year to which such goals
and objectives relate. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions
or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s
Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective
Performance Stock Agreements need not be identical.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
12.3
Distributions of Shares
. The Holder of a Performance Stock Award shall be entitled
to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the
Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable
vesting requirement. Such distribution shall be made no later than by the fifteenth (15
th
) day of the third (3
rd
)
calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.
Article
XIII
STOCK APPRECIATION RIGHTS
13.1
Stock Appreciation Rights
. Two types of Stock Appreciation Rights (“SARs”) shall be authorized
for issuance under the Plan: (1) stand-alone SARs and (2) stapled SARs. The Award Agreement granting an SAR shall be in such form
and shall contain such terms and conditions as the Committee shall deem appropriate and shall not include terms which cause the
Award to be considered non-qualified deferred compensation subject to the provisions of Code Section 409A. The terms and conditions
of Stock Appreciation Right Award Agreements need not be identical, but each Award Agreement shall include (through incorporation
of provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:
(a)
Stand-Alone SARs
. Stand-alone SARs shall cover a specified number of underlying shares of Common Stock and shall
be redeemable upon such terms and conditions as the Committee may establish. Upon redemption of the stand-alone SAR, the Holder
shall be entitled to receive a distribution from the Company in an amount equal to the excess, if any, of (i) the aggregate Fair
Market Value on the redemption date of the Shares underlying the redeemed right, over, (ii) the aggregate base price of such underlying
Shares at the time of grant. The distribution shall be in cash or Shares, as specified in the Award Agreement, unless distribution
in Shares is necessary to avoid application of Code Section 409A, in which case the distribution shall be in Shares. The number
of Shares underlying each stand-alone SAR and the base price of such Shares shall be determined by the Committee in its sole discretion
at the time the stand-alone SAR is granted. In no event, however, may the base price be less than one hundred percent (100%) of
the Fair Market Value of the underlying Shares on the grant date.
(b)
Stapled SARs
. Stapled SARs shall only be granted concurrently with an Option to acquire the same number of Shares
as the number of such Shares underlying the stapled SARs. Stapled SARs shall be redeemable upon such terms and conditions as the
Committee may establish and shall grant a Holder the right to elect among (i) the exercise of the concurrently granted Option for
Shares, whereupon the number of Shares subject to the stapled SARs shall be reduced by an equivalent number, (ii) the redemption
of such stapled SARs in exchange for a distribution from the Company in an amount equal to the excess of the Fair Market Value
on the redemption date of the number of vested Shares which the Holder redeems over the aggregate base price for such vested Shares,
whereupon the number of Shares subject to the concurrently granted Option shall be reduced by any equivalent number, or (iii) a
combination of (i) and (ii). The distribution under alternative (ii) shall be in cash or Shares as specified in the Award Agreement
unless distribution in Shares is necessary to avoid application of Code Section 409A, in which case the distribution shall be in
Shares. The base price of such Shares shall be determined by the Committee at the time the Option and Stapled SAR is granted; however,
in no event may the base price be less (and shall not have potential to become less at any time) than one hundred percent (100%)
of the Fair Market Value of the underlying Shares on the grant date.
13.2
No Shareholder or Secured Rights
. The
Holder of an SAR shall have no rights of a stockholder with respect to Shares covered by the SAR unless and until the SAR is
exercised and Shares are issued to the Holder. Prior to receipt of a cash distribution or Shares pursuant to an SAR, such
Award shall represent an unfunded unsecured contractual obligation of the Company and the Company shall be under no
obligation to set aside any Shares or other assets to fund such obligation. Prior to vesting and exercise, the Holder shall
have no greater claim to the Shares underlying such SAR or any other assets of the Company than any other unsecured general
creditor and such rights may not be sold, pledged, assigned, transferred or encumbered in any manner other as provided for in
Section 16.5 hereof
BioVie Inc. 2019 Omnibus Equity Incentive Plan
Article
XIV
RECAPITALIZATION OR REORGANIZATION
14.1
Adjustments to Shares
. The shares with respect to which Awards may be granted
under the Plan are Shares as presently constituted;
provided
,
however
, that if, and whenever, prior to the expiration
or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation
of the Shares or the payment of an Share dividend on Shares without receipt of consideration by the Company, the number of Shares
with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase
in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately
reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the
purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article
XIII, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of
Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted
under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which
is a Non-qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment
be made which would render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.
14.2
Recapitalization
. If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled
to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award,
the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization
if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by
such Award.
14.3
Other Events
. In the event of changes to the outstanding Shares by
reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange
or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under
this Article XIII, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its
discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting
and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment
pursuant to Sections 13.1, 13.2 or this Section 13.3, the aggregate number of Shares available under the Plan pursuant to Section
5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may
make provision for a cash payment to a Holder or a person who has an outstanding Award.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
14.4
Change of Control
. The Committee may, in its sole discretion, at the time an Award is made or at any time
prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration
of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per
Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately
or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation
or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or
waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder
whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on
or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of
a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon
the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any
then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate
to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.
14.5
Powers Not Affected
. The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation
of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation
of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate
act or proceeding.
14.6
No Adjustment for Certain Awards
. Except as hereinabove expressly provided,
the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor
or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect
previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards
theretofore granted or the purchase price per Share, if applicable.
Article
XV
AMENDMENT AND TERMINATION OF PLAN
The Plan shall continue
in effect, unless sooner terminated pursuant to this Article XV, until the tenth (10
th
) anniversary of the date on which
it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan at
any time with respect to any shares for which Awards have not theretofore been granted;
provided
,
however
, that the
Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time
to time;
provided
,
however
, that without the approval by a majority of the votes cast at a meeting of stockholders
at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors
is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing
to Holders, (ii) except as otherwise expressly provided in Article XIV, materially increase the number of Shares subject to
the Plan or the individual Award Agreements specified in Article V, (iii) materially modify the requirements for participation
in the Plan, or (iv) amend, modify or suspend this Article XV. In addition, no change in any Award theretofore granted may
be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the
Holder (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code).
BioVie Inc. 2019 Omnibus Equity Incentive Plan
Article
XVI
MISCELLANEOUS
16.1
No Right to Award
. Neither the adoption of the Plan by the Company nor any action
of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be
evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions
expressly set forth therein.
16.2
No Rights Conferred
. Nothing contained in the Plan shall (i) confer upon
any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any
way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon
any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any
way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer
upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate,
or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement
with the Company or an Affiliate at any time.
16.3
Other Laws; No Fractional Shares; Withholding
. The Company shall not be obligated
by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation
of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not
extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder
with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for
any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure
to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu
of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection
with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding
obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements
satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award.
Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee
may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including
Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.
16.4
No Restriction on Corporate Action
. Nothing contained in the Plan shall be construed
to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under
the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate
as a result of any such action.
16.5
Restrictions on Transfer
. No Award under the Plan or any Award Agreement and
no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise
hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where
permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An
Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative
unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee.
Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 15.3
hereof.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
16.6
Beneficiary Designations
. Each Holder may, from time to time, name a beneficiary
or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection
with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke
all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in
writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes
of the Plan, a Holder’s beneficiary shall be the Holder’s estate.
16.7
Rule 16b-3
. It is intended that the Plan and any Award made to a person subject
to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any
such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3,
such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.
16.8
Clawback Policy
. Notwithstanding any contained herein or in any incentive “performance based”
Awards under the Plan shall be subject to reduction, forfeiture or repayment by reason of a correction or restatement of the Company’s
financial information if and to the extent such reduction or repayment is required by any applicable law.
16.9
Section 409A
. Notwithstanding any other provision of the Plan, the Committee
shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute
non-qualified “deferred compensation” under Section 409A of the Code unless such Award shall be structured to
be exempt from or comply with all requirements of Code Section 409A. The Plan and all Award Agreements are intended to comply with
the requirements of Section 409A of the Code (or to be exempt therefrom) and shall be so interpreted and construed and no
amount shall be paid or distributed from the Plan unless and until such payment complies with all requirements of Code Section
409A. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company
be interpreted to comply in all respects with Code Section 409A, however, the Company shall have no liability to the Holder, or
any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable
to any payment or benefit received by the Holder or any successor or beneficiary thereof.
16.10
Indemnification
. Each person who is or shall have been a member of the Committee
or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding
to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in
satisfaction of any judgment in any such action, suit, or proceeding against such person;
provided
,
however
, that
such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent
of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation
or By-laws, by contract, as a matter of law, or otherwise.
16.11
Other Benefit Plans
. No Award, payment or amount received hereunder shall be
taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any
pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically
provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right
of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not
expressly authorized under the Plan.
BioVie Inc. 2019 Omnibus Equity Incentive Plan
16.12
Limits of Liability
. Any liability of the Company with respect to an Award shall
be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member
of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith,
in connection with or under the Plan.
16.13
Governing Law
. Except as otherwise provided herein, the Plan shall be construed
in accordance with the laws of the State of Nevada, without regard to principles of conflicts of law.
16.14
Severability of Provisions
. If any provision of the Plan is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed
and enforced as if such invalid or unenforceable provision had not been included in the Plan.
16.15
No Funding
. The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award.
Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured
contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other
assets of the Company or Affiliate than any other unsecured general creditor.
16.16
Headings
. Headings used throughout the Plan are for convenience only and shall
not be given legal significance.