SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2022 • Biovie Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2022, between BioVie Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2023 • Biovie Inc. • Pharmaceutical preparations • New York
The undersigned, BioVie Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of BioVie Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., and Kingswood Capital Markets, Division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIOVIE INC.Biovie Inc. • March 4th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioVie, Inc., a Nevada corporation (the “Company”), up to _______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT biovie, Inc.Common Stock Purchase Warrant • March 4th, 2024 • Biovie Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from BioVie, Inc., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BIOVIE INC. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 31st, 2022 • Biovie Inc. • Pharmaceutical preparations • New York
EXHIBIT ABiovie Inc. • March 31st, 2023 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioVie, Inc., a Nevada corporation (the “Company”), up to _____________ shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES 2022-I COMMON STOCK PURCHASE WARRANT BioVie Inc.Biovie Inc. • July 18th, 2022 • Pharmaceutical preparations
THIS SERIES 2022-I COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Acuitas Group Holdings, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioVie Inc., a Nevada corporation (the “Company”), up to 7,272,728 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between BIOVIE INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.Underwriting Agreement • September 8th, 2020 • Biovie Inc. • Pharmaceutical preparations • New York
The undersigned, BioVie Inc., a corporation formed under the laws of the State of nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of BioVie Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., and Kingswood Capital Markets, Division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 5th, 2017 • Biovie Inc. • Pharmaceutical preparations • Nevada
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 4, 2017, by and between BIOVIE INC., a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 2nd, 2019 • Biovie Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2019 (the “Issuance Date”) between BioVie Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2017 • Biovie Inc. • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 4, 2017, by and between BIOVIE INC., a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 4th, 2024 • Biovie Inc. • Pharmaceutical preparations • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by BioVie Inc., a Nevada corporation (the “Company”), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 21,000,000 shares (the “Shares”) of the Company’s class A common stock, $0.0001 par value per share (the “Common Stock”), and/or pre-funded common stock purchase warrants to purchase one share of Common Stock (the “Pre-Funded Warrants”), together with common stock purchase warrants to purchase up to 10,500,000 shares of Common Stock (the “Warrants,” the shares of Common Stock underlying the Pre-Funded Warrants and Warrants, the “Warrant Shares”, and the Shares, the Pre-Funded Warrants, Warrants and the Warrant Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”). The purchase price to
10% OID CONVERTIBLE Delayed draw DEBENTUREBiovie Inc. • September 25th, 2019 • Pharmaceutical preparations • New York
THIS 10% ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is a series of duly authorized and validly issued 10% OID Convertible Delayed Draw Debentures of BioVie Inc., a Nevada corporation, (the “Company”), having its principal place of business at 2120 Colorado Boulevard, Suite 230, Los Angeles, California, designated as its 10% OID Convertible Delayed Draw Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2018 • Biovie Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2018, between BioVie Inc., a Nevada corporation (the “Company”), Acuitas Group Holdings, LLC (“Acuitas”) and the purchasers identified on the signature pages hereto (together with Acuitas, collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENT Dated as of November 30, 2021 between BIOVIE INC. a Nevada corporation, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“AVOF 2”), as a lender and AVENUE VENTURE OPPORTUNITIES...Loan and Security Agreement • December 1st, 2021 • Biovie Inc. • Pharmaceutical preparations • California
This Loan and Security Agreement dated as of November 30, 2021 is by and between Borrower (as defined in the Supplement (as defined below)), Agent (as defined in the Supplement (as defined below)) and Lender (as defined in the Supplement (as defined below)) (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this Loan Agreement and one or more Supplements executed by Borrower and Lender which incorporate this Loan Agreement by reference. Each Supplement constitutes a supplement to and forms part of this Loan Agreement, and will be read and construed as one with this Loan Agreement, so that this Loan Agreement and any Supplement constitute a single agreement between the parties (this Loan Agreement and the Supplement, each as amended, amended and restated, supplemented, or otherwise modified from time
ContractBiovie Inc. • October 9th, 2019 • Pharmaceutical preparations • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIOVIE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2019 • Biovie Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2019, between BioVie Inc., a Nevada corporation (the “Company”) and Acuitas Group Holdings, LLC (“Acuitas” or the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2022 • Biovie Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2022 by and between BioVie Inc., a Nevada corporation (the “Company”), and Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”). The Company and Acuitas are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
Re: Employment Agreements Dear Penny:Confidential Information and Invention Assignment Agreement • November 10th, 2021 • Biovie Inc. • Pharmaceutical preparations • Virginia
BioVie, Inc., a Nevada corporation (the “Company”) is pleased to offer you the position of Executive Vice President, Liver Disease Research and Development, on the following terms.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 10th, 2021 • Biovie Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 9, 2021 by and among BioVie Inc., a Nevada corporation (“Buyer”), NeurMedix, Inc., a Delaware corporation (“Seller”), and Acuitas Group Holdings, LLC, a California limited liability company (“Guarantor”), solely for purposes of Section 10.16 of the Agreement (as defined below). Buyer, Seller and the Guarantor may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
ASSET PURCHASE AGREEMENT by and among BIOVIE INC., AS BUYER, NEURMEDIX, INC., AS SELLER, and ACUITAS GROUP HOLDINGS, LLC, AS GUARANTOR Dated as of April 27, 2021 ARTICLE I SALE AND PURCHASE OF ASSETS; CLOSINGAsset Purchase Agreement • April 27th, 2021 • Biovie Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2021, by and among BioVie Inc., a Nevada corporation (“Buyer”), NeurMedix, Inc., a Delaware corporation (“Seller”), and Acuitas Group Holdings, LLC, a California limited liability company (“Guarantor”), solely for purposes of Section 10.16. Buyer, Seller and the Guarantor may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
February 10, 2020 Acuitas Group Holdings, LLC Suite 230 Santa Monica, CA 90404 Attention: Terren Peizer Dear Mr. Peizer:Letter Agreement • February 13th, 2020 • Biovie Inc. • Pharmaceutical preparations • New York
Reference is hereby made to the following documents: (i) that certain Securities Purchase Agreement, dated July 3, 2018, by and among BioVie Inc., a Nevada corporation (“BioVie”), Acuitas Group Holdings, LLC (“Acuitas”), and the other purchasers identified on the signature pages thereto (the “Initial Securities Purchase Agreement”), (ii) that certain letter agreement dated June 24, 2019 between BioVie and Acuitas (the “Letter Agreement”), and (iv) that certain Securities Purchase Agreement, dated September 24, 2019 between BioVie and Acuitas (the “Bridge Securities Purchase Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Original Securities Purchase Agreement or the Bridge Securities Purchase Agreement, as applicable.
Re: Employment Agreement Dear Jonathan,Confidential Information and Invention Assignment Agreement • November 10th, 2021 • Biovie Inc. • Pharmaceutical preparations • Illinois
BioVie, Inc., a Nevada corporation (the “Company”) is pleased to offer you the position of Executive Vice President, Cirrhosis Programs on the following terms.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2019 • Biovie Inc. • Pharmaceutical preparations • New York
This Amendment (this “Amendment”), dated as of October 9, 2019, amends certain provisions of the Securities Purchase Agreement (the “Agreement”) dated as of September 24, 2019, between BioVie Inc., a Nevada corporation (the “Company”) and Acuitas Group Holdings, LLC (“Acuitas” or the “Purchaser”). All terms used but not defined herein shall have the meanings assigned to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2019 • Biovie Inc. • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of April 11, 2016, (the “Effective Date”) by and between NanoAntibiotics, Inc. (the “Company”), and Jonathan M. Adams (“Executive”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 10th, 2023 • Biovie Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of January 13, 2023, by and among BioVie Inc., a Nevada corporation (“Buyer”), Acuitas Group Holdings, LLC, a California limited liability company (as successor to NeurMedix, Inc., a Delaware corporation) (“Seller”), and Acuitas Group Holdings, LLC, a California limited liability company (“Guarantor”), solely for purposes of Section 10.16 of the Agreement (as defined below). Buyer, Seller and the Guarantor may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
June 24, 2019 Acuitas Group Holdings, LLC Santa Monica, CA 90404 Attention: Terren Peizer Dear Mr. Peizer:Letter Agreement • July 1st, 2019 • Biovie Inc. • Pharmaceutical preparations • New York
Reference is hereby made to the following documents: (i) that certain Securities Purchase Agreement, dated July 3, 2018, by and among BioVie Inc., a Nevada corporation (“BioVie”), Acuitas Group Holdings, LLC (“Acuitas”), and the other purchasers identified on the signature pages thereto (the “Securities Purchase Agreement”), and (ii) that certain Common Stock Purchase Warrant, No. B-1 and B-2, issued by BioVie to Acuitas on July 3, 2018 (collectively, the “Warrant”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Securities Purchase Agreement.
GENERAL ASSIGNMENTGeneral Assignment • October 15th, 2013 • Nanoantibiotics, Inc. • Pharmaceutical preparations
AGREEMENT entered into by and between Kard Scientific, Inc and Rajah Menon, hereinafter referred to as "Assignor" and NanoAntibiotics, Inc. hereinafter referred to as "Assignee," on this 3rd day of October 2013.
SUPPLEMENT to the Loan and Security Agreement dated as of November 30, 2021 between BioVie Inc. (“Borrower”) and Avenue Venture Opportunities Fund, L.P. II, a Delaware limited partnership (“AVOF 2”), as a lender and Avenue Venture Opportunities Fund,...Loan and Security Agreement • December 1st, 2021 • Biovie Inc. • Pharmaceutical preparations
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of November 30, 2021 (as amended, restated, supplemented and modified from time to time, the “Loan Agreement”), by and among Borrower, Lenders and Agent. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in the Loan Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan Agreement and this Supplement, this Supplement is controlling.
SERIES A UNIT SUBSCRIPTION AGREEMENT NANOANTIBIOTICS, INC. A NEVADA CORPORATIONSeries a Unit • August 15th, 2013 • Nanoantibiotics, Inc. • Florida
This Series A Unit Subscription Agreement (this “Agreement”) is made and entered into by and between the undersigned (the “Purchaser”) and NanoAntibiotics, Inc., a Nevada corporation (the “Company”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2019 • Biovie Inc. • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) to the Employment Agreement between NanoAntibiotics, Inc. (now, BioVie Inc. (“BioVie” or “Company”)) and Jonathan Adams (“Adams” or “Executive”), dated April 11, 2016 (“Agreement”) is entered into between Adams and BioVie as of July 3, 2018 (“Effective Date”).
