UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)June 24, 2019
BioVie Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 000-55292 | 46-2510769 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2120 Colorado Avenue, #230 Santa Monica, California | 90404 | |
(Address of Principal Executive Offices) | (Zip Code) |
(310) 444-4300
(Registrant’s Telephone Number, Including Area Code)
11601 Wilshire Blvd Suite 1100 | |
Los Angeles, CA 90025 |
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[_] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[_] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[_] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 1.01 | Entry into a Material Definitive Agreement. |
On July 3, 2018, BioVie Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Acuitas Group Holdings, LLC (“Acuitas”) and certain other purchasers identified in the Purchase Agreement (together with Acuitas, the “Purchasers”) pursuant to which (i) the Purchasers agreed to purchase an aggregate of 2,133,332 shares of the Company’s newly created Series A Convertible Preferred Stock (the “Preferred Stock”) at a price per share of $1.50 per share of Preferred Stock (the “Initial Sale”) and (ii) the Company issued associated warrants (the “Warrants”) to purchase 213,333,200 shares of the Company’s Class A Common Stock (the “Common Stock”), each subject to the terms and conditions set forth in the Purchase Agreement, for an aggregate consideration of $3.2 million. Acuitas also received an additional 833,333 Warrants in connection with the payoff of a note issued by the Company in favor of Acuitas. In addition, Acuitas had the option to purchase up to an additional 200,000,000 shares of Common Stock at a price per share of $0.015, and associated warrants on the same terms as the Warrants, within two weeks following the one year anniversary of the closing of the Initial Sale (the “Subsequent Sale”) in the event that the Company has not obtained $3,000,000 of funding through various non-dilutive grants prior to the one year anniversary of the closing of the Initial Sale. The Initial Sale and issuance of the Warrants occurred on July 3, 2018.
Pursuant to a letter agreement with the Company dated June 24, 2019 approved by the Nominating and Governance Committee of the Company’s Board of Directors, Acuitas has agreed to modify its existing rights under the Purchase Agreement so that:
- Acuitas agreed to immediately exchange its existing Warrants for common stock such that it will have effectively exercised its Warrants in full pursuant to a cashless exercise thereof at an assumed current market price of $0.36 per share and, as a result received an aggregate of 95% of the shares covered thereby, or 190,791,666 shares of Common Stock;
- Acuitas agreed to (i) waive its rights to a 50% adjustment of the purchase price of the Preferred Stock in the Initial Sale, the exercise price of the Warrants and the price per share in the Subsequent Sale in the event of certain reductions in the useful life of our current intellectual property rights, and (ii) effectively exercise its rights to purchase securities in a Subsequent Sale pursuant to a “cashless purchase” at an assumed current market price of approximately $0.09 per share, conditioned in each case on the listing of the Company’s common stock on NASDAQ or the raising of $2.0 million in additional funds in the form of another securities offering, in either case not later than November 30, 2019, which will result Acuitas having irrevocably waived its rights to an adjustment in the purchase price of the Preferred Stock in the Initial Sale and the exercise price of the Warrants and the purchase price of per share in the Subsequent Sale upon the issuance by us of an aggregate of 167,494,750 shares of Common Stock (the “Subsequent Sale Shares”) to Acuitas, which is expected concurrently with the closing of the Company’s planned public offering of shares of Common Stock (the “Public Offering”) as described in its Registration Statement on Form S-1 (File No. 333-231136);
- Acuitas shall in exchange for the foregoing agreements and waivers have the option to purchase additional shares of Common Stock and warrants to purchase one share of Common Stock for each share of Common Stock purchased during the period from September 1, 2019 to November 30, 2019 at the then-effective purchase price of the Preferred Stock in the Initial Sale (the “Funding Option”), provided that any shares issued pursuant to any exercise of the Funding Option will reduce share-for-share the amount of shares issued pursuant to the deemed exercise of its rights to purchase securities in a Subsequent Sale mentioned above. Assuming the closing of the Public Offering occurs on or prior to September 1, 2019, the Company anticipates that such option will lapse unexercised in the event of such closing. In the event such closing occurs subsequent to September 1, 2019 and prior to November 30, 2019, the Company anticipates that Acuitas may elect to continue to fund its on-going clinical trials and operations by means of exercising such Funding Option, with any shares so purchased being deducted from the amount of Subsequent Sale Shares deliverable at closing as described above.
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Item 3.02 | Unregistered Sale of Equity Securities. |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 3.03 | Material Modification to Rights of Security Holders. |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 24, 2019, the members of the Board of Directors (the “Board”) of the Company appointed Mr. Richard J. Berman to serve as a member of the Board, effective immediately, and he will serve on the Audit and Compensation Committees of the Board, including as Chairman of the Compensation Committee.
Mr. Berman is a director of four other public healthcare companies: Catasys, Inc., Advaxis, Inc., Immuron Ltd. and Cryoport Inc. and one public fintech company, Cuentas, Inc. Mr. Berman was Chairman of National Investment Managers, a company with $12 billion pension administration assets from 2006-2011. From 1998-2000, he was employed by Internet Commerce Corporation (now Easylink Services) as Chairman and CEO, and was a director from 1998-2012. Previously, Mr. Berman was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery company in the world in the 1980’s by merging Prestolite, General Battery and Exide and advised on over $4 billion of M&A transactions (completed over 300 deals). He is a past Director of the Stern School of Business of NYU where he obtained his BS and MBA. He also has US and foreign law degrees from Boston College and The Hague Academy of International Law, respectively.
On June 24, 2019, the Board accepted Ms. Mina Sooch resignation from her role as director and her membership and Chairmanship of the Compensation Committee and her membership on the Audit Committee of the Board. The resignation was not due to any disagreement on any matter relating to the Company’s operations, policies or practices.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 28, 2019
BIOVIE INC. | |
By: /s/ Wendy Kim Name: Wendy Kim Title: Chief Financial Officer |
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