BIVI BioVie Inc

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based solely upon information made available to the Company, the following table sets forth information as of the Record Date regarding the beneficial ownership of the Company’s Common Stock by:

The percentage ownership information shown in the table is based upon 24,893,083 shares of Common Stock outstanding as of the Record Date.

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 the Company’s 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., 680 W Nye Lane Suite 201, Carson City, NV 89703.

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*Less than 1%

APPROVAL OF THE PIPE FINANCING FOR PURPOSES OF NASDAQ RULE 5635

Purpose of the PIPE Financing

Our Board of Directors believes it is in the best interests of the Company to raise capital in the amount of $6.0 million in a private placement transaction to fund the working capital needs of the Company.

Description of the PIPE Financing

On July 15, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the Purchaser, pursuant to which the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, in a private placement, (i) an aggregate of 3,636,364 shares (the “PIPE Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a price of $1.65 per share and (ii) a warrant (the “Warrant”) to purchase up to a number of shares of Common Stock equal to 200% of the PIPE Shares (the “Warrant Shares”) at an exercise price of $1.82, with a term of exercise of five years. The aggregate purchase price for the PIPE Shares and the Warrant (collectively, the “Securities”) sold in the Private Placement was approximately $6.0 million. The closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions and is expected to occur on or about ________ __, 2022, or approximately 20 days after the mailing of this Information Statement.

As required under Nasdaq Listing Rule 5630, the independent directors with no interest in the PIPE Financing different from, or in addition to, the interests of the Company’s stockholders generally negotiated the terms and conditions of the PIPE Financing and approved the PIPE Financing.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full and complete terms of the Purchase Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2022, which is incorporated herein by reference.

Reason for Stockholder Approval

Pursuant to Nasdaq Stock Market Listing Rule 5635(c), if a company intends to issue securities to an officer, director, employee or consultant of the company at a price less than the Current Market Price, the issuer generally must obtain the prior approval of its stockholders. Terren Peizer, the Company’s Chairman, is the direct beneficial owner of the Majority Stockholder, and as such, the PIPE Financing may be considered an issuance of securities to a director of the Company. Moreover, the Current Market Price was $1.81 on July 14, 2022, therefore the purchase price for the Securities is less than the Current Market Price. As a result, Nasdaq Rule 5635(c) requires that the Company obtain stockholder approval prior to issuing the Securities to the Purchaser.

Pursuant to Nasdaq Stock Market Listing Rule 5635(d), if an issuer intends to issue securities in a transaction which could result in the issuance of 20% or more of the issued and outstanding shares of the issuer’s common stock on a pre-transaction basis for less than the Minimum Price for such stock, the issuer generally must obtain the prior approval of its stockholders. The Minimum Price was $1.81 on July 14, 2022, therefore the purchase price for the Securities is less than Minimum Price. In addition, as of July 14, 2022, the Company had 24,893,083 shares of Common Stock issued and outstanding (the “Outstanding Shares”). The maximum number of shares of Common Stock to be issued to the Purchaser in the PIPE Financing, assuming exercise in full of the Warrants, would result in the issuance of 10,909,092 shares, which is equal to 43.8% of the Outstanding Shares on a pre-transaction basis. As a result, Nasdaq Rule 5635(d) requires that the Company obtain stockholder approval prior to issuing the Securities in the PIPE Financing.

To ensure compliance with Nasdaq Rule 5635, the Purchase Agreement provides that the Company may not issue and the Purchaser may not purchase any Securities unless stockholder approval is obtained for such issuance.

Effect of the PIPE Financing on Existing Stockholders

The issuance of Securities pursuant to the Purchase Agreement will not affect the rights of the holders of outstanding Common Stock, but such issuances will have a dilutive effect on the Company‘s existing stockholders, including the voting power and economic rights of the existing stockholders.

Subject to the satisfaction or waiver of the conditions to the closing of the PIPE Financing, upon the closing of the PIPE Financing, (i) 3,636,364 shares of Common Stock and (ii) warrants to purchase up to 7,272,728 shares of Common Stock will be issued to the Majority Stockholder pursuant to the terms of the Purchase Agreement. Collectively, these issuances, assuming full exercise of the Warrants, will represent approximately 43.8% of the issued and outstanding shares of Common Stock and will increase the beneficial ownership of Mr. Peizer from approximately 78.2% to 84.8% of our issued and outstanding shares of Common Stock.

Approval of the PIPE Financing

The approval of the PIPE Financing, including for purposes of Nasdaq Rule 5635, requires the approval of the holders of our outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

The Majority Stockholder, the holder of 19,529,846 shares of Common Stock, or approximately 78.2% of the Outstanding Shares entitled to vote on this corporate action, approved the PIPE Financing by a written consent in lieu of special meeting, the form of which is attached hereto as Exhibit A. Accordingly, the limitations on issuances and sales of securities under Nasdaq Rule 5635 will not apply to the PIPE Financing. Pursuant to Rule 14c-2(b) promulgated under the Exchange Act, such action may not be effected until at least 20 calendar days following the mailing of this Information Statement to our stockholders. This Information Statement is first being mailed on or about ________ __, 2022 to the Company’s stockholders of record as of the Record Date.

DISSENTERS’ RIGHTS OF APPRAISAL

Under the General Corporation Law of the State of Nevada, our stockholders are not entitled to appraisal rights with respect to the PIPE Financing.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Unless the Company is otherwise advised by the stockholders, we will only deliver one copy of this Information Statement to multiple stockholders sharing an address. This practice known as “householding” is intended to reduce the Company’s printing and postage costs.

We will, upon request, promptly deliver a separate copy of this Information Statement to a stockholder who shares an address with another stockholder. A stockholder, who wishes to receive a separate copy of this Information Statement, may direct such request to the Company at 680 W Nye Lane Suite 201, Carson City, NV 89703, or you can contact us via telephone at (775) 888-3162. Stockholders who receive multiple copies of the Information Statement at their address and would like to request that only a single copy of communications be delivered to the shared address may do so by making either a written or oral request to the Company contacts listed above.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports and other documents with the SEC. These reports contain additional information about BioVie. The Company’s SEC filings are made available electronically to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of the Company’s SEC filings through the “Investors” section of the Company’s website at www.biovieinc.com. The Company’s website address is being provided as an inactive textual reference only. The information provided on the Company’s website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this Information Statement, and therefore is not incorporated herein by reference.

The SEC allows the Company to “incorporate by reference” information that it files with the SEC in other documents into this Information Statement. This means that the Company may 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. This Information Statement and the information that the Company files later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this Information Statement.

The Company is incorporating by reference the filings listed below and any additional documents that the Company may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of the initial filing of this Information Statement and before the actions described in this Information Statement become effective, except the Company is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 as an exhibit thereto:

The Company undertakes to provide without charge to each person to whom a copy of this Information Statement has been delivered, upon request, by first class mail or other equally prompt means, a copy of any or all of the documents incorporated by reference in this Information Statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this Information Statement incorporates. You may obtain documents incorporated by reference by requesting them in writing at BioVie Inc., 680 W Nye Lane Suite 201, Carson City, NV 89703 or by telephone at (775) 888-3162.