BioVie Inc-A美股招股说明书(2025-08-08版)

5,620,000 Units, Each Consisting of One Share of Class A Common Stock and One Warrant toPurchase One Share of Class A Common Stock 380,000 Pre-Funded Units, Each Consisting of One Pre-Funded Warrant to Purchase One Share ofClass A Common Stock and One Warrant to Purchase One Share of Class A Common Stock 6,000,000 Shares of Class A Common Stock Underlying the Warrants 380,000 Shares of Class A Common Stock Underlying the Pre-Funded Warrants BioVie Inc. We are offering 5,620,000 units (“Units”) in a firm commitment underwritten offering, with each Unit consisting of (i) one share ofClass A Common Stock, par value $0.0001 per share (the “Common Stock”), and (ii) one warrant to purchase one share of CommonStock (“Warrant”) at a public offering price of $2.00 per Unit. We are also offering380,000 pre-funded units (the “Pre-funded Units”), with each Pre-funded Unit consisting of (i) one pre-fundedwarrant (“Pre-funded Warrant”) to purchase one share of our Common Stock and (ii) one Warrant to purchase one share of CommonStock, to those purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding sharesof Common Stock immediately following the consummation of this offering. The purchase price of each Pre-funded Unit is equal tothe price per Unit being sold to the public in this offering, minus $0.0001. Each Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $2.50 (representing 125% of thepublic offering price of $2.00 per Unit) and expirefive (5)years from date of issuance. Each Pre-funded Warrant will be immediatelyexercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The Common Stock and Pre-funded Warrants, as the case may be, and the accompanying Warrants, can only be purchased together inthis offering but will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement ofwhich this prospectus forms a part, we are also registering the shares of Common Stock issuable upon exercise of the Warrants andPre-funded Warrants included in the Units and Pre-funded Units offered hereby. Our shares of Common Stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BIVI.” OnAugust 7, 2025, thelast reported sales price of our Common Stock on Nasdaq was $2.91 per share. There is no established trading market for the Pre-funded Warrants or Warrants. The Warrants have been approved for listing on Nasdaq under the symbol “BIVIW”. We do not intend tolist the Pre-funded Warrants on any securities exchange or nationally recognized trading system and do not expect a trading market todevelop for the Pre-funded Warrants. At a special meeting of the Company’s stockholders held on June 23, 2025, the Company’s stockholders approved a proposal to grantthe Board of Directors of the Company (the “Board”) authority, in its sole discretion, prior to the one-year anniversary of such specialmeeting, to effect a reverse stock split of the outstanding shares of Common Stock, at a ratio between 1-for-5 and 1-for-10. On June26, 2025, pursuant to the authority granted by the Company’s stockholders, the Board approved a reverse stock split of our CommonStock at a ratio of 1-for-10 (the “Reverse Stock Split”).The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on July7, 2025. Other than our historical financial statements and notes thereto included herein, and except where otherwise noted, allreferences to our Common Stock presented in this prospectus have been adjusted to give retroactive effect to the Reverse Stock Split. Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 10. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We refer you to “Underwriting” beginning on page 10 for additional information regarding the underwriters’ compensation. We have granted a 45-day option to the underwriters to purchase up to900,000 additional shares of Common Stock and/or up to900,000 additional Pre-funded Warrants and/or up to 900,000 additional Warrants, or any combination thereof, solely to cover over-allotments, if any. The underwriters expect to deliver the shares to purchasers on or about August 11, 2025. ThinkEquity The date of this prospectus isAugust 7, 2025 TABLE OF CONTENTS About This Prospectus1Prospectus Summary2The Offering8Risk Factors10Cautionary Note Regarding Forward-Looking Statements35Use of Proceeds37Dividend Policy38Capitalization39Dilution40Securities Market Information42Business43Management’s Discussion and Analysis