BioVie Inc. Announces Closing of Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

BioVie Inc. (Nasdaq: BIVI) has announced the closing of its previously announced registered direct offering and concurrent private placement. The company sold 4,443,000 shares of common stock at $1.50 per share in a registered direct offering. Additionally, in a private placement, BioVie issued unregistered warrants to purchase up to 4,443,000 shares of common stock at an exercise price of $1.37 per share.

The gross proceeds from the offering amount to $6,664,500. BioVie intends to use the net proceeds primarily for working capital and general corporate purposes. ThinkEquity acted as the sole placement agent for the offering. The common stock was offered through a shelf registration statement, while the warrants were issued in a private placement under exemptions from registration.

Positive

• Raised $6,664,500 in gross proceeds to support working capital and general corporate purposes
• Successfully closed both a registered direct offering and a concurrent private placement
• Warrants issued with an exercise price of $1.37, which is below the offering price of $1.50 per share

Negative

• Potential dilution for existing shareholders due to the issuance of 4,443,000 new shares
• Additional potential dilution if warrants for 4,443,000 more shares are exercised in the future
• Offering price of $1.50 per share indicates a relatively low valuation for the company

Insights

Financial Analyst

BioVie's $6.66 million capital raise through a registered direct offering and concurrent private placement is a significant development for this clinical-stage biotech company. The offering price of $1.50 per share represents a 13.8% discount to the previous closing price, which is within typical ranges for such transactions. The inclusion of warrants with a $1.37 exercise price provides additional potential upside for investors but also introduces dilution risk.

The company's intent to use proceeds for working capital and general corporate purposes suggests a focus on extending its operational runway. For a company with a market cap of about $39 million, this infusion represents a substantial 17% increase in available capital. However, investors should note that biotech companies often require significant ongoing funding for clinical trials and R&D.

While this financing provides short-term stability, it's important to monitor BioVie's burn rate and progress in its clinical pipeline to assess long-term value creation potential. The market's reaction to this dilutive event will be telling of investor sentiment towards the company's prospects.

Legal Expert

The structure of BioVie's offering as a registered direct offering for common stock and a concurrent private placement for warrants is a nuanced approach to capital raising. This dual structure allows the company to leverage its existing S-3 shelf registration for the stock component while using a private placement for the warrants to avoid additional registration requirements.

The 6-month delay in warrant exercisability and the 5-year expiration are standard terms that balance immediate dilution concerns with long-term funding potential. The $1.37 warrant exercise price, set below the offering price, provides an incentive for future exercise but may also pressure the stock price.

Investors should be aware that the privately placed warrants and underlying shares are restricted securities, subject to resale limitations under Rule 144. This could impact liquidity for warrant holders. The company's disclosure about the offering not being registered under the Securities Act is a important legal point, emphasizing the restricted nature of these securities.

CARSON CITY, Nev., Oct. 22, 2024 (GLOBE NEWSWIRE) -- BioVie Inc. (Nasdaq: BIVI), (“BioVie” or the “Company”), a clinical-stage company developing innovative drug therapies to treat chronic debilitating conditions including liver disease and neurological and neuro-degenerative disorders, today announced the closing of its previously announced registered direct offering of 4,443,000 shares of its common stock priced at-the-market under Nasdaq rules at a price of $1.50 per share.

In a concurrent private placement (the "Private Placement"), the Company also issued and sold unregistered warrants to purchase up to 4,443,000 shares of its common stock (“Warrants”), with each Warrant exercisable for one share of common stock at an exercise price of $1.37 per share. Each Warrant will be exercisable beginning six months following issuance and will expire five years following the initial exercise date.
The gross proceeds to the Company from the offering are $6,664,500, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from the offering primarily for working capital and general corporate purposes.

ThinkEquity acted as sole placement agent for the offering.

The shares of common stock offered in the registered direct offering (but excluding the unregistered Warrants offered in the concurrent private placement and the shares of common stock underlying such Warrants) were offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-274083), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 18, 2023 and declared effective on August 28, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the offering was filed with the SEC and is available on its website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004.

The offer and sale of the Warrants in the private placement were made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying such Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Warrants offered in the private placement and the underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BioVie Inc.

BioVie Inc. (NASDAQ: BIVI) is a clinical-stage company developing innovative drug therapies for the treatment of neurological and neurodegenerative disorders (Long COVID, Alzheimer's disease and Parkinson’s disease) and advanced liver disease. In neurodegenerative disease, the Company’s drug candidate bezisterim inhibits inflammatory activation of extracellular signal-regulated kinase and the transcription factor, Nuclear factor- kB, and the associated neuroinflammation and insulin resistance but not ERK and NFkB homeostatic functions (e.g., insulin signaling and neuron growth and survival). Both neuroinflammation and insulin resistance are drivers of AD and PD. Persistent systematic inflammation and neuroinflammation are key features in patients with neurological symptoms of Long COVID. In liver disease, the Company’s Orphan drug candidate BIV201 (continuous infusion terlipressin), with FDA Fast Track status, is being evaluated and discussed with guidance received from the FDA regarding the design of Phase 3 clinical testing of BIV201 for the reduction of further decompensation in participants with liver cirrhosis and ascites. The active agent is approved in the U.S. and in about 40 countries for related complications of advanced liver cirrhosis. For more information, visit www.bioviepharma.com. 

Forward-Looking Statements
This press release contains forward-looking statements, which may be identified by words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. Although BioVie Inc. believes such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Actual results may vary materially from those expressed or implied by the statements herein due to the Company's ability to successfully raise sufficient capital on reasonable terms or at all, available cash on hand and contractual and statutory limitations that could impair our ability to pay future dividends, our ability to complete our pre-clinical or clinical studies and to obtain approval for our product candidates, our ability to successfully defend potential future litigation, changes in local or national economic conditions as well as various additional risks, many of which are now unknown and generally out of the Company's control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. BioVie Inc. does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law.

For Investor Relations Inquiries:
	Bruce Mackle
	Managing Director, LifeSci Advisors, LLC
	bmackle@lifesciadvisors.com
For Media Relations Inquiries:
	Melyssa Weible
	Managing Partner, Elixir Health Public Relations
	mweible@elixirhealthpr.com

 

 

FAQ

How much did BioVie (BIVI) raise in its recent offering?

BioVie (BIVI) raised $6,664,500 in gross proceeds from its registered direct offering and concurrent private placement of warrants.

What was the price per share for BioVie's (BIVI) registered direct offering?

BioVie (BIVI) priced its registered direct offering at $1.50 per share of common stock.

How many shares of common stock did BioVie (BIVI) sell in its offering?

BioVie (BIVI) sold 4,443,000 shares of common stock in its registered direct offering.

What are the terms of the warrants issued by BioVie (BIVI) in the private placement?

BioVie (BIVI) issued warrants to purchase up to 4,443,000 shares at an exercise price of $1.37 per share, exercisable after six months and expiring five years from the initial exercise date.

How does BioVie (BIVI) plan to use the proceeds from the offering?

BioVie (BIVI) intends to use the net proceeds primarily for working capital and general corporate purposes.