UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission File Number: 001-39015

BIOVIE INC.

(Exact name of registrant as specified in its charter)

Nevada		46-2510769
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

680 W Nye Lane Suite 204

Carson City, NV 89703

(Address of principal executive offices, Zip Code)

(775)-888-3162

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BIVI	The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark if the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7362(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 17,768,174 shares of the Registrant’s Class A Common Stock, $0.0001 par value per share, outstanding as of November 7, 2024.

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements
	Condensed Balance Sheets at September 30, 2024 and June 30, 2024	4
	Condensed Statements of Operations and Comprehensive Loss - for the three months ended September 30, 2024 and 2023	5
	Condensed Statements of Changes in Stockholders’ Equity - for the three months ended September 30, 2024 and 2023	6
	Condensed Statements of Cash Flows - for the three months ended September 30, 2024 and 2023	7
	Notes to Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

SIGNATURES		34


	September 30,			June 30,
	2024			2024
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	20,023,405		$	23,843,798
Prepaid and other current assets		127,680			204,392
Total current assets		20,151,085			24,048,190

Operating lease right-of-use assets, net		390,777			406,726
Intangible assets, net		350,374			407,718
Goodwill		345,711			345,711

TOTAL ASSETS	$	21,237,947		$	25,208,345

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,452,972		$	3,586,912
Current portion of operating lease liabilities		63,664			60,343
Current portion of note payable, net of financing cost, unearned premium and discount of $820,242 at September 30, 2024 and $701,210 at June 30, 2024		3,320,242			5,701,210
Warrant liability		1,254			3,771
Total current liabilities		6,838,132			9,352,236

Operating lease liabilities, net of current portion		332,730			349,894

TOTAL LIABILITIES		7,170,862			9,702,130

Commitments and contingencies (Note 10)

STOCKHOLDERS' EQUITY :
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value; 800,000,000 shares authorized at September 30, 2024 and June 30, 2024, respectively; 7,982,986 shares issued of which 7,956,660 shares are outstanding at September 30, 2024; and 6,216,398 shares issued of which 6,190,072 shares outstanding at June 30, 2024		6,406			6,229
Additional paid in capital		352,770,440			349,732,674
Accumulated deficit		(338,709,734	)		(334,232,661	)
Treasury stock		(27	)		(27	)
Total stockholders' equity		14,067,085			15,506,215

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	21,237,947		$	25,208,345


	Three Months Ended			Three Months Ended
	September 30, 2024			September 30, 2023

OPERATING EXPENSES:
Amortization of intangible assets	$	57,344		$	57,344
Research and development expenses		1,990,198			8,875,659
Selling, general and administrative expenses		2,074,540			1,942,818
TOTAL OPERATING EXPENSES		4,122,082			10,875,821

LOSS FROM OPERATIONS		(4,122,082	)		(10,875,821	)

OTHER EXPENSE (INCOME):
Change in fair value of derivative liabilities		(2,517	)		(707,802	)
Interest expense		256,024			1,004,668
Interest income		(223,557	)		(462,223	)
TOTAL OTHER EXPENSE (INCOME), NET		29,950			(165,357	)

NET LOSS	$	(4,152,032	)	$	(10,710,464	)

Deemed dividend related to ratchet adjustment to warrants		325,041			-

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(4,477,073	)	$	(10,710,464	)

NET LOSS PER COMMON SHARE
- Basic	$	(0.70	)	$	(2.92	)
- Diluted	$	(0.70	)	$	(2.92	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- Basic		6,398,360			3,672,490
- Diluted		6,398,360			3,672,490

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(4,477,073	)	$	(10,710,464	)

Other comprehensive loss
Unrealized gain on available-for-sale investments		-			-
Reclassification of unrealized gains on available-for-sale investments upon settlement		-			(176,591	)
Total other comprehensive loss		-			(176,591	)
Comprehensive loss	$	(4,477,073	)	$	(10,887,055	)


														Accumulated
	Common Stock		Common Stock		Additional Paid in			Treasury Stock			Treasury Stock			Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Shares			Amount			Income			Deficit			Equity

Balance, June 30, 2023		3,645,183	$	3,643	$	316,385,759			(2,288	)	$	(2	)	$	176,591		$	(301,225,705	)	$	15,340,286

Stock-based compensation - stock options		-		-		808,027			-			-			-			-			808,027

Stock-based compensation - restricted stock units		-		-		380,834			-			-			-			-			380,834

Proceeds from issuance of common stock, net of costs of $118,891		43,220		4		1,905,832			-			-			-			-			1,905,836

Issuance of common stock from vesting of - restricted stock units		3,873		-		-			-			-			-			-			-

Net loss		-		-		-			-			-			-			(10,710,464	)		(10,710,464	)

Relcassification of unrealized gains on available for sale investments upon settlement		-		-		-			-			-			(176,591	)		-			(176,591	)

Balance, September 30, 2023		3,692,276	$	3,647	$	319,480,452			(2,288	)	$	(2	)	$	-		$	(311,936,169	)	$	7,547,928

Balance, June 30, 2024		6,216,398	$	6,229	$	349,732,674			(26,326	)	$	(27	)	$	-		$	(334,232,661	)	$	15,506,215

Stock-based compensation - stock options		-		-		118,898			-			-			-			-			118,898

Stock-based compensation - restricted stock units		-		-		301,491			-			-			-			-			301,491

Issuance of common stock from vesting of - restricted stock units		3,408		-		-			-			-			-			-			-

Stock-based compensation - issuance of common stock for services rendered		15,000		2		33,448			-			-			-			-			33,450

Proceeds from issuance of common stock, net of costs of $747,408		1,627,943		163		2,258,900			-			-			-			-			2,259,063

Issuance of additional shares for fractional shares effected by the reverse split		120,237		12		(12	)		-			-			-			-			-

Deemed dividend for ratchet adjustment to warrants		-		-		325,041			-			-			-			(325,041	)		-

Net Loss		-		-		-			-			-			-			(4,152,032	)		(4,152,032	)

Balance, September 30, 2024		7,982,986	$	6,406	$	352,770,440			(26,326	)	$	(27	)	$	-		$	(338,709,734	)	$	14,067,085


	September 30, 2024		September 30, 2023
	Number of Shares		Number of Shares
Stock Options		517,996		395,286
Warrants		4,316,002		777,029
Restricted Stock Units		34,564		55,773
Notes payable conversion option		35,817		71,633
Total		4,904,379		1,299,721

Schedule of intangible assets
	September 30, 2024			June 30, 2024

Intellectual Property	$	2,293,770		$	2,293,770
Less: Accumulated Amortization		(1,943,396	)		(1,886,052	)
Intellectual Property, Net	$	350,374		$	407,718

Schedule of future amortization expense
Year ending June 30, 2025 (Remaining 9 months)	$	172,033
2026		178,341
	$	350,374

Schedule of note payable
	September 30, 2024			June 30, 2024

Current portion of Notes Payable	$	2,500,000		$	5,000,000
Less: debt financing costs		(2,364	)		(11,820	)
Less: unearned discount		(22,242	)		(111,212	)
Plus: accretion of Loan Premium		844,848			824,242
Current portion of Notes Payable, net of financing costs, unearned premium and discount	$	3,320,242		$	5,701,210


	Unearned Discount		Debt Financing Costs		Loan Premium

Year ending June 30, 2025 (Remaining 9 months)	$	22,242	$	2,364	$	5,152
Total	$	22,242	$	2,364	$	5,152


	Fair Value Measurements at
	September 30, 2024
	Level 1		Level 2		Level 3		Total

Derivative liability - Warrants	$	-	$	-	$	1,254	$	1,254
Derivative liability - Conversion Option		-		-		-		-
Total derivative liabilities	$	-	$	-	$	1,254	$	1,254


	Derivative liabilities - Warrants			Derivative liability - Conversion Option on Convertible Debenture
Balance at June 30, 2024	$	3,771		$	-
Additions to level 3 liabilities		-			-
Change in fair value of level 3 liabilities		(2,517	)		-
Transfer in and/or out of Level 3		-			-
Balance at September 30, 2024	$	1,254		$	-

	Derivative liability - Warrants			Derivative liability - Conversion Option
Balance at June 30, 2023	$	894,280		$	925,762
Additions to level 3 liabilities		-			-
Change in fair value of level 3 liabilities		(271,883	)		(435,919	)
Transfer in and/or out of level 3		-			-
Balance at September 30, 2023	$	622,397		$	489,843


	Options			Weighted-Average Exercise Price		Weighted Remaining Average Contractual Term		Aggregate Intrinsic Value
Outstanding at June 30, 2024		518,076		$	54.11		6.1	$	-
Options Expired		(80	)		87.50		-		-
Outstanding at September 30, 2024		517,996		$	54.10		5.9	$	-
Exercisable at September 30, 2024		321,382		$	66.77		4.7	$	-


	Number of Shares			Weighted Average Grant Date Fair Value Per Share

Unvested at June 30, 2024		40,291		$	44.59
Vested		(3,409	)		30.10
Canceled		(1,159	)		-
Unvested at September 30, 2024		35,723		$	46.99

Summary of warrants activity
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at June 30, 2024		1,932,029			14.03		4.0		-
Granted		2,658,840			1.54		5.0		-
Exercised		(265,000	)		1.53		-		-
Expired		(9,867	)		22.50		-		-
Outstanding and exercisable at September 30, 2024		4,316,002		$	5.66		4.5	$	-

Schedule of deferred tax assets
	September 30, 2024		June 30, 2024
Assets
Operating lease right-of-use asset, net	$	390,777	$	406,726

Liabilities
Current portion of operating lease liability	$	63,664	$	60,343
Operating lease liability, net of current portion		332,730		349,894
Total operating lease liability	$	396,394	$	410,237


Year ending June 30, 2025 (Remaining 9 months)	$	89,199
2026		122,042
2027		126,313
2028		130,734
2029		77,796
Total minimum lease payments		546,084
Less amount representing interest		(149,690	)
Present value of future minimum lease payments		396,394
Less current portion of operating lease liability		(63,664	)
Operating lease liability, net of current portion	$	332,730


	September 30, 2024			June 30, 2024

Weighted average remaining lease term (Years)
Operating lease		4.3			4.6
Weighted average discount rate
Operating lease		15.00	%		15.00	%

	Three Months Ended			Three Months Ended		Increase
	September 2024			September 2023		(Decrease)

New Development

Sunrise PD Phase 2	$	241,000		$	-	$	241,000
Long Covid Program, net of $325,000 reimbursement		145,000			-		145,000
	$	386,000		$	-	$	386,000

Completed Studies

Ascites BIV201 Phase 2b	$	(60,000	)	$	384,000	$	(444,000	)
AD mild to moderate pivotal Phase 3		27,000			3,636,000		(3,609,000	)
PD Phase 2		-			440,000		(440,000	)
Investigator-Initiated studies		-			1,081,000		(1,081,000	)
	$	(33,000	)	$	5,541,000	$	(5,574,000	)

4.1		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 22, 2024).

4.2		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 24, 2024).

4.3		Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 29, 2024).

10.1***		Placement Agent Agreement, dated October 21, 2024, by and between the Company and the Placement Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 22, 2024).

10.2***		Placement Agent Agreement, dated October 23, 2024, by and between the Company and the Placement Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 24, 2024).

10.3***		Placement Agent Agreement, dated October 28, 2024, by and between the Company and the Placement Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 29, 2024).

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer (Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1**		Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith.

**	Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Signature	Titles	Date

/s/ Cuong V Do
Cuong V Do	Chairman and Chief Executive Officer (Principal Executive Officer)	November 13, 2024

/s/ Joanne Wendy Kim
Joanne Wendy Kim	Chief Financial Officer (Principal Financial and Accounting Officer)	November 13, 2024

SEC Form 10-Q filed by BioVie Inc.