BioVie Inc. filed a Current Report on Form 8-K on November 6, 2026, disclosing a securities purchase agreement and concurrent private placement that closed on November 5, 2026, raising approximately $4.74 million in aggregate gross proceeds.

Key Highlights

  • Gross proceeds: approximately $4.74 million, before placement agent fees and other offering expenses, according to the filing.
  • Shares offered: 960,000 shares of Class A common stock at $1.60 per share, plus 2,002,500 pre-funded warrants at $1.5999 per warrant.
  • Common Warrants: 2,962,500 warrants issued in a concurrent private placement, each exercisable at $1.70 per share beginning six months after issuance and expiring five years after that date.
  • Placement agent: A.G.P./Alliance Global Partners, receiving a cash fee equal to 7.0% of aggregate gross proceeds plus reimbursement of certain expenses.
  • Use of proceeds: the company disclosed it intends to use net proceeds for working capital and general corporate purposes.
  • Lock-up period: directors and executive officers agreed not to sell or transfer company securities for 60 days following the November 5, 2026 closing date.

BioVie's November 2026 Offering: Structure, Terms, and Restrictions

According to the filing, BioVie Inc. (NASDAQ:BIVI) entered into a securities purchase agreement on November 3, 2026, with an institutional investor. The registered direct offering comprised 960,000 shares of Class A common stock, par value $0.0001 per share, priced at $1.60 per share, and 2,002,500 pre-funded warrants priced at $1.5999 each. The pre-funded warrants carry an exercise price of $0.0001 per share, are immediately exercisable, and may be exercised until all are exercised in full, the filing stated.

In a concurrent private placement, the company agreed to issue 2,962,500 Common Warrants, each with an exercise price of $1.70 per share. The filing noted that these warrants will become exercisable on the six-month anniversary of issuance and will expire on the five-year anniversary of that same date. The Common Warrants and the shares underlying them were not registered under the Securities Act and were offered pursuant to the exemption in Section 4(a)(2) and/or Rule 506(b), according to the filing. The company also agreed to file a registration statement covering the resale of the Common Warrant Shares.

The shares and pre-funded warrants were offered under the company's shelf registration statement on Form S-3 (File No. 333-296924), which was filed June 18, 2026, and declared effective by the SEC on June 29, 2026, with a prospectus supplement dated November 3, 2026. The filing also disclosed that, subject to certain exceptions, the company agreed not to issue additional shares or Common Stock equivalents, or file a new registration statement, for 60 days after the closing date, and not to effect any "variable rate transaction" (as defined in the Purchase Agreement) for six months after closing.

What Was Disclosed

BioVie disclosed the terms of a registered direct offering and concurrent private placement that closed November 5, 2026, generating approximately $4.74 million in gross proceeds, along with related lock-up, issuance restrictions, and placement agent compensation details.