SEC Form SC 13D/A filed by BioVie Inc. (Amendment)

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

BIOVIE INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09074F 108

(CUSIP Number of Class of Securities)

Terren S. Peizer

Acuitas Group Holdings, LLC

2120 Colorado Avenue, #230

Santa Monica, California 90404

310-444-4321

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

April 27, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

Amendment No. 3 to SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer”) (collectively, the “Reporting Persons”) on July 3, 2018, as amended by Amendment No. 1 filed on September 25, 2019, and Amendment No. 2 filed on September 23, 2020 (as so amended, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”), relating to the Class A common stock, par value $0.0001 per share (“Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”). The address of the Issuer’s principal executive office is 2120 Colorado Avenue, #230, Santa Monica, California 90404.

Except as specifically amended by this Amendment, items in the Original Statement are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Statement.

Item 4 of the Statement is hereby amended and supplemented to include the following information:

“On April 27, 2021, Acuitas and NeurMedix, Inc., a Delaware corporation that is indirectly wholly owned by Mr. Peizer (“NeurMedix”), entered into an Asset Purchase Agreement, dated as of April 27, 2021 (the “Purchase Agreement”), by and among the Company, NeurMedix and Acuitas (solely for purposes of Section 10.16 thereof). A copy of the Purchase Agreement is attached hereto as Exhibit 10.2.

Pursuant to the Purchase Agreement, the Company has agreed to acquire certain assets from NeurMedix and assume certain liabilities of NeurMedix, in exchange for the consideration described below (the “Transaction”). The purchased assets include, among others, those related to certain drug candidates being developed by NeurMedix, including NE3107, a small molecule orally administered inhibitor of insulin resistance and the pathological inflammatory cascade, with a novel mechanism of action that has potential applications for treatment against Alzheimer’s Disease and Parkinson’s Disease.

Pursuant to the Purchase Agreement, at the closing of the Transaction, the Company will issue to NeurMedix 8,356,240 newly issued shares of the Issuer’s Common Stock and make a cash payment equal to the aggregate amount of NeurMedix’s direct and documented cash expenditures to advance certain clinical programs from March 1, 2021 through the closing, which cash payment is estimated to be approximately $3.0 million. Immediately following the consummation of the Transaction, the Reporting Persons will beneficially own in the aggregate 87.5% of the issued and outstanding shares of the Issuer’s Common Stock. In addition, subject to the terms and conditions of the Purchase Agreement, following the closing, the Company will be obligated to deliver contingent consideration to NeurMedix (or its successor) consisting of (i) a cash payment of approximately $7.3 million, subject to a pivotal clinical trial for NE3107 meeting its primary endpoint(s) and the Company having successfully raised at least $50 million in new capital after the date of the Purchase Agreement, and (ii) newly issued shares of the Issuer’s Common Stock having an aggregate value of up to $3.0 billion (determined as set forth in the Purchase Agreement), but not to exceed such number of shares that, together with all other shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons as of such time, would represent in the aggregate 89.9999% of the total shares of the Issuer’s Common Stock issued and outstanding immediately upon such issuance, subject to the achievement of certain clinical, regulatory and commercial milestones related to the drug candidates to be acquired by the Company from NeurMedix, as more fully set forth in the Purchase Agreement. The Transaction is anticipated to close in the second quarter of calendar year 2021.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the complete copy of the Purchase Agreement attached hereto as Exhibit 10.2 and incorporated herein by reference.”

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

“(a)         The approximate aggregate percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons, as reported herein, is based on 13,958,516 shares of Common Stock of the Company issued and outstanding as of April 26, 2021, resulting in the Reporting Persons beneficially owning approximately 80.0% of the issued and outstanding Common Stock of the Issuer.

(b)           The Reporting Persons beneficially own an aggregate of 11,168,538 shares of Common Stock, representing in the aggregate approximately 80.0% of the total issued and outstanding shares of Common Stock of the Company. The Reporting Persons have the shared power to vote or direct to vote, and the shared power to dispose of or direct the disposition of, such shares of Common Stock. Although Mr. Peizer does not directly own any of the Company’s securities, he may be deemed a beneficial owner of the securities owned by Acuitas pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.”

Item 5(c) of the Statement is hereby supplemented with the following:

“Except as described in this Statement, the Reporting Persons had no transactions in the Common Stock of the Company in the past sixty (60) days.”

Item 6 of the Statement is hereby amended and supplemented to include the following information:

“The information set forth in Item 4 of this Statement is incorporated herein by reference.”

Item 7 of the Statement is hereby amended and supplemented to include the following information:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   April 27, 2021