What changed in this filing

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Item 1. Financial Statements

2022-02-08 compared with 2021-11-10 · 731 added, 462 removed, 154 unchanged (89% of the section changed)

Financial Statements

Balance Sheets

September 30,

Condensed Balance Sheets

CURRENT ASSETS:

7 unchanged sentences

Current portion of other liabilities

Warrant liabilities

Embedded derivative liability

Total current liabilities

Other liabilities

Note Payable net of financing costs and unearned premium and discount ($3,888,813)

TOTAL LIABILITIES

6 unchanged sentences

Common stock, $ 0.0001 par value;

800,000,000 shares authorized at September 30, 2021 and June 30, 2021, respectively;

24,962,373 and 22,333,324 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively

800,000,000 shares authorized at December 31, 2021 and June 30, 2021, respectively;

24,984,083 and 22,333,324 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively

Additional paid in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

accompanying notes to unaudited condensed financial statements

Statements of Operations

See accompanying notes to unaudited condensed financial

Condensed Statements of Operations

Three Months Ended

Six Months Ended

December 31 2021

December 31 2020

December 31 2021

December 31 2020

OPERATING EXPENSES:

4 unchanged sentences

( 6,665,010 )

OTHER EXPENSE (INCOME) EXPENSE:

( 3,063,365 )

( 12,212,294 )

( 3,450,120 )

OTHER (INCOME) EXPENSE:

Change in fair value of derivative liabilities

( 1,555,254 )

( 8,279,919 )

Interest expense

Interest income

TOTAL OTHER INCOME, NET

TOTAL OTHER EXPENSE (INCOME), NET

( 1,250,693 )

( 1,257,224 )

( 7,726,229 )

NET (LOSS)/INCOME

$ ( 5,414,317 )

$ ( 3,057,807 )

$ ( 10,955,070 )

Deemed dividends - related party

2 unchanged sentences

$ ( 3,057,807 )

$ ( 10,955,070 )

$ ( 49,322,211 )

NET LOSS PER COMMON SHARE

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

accompanying notes to unaudited condensed financial statements

Statements of Cash Flows

September 30,

See accompanying notes to unaudited condensed financial

Condensed Statements of Cash Flows

Six Months Ended

December 31, 2021

December 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Stock option based compensation expense

Interest expense from convertible debenture

Change in fair value of derivative liabilities

Amortization of financing costs

Accretion of unearned loan discount

Accretion of loan premium

Change in fair value of embedded derivative liability

( 2,225,798 )

Change in fair value of warrant liability

( 6,054,121 )

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

( 1,056,032 )

Other liabilities

7 unchanged sentences

Proceeds from convertible debenture - related party

Proceeds from note payable net of financing costs

Net cash provided by financing activities

7 unchanged sentences

Deemed dividends - related party

accompanying notes to unaudited condensed financial statements

Statements of Changes in Stockholders (Deficit) Equity

the Three Months Ended September 30, 2021 and September 30, 2020

See accompanying notes to unaudited condensed financial

Condensed Statements of Changes in Stockholders

Equity (Deficit)

For the periods July 1, 2020 though December 31,

2020 and July 1, 2021 through December 31, 2021

Stockholders

9 unchanged sentences

( 87,302,302 )

Stock-based compensation

( 3,057,807 )

Balance, December 31, 2020

$ 103,433,515

$ ( 90,360,109 )

Balance June, 30, 2021

8 unchanged sentences

( 230,426,175 )

Stock based compensation - restricted stock

Stock option based compensation

( 5,414,317 )

accompanying notes to unaudited condensed financial statements

to Condensed Financial Statements

the Three Months Ended September 30, 2021 and 2020

(the Company or we or our) is a clinical-stage company developing innovative drug therapies

to treat chronic debilitating conditions including liver disease and neurological and neuro-degenerative disorders and certain cancers.

liver disease, our Orphan Drug candidate BIV201 (continuous infusion terlipressin) is being developed as a future treatment option for

patients suffering from ascites and other life-threatening complications of advanced liver cirrhosis caused by NASH, hepatitis, and alcoholism.

( 5,414,317 )

Balance, December 31, 2021

$ 251,903,088

$ ( 235,840,492 )

See accompanying notes to unaudited condensed financial

Notes to Condensed Financial Statements

For the Six Months Ended December 31, 2021 and 2020

Background Information

(the Company or we or our)

is a clinical-stage company developing innovative drug therapies to treat chronic debilitating conditions including liver disease and

neurological and neuro-degenerative disorders and certain cancers.

In liver disease, our Orphan Drug candidate BIV201 (continuous infusion

terlipressin) is being developed as a future treatment option for patients suffering from ascites and other life-threatening complications

of advanced liver cirrhosis caused by NASH, hepatitis, and alcoholism.

The initial target for BIV201 therapy is refractory ascites.

These patients suffer from frequent life-threatening complications, generate

more than $5 billion in annual treatment costs, and have an estimated 50% mortality rate within 6 to 12 months.

The US Food and Drug

Administration (FDA) has not approved any drug to treat refractory ascites.

A Phase 2a clinical trial of BIV201 was completed in 2019,

and a multi-center, randomized 30-patient Phase 2b trial is currently underway.

As of October 31, 2021, the nine planned US study centers

have been activated and are actively screening patients, and multiple patients have been enrolled in the study.

The FDA has communicated

to us that pending positive Phase 2 study results, a sufficiently large and well-controlled Phase 3 trial, with supportive trend data

from the Phase 2b (statistical significance not required), could potentially yield the clinical data needed to apply for BIV201 marketing

The Phase 2b clinical trial protocol is summarized on www.clinicaltrials.gov, trial identifier NCT04112199.at nine US study

(NCT04112199).

Top-line results from this trial are expected in mid-2022, to be followed by a proposed single pivotal Phase

3 clinical trial beginning in late 2022.

In June 2021, BioVie received written feedback from the FDA in response to a Type B meeting

request to conduct a pivotal US Phase 3 clinical trial in HRS-AKI, which is a life-threatening complication of advanced ascites.

on the guidance received in subsequent communications with the FDA, we are revising certain elements of our proposed study and are planning

to initiate this study in early 2022.

patients suffer from frequent life-threatening complications, generate more than $5 billion in annual treatment costs, and have an estimated

50% mortality rate within 6 to 12 months.

The US Food and Drug Administration (FDA) has not approved any drug to treat refractory ascites.

A Phase 2a clinical trial of BIV201 was completed in 2019, and a multi-center, randomized 30-patient Phase 2b trial is currently underway.

As of December 31, 2021, ten of the thirteen planned US study centers had been activated and are actively screening patients, and multiple

patients have been enrolled in the study.

The FDA has communicated to us that pending positive Phase 2 study results, a sufficiently

large and well-controlled Phase 3 trial, with supportive trend data from the Phase 2b, could

potentially yield the clinical data needed to apply for BIV201 marketing approval.

The Phase 2b clinical trial protocol is summarized

on www.clinicaltrials.gov, trial identifier NCT04112199.

Top-line results from this trial are expected in mid-2022, to be followed by

a proposed single pivotal Phase 3 clinical trial beginning in late 2022, subject to favorable FDA review.

The BIV201 development program was initiated by LAT Pharma LLC.

19 unchanged sentences

In August 2021, the study was initiated and the Company

is anticipating top line results in late calendar year 2022.

In September 2021, the FDA authorized the Company to initiate a Phase 2

study assessing NE3107’s potential pro-motoric impact in Parkinson’s disease patients, and to assess its safety and tolerability.

The NM201 study (NCT05083260) is a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics study in Parkinson’s

Disease (PD) participants treated with carbidopa/levodopa and NE3107.

Forty patients with a defined L-dopa “off state” will

be randomized 1:1 placebo:

active 20 mg twice daily for 28 days.

Safety assessments will look at standard measures of patient health and

potential for drug-drug interactions affecting L-dopa PK and activity.

Efficacy assessments will use the Motor Disease Society Unified

Parkinson’s Disease Rating (MDS-UPDRS) parts 1-4, Hauser ON/OFF Diary, and Non-Motor Symptom Scale.

This study is planned to start

in early 2022.

is anticipating top line results in the first half of 2023.

On January 20, 2022, the Company initiated by treating the first patient, in its Phase 2

study assessing NE3107s safety and tolerability and potential pro-motoric impact in Parkinsons disease patients.

study (NCT05083260) is a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics study in Parkinsons Disease

Participants will be treated with carbidopa/levodopa and NE3107 or placebo.

Forty patients with a defined PD medication off

state will be randomized 1:1 placebo to:

active NE3107 20 mg twice daily for 28 days.

Safety assessments will look at standard

measures of patient health and potential for drug-drug interactions affecting L-dopa pharmacokinetics and activity.

Exploratory efficacy

assessments will use the Motor Disease Society Unified Parkinsons Disease Rating (MDS-UPDRS) parts 1-3, ON/OFF Diary, and Non-Motor

Symptom Scale.

Topline results are expected for the NM201 study in mid-2022.

Inflammation-driven insulin resistance is believed to be implicated in

3 unchanged sentences

Australia, Canada, Europe and South Korea.

Companys operations are subject to a number of factors that can affect its operating results and financial conditions.

include, but are not limited to:

the results of clinical testing and trial activities of the Companys products, the Companys

ability to obtain regulatory approval to market its products;

competition from products manufactured and sold or being developed by other

The Companys operations are subject to a number of factors that

can affect its operating results and financial conditions.

Such factors include, but are not limited to:

the results of clinical testing

and trial activities of the Companys products, the Companys ability to obtain regulatory approval to market its products;

competition from products manufactured and sold or being developed by other companies;

the price of, and demand for, Company products;

the Companys ability to negotiate favorable licensing or other manufacturing

and marketing agreements for its products;

and the Companys ability to raise capital.

The Companys financial statements

have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

As of September 30, 2021, the Company had working capital of approximately $ 19.3 million ,

cash of approximately $20.5 million, stockholders equity of approximately $20.2 million, and an accumulated deficit of approximately

$230.4 million.

In addition, the Company has not generated any revenues to date and no revenues are expected in the foreseeable future.

The Companys future operations are dependent on the success of the Companys ongoing development and commercialization efforts,

as well as its ability to secure additional financing as needed.

Although our cash balance could possibly sustain operations over the

next 12 months if measures are taken to delay planned expenditures in our research protocols and slow the progress in the Companys

clinical programs, the Companys current planned operations to meet certain goals and objectives, project cash flows to be depleted

within that period of time.

future viability of the Company is largely dependent upon its ability to raise additional capital to finance its operations.

expects that future sources of funding may include sales of equity, obtaining loans, or other strategic transactions.

emergence of widespread health emergencies or pandemics such as the coronavirus (COVID-19) pandemic (and its related variants),

may lead to continued regional quarantines, business shutdowns, labor shortages, disruptions to supply chains, and overall economic instability.

Although some jurisdictions have relaxed these measures, others have not or have reinstated them

as COVID-19 cases surge and variants emerge.

The duration and spread of the COVID-19 pandemic and the long-term impact of COVID-19

and its variants on the financial markets and the overall economy are highly uncertain and cannot be predicted at this time.

If the financial

markets and/or the overall economy are impacted for an extended period, the Companys ability to raise funds may be materially

adversely affected.

management continues to pursue the Companys strategic plans, there is no assurance that the Company will be successful in obtaining

sufficient financing on terms acceptable to the Company, if at all, to fund continuing operations.

These circumstances raise substantial

doubt on the Companys ability to continue as a going concern.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Accounting Policies

of Presentation – Interim Financial Information

unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally

accepted in the United State of America (U.S.

GAAP) for interim financial information and with the instructions to Form

10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the SEC) for Interim Reporting.

they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

The unaudited interim

condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of

management, considered necessary for a fair presentation of the results for the interim periods presented.

Interim results are not necessarily

indicative of the results for the full year.

The condensed balance sheet at June 30, 2021 was derived from audited annual financial statements

but does not contain all the footnote disclosures from the annual financial statements.

These unaudited interim condensed financial statements

and information included under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations

should be read in conjunction with the Companys audited financial statements for the fiscal years ended June 30, 2021 and 2020

in our Annual Report on Form 10-K filed with the SEC on August 30, 2021.

For a summary of significant accounting policies, see the Companys

Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 30, 2021.

loss per Common Share

net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of

shares of common stock outstanding during the period.

Diluted net loss per common share is computed by dividing the net loss attributable

to common stockholders by the weighted average number of shares of common stock outstanding and potentially outstanding shares of common

stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants,

and convertible debentures.

For the three months ended September 30, 2021 and 2020, such amounts were excluded from the diluted loss

since their effect was considered anti-dilutive due to the net loss for the period.

table below shows the number of outstanding stock options and warrants as of September 30, 2021 and 2020:

the Companys ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products;

Companys ability to raise capital.

The Companys financial statements have been prepared assuming the Company will continue

as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2021, the Company had working capital of approximately $ 26.2 million , cash of approximately $30.4 million, stockholders

equity of approximately $16.1 million, and an accumulated deficit of approximately $235.8 million.

In addition, the Company has not generated

any revenues to date and no revenues are expected in the foreseeable future.

The Companys future operations are dependent on the

success of the Companys ongoing development and commercialization efforts, as well as its ability to secure additional financing

Although our cash balance could possibly sustain operations over the next 12 months if measures are taken to delay planned

expenditures in our research protocols and slow the progress in the Companys clinical programs, the Companys current planned

operations to meet certain goals and objectives, project cash flows to be depleted within that period of time.

The future viability of the Company is largely dependent upon its

ability to raise additional capital to finance its operations.

Management expects that future sources of funding may include sales

of equity, obtaining loans, or other strategic transactions.

The continual widespread health emergencies or pandemics such as the coronavirus

(COVID-19) pandemic (and its related variants), has lead to continued regional quarantines, business shutdowns, labor shortages,

disruptions to supply chains, and overall economic instability.

Although some jurisdictions have

relaxed these measures, others have not or have reinstated them as COVID-19 cases surge and variants emerge.

The duration and spread

of the COVID-19 pandemic and the long-term impact of COVID-19 and its variants on the financial markets and the overall economy are highly

uncertain and cannot be predicted at this time.

If the financial markets and/or the overall economy are impacted for an extended period,

the Companys ability to raise funds may be materially adversely affected.

In addition, the COVID-19 pandemic has created a widespread

labor shortage, including a shortage of medical professionals, which may adversely impact our ability to continue or complete our clinical

trials in the planned timeline.

Although management continues to pursue the Companys strategic plans,

there is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to the Company, if at

all, to fund continuing operations.

These circumstances raise substantial doubt on the Companys ability to continue as a going

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Basis of Presentation – Interim Financial Information

These unaudited interim condensed financial statements and related notes have been prepared in

accordance with accounting principles generally accepted in the United State of America (U.S.

GAAP) for interim financial

information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the SEC)

for Interim Reporting.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete financial

The unaudited interim condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals)

that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented.

Interim results are not necessarily indicative of the results for the full year.

The condensed balance sheet at June 30, 2021 was

derived from audited annual financial statements for the year ended June 30, 2021 but does not contain all the footnote disclosures from

the annual financial statements.

These unaudited interim condensed financial statements and information included under the heading Managements

Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Companys

audited financial statements for the fiscal years ended June 30, 2021 and 2020 in our Annual Report on Form 10-K filed with the SEC on

August 30, 2021.

For a summary of significant accounting policies, see the Companys Annual Report on Form 10-K for the fiscal year

ended June 30, 2021, filed with the SEC on August 30, 2021.

prior period amounts have been reclassified for consistency with the current period presentation.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received from selling

an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining

the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact

and we consider assumptions.

market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions,

and risk of nonperformance.

This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as

Observable inputs such as quoted

prices in active markets;

Inputs, other than quoted prices

in active markets, that are observable either directly or indirectly;

Unobservable inputs in which there is little

or no market data, which require the reporting entity to develop its own assumptions

Net loss per Common Share

Basic net loss per common share is computed by dividing the net loss attributable

to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per common

share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock

outstanding and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from

common shares issuable through stock options, warrants, and convertible debentures.

For the three and six months ended December 31, 2021

and 2020, such amounts were excluded from the diluted loss since their effect was considered anti-dilutive due to the net loss for the

The table below shows the number of outstanding stock options and warrants

as of December 31, 2021 and 2020:

Schedule of Dilutive securities were excluded from the computation of diluted loss per share

September 30,

December 31, 2021

December 31, 2020

Number of Shares

Stock Options

Accounting Pronouncements

Company considers the applicability and impact of all Accounting Standards Updates (ASUs).

There were no recent

ASUs that are expected to have a material impact on the Companys balance sheets or statements of operations.

Companys intangible assets consist of intellectual property acquired from LAT Pharma, Inc.

and are amortized over their estimated

useful lives.

The following is a summary of the intangible assets as of September 30, 2021 and June 30, 2021 :

September 30,

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards

Updates (ASUs).

There were no recent ASUs that are expected to have a material impact on the Companys balance

sheets or statements of operations.

Intangible Assets

The Companys intangible assets consist of intellectual property

acquired from LAT Pharma, Inc.

and are amortized over their estimated useful lives.

The following is a summary of the intangible assets

as of December 31, 2021 and June 30, 2021:

December 31, 2021

June 30, 2021

4 unchanged sentences

Intellectual Property, Net

expense was $57,344 in each of the three-month periods ended September 30, 2021 and 2020.

The Company amortizes intellectual property

over the expected original useful lives of 10 years.

future amortization expense is as follows:

Amortization expense was $ 57,344 in each of the three-month periods ended

December 31, 2021 and 2020.

Amortization expense for the six-month period ended December 31, 2021 and 2020 was $ 114,689 and $ 114,688 respectively.

The Company amortizes intellectual property over the expected original useful lives of 10 years .

Estimated future amortization expense is as follows:

Schedule of Future expected Amortization of intangible assets

Year ending June 30, 2022 (Remaining nine months)

Year ending June 30, 2022 (Remaining six months)

Intellectual Property, Net

Party Transactions

Acquisition with NeurMedix

April 27, 2021, the Company entered into an Asset Purchase Agreement (APA) with NeurMedix and Acuitas Group Holdings, LLC

(Acuitas), which are related party affiliates, pursuant to which the Company acquired certain assets from NeurMedix and

assumed certain liabilities of NeurMedix, in exchange for consideration of cash and shares of common stock.

The acquired 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 Alzheimers Disease and Parkinsons Disease.

to the terms and conditions of the APA, following the closing, the Company was potentially obligated to deliver contingent stock consideration

to NeurMedix (or its successor).

Previously, the Company was obligated to deliver contingent stock consideration to NeurMedix (or its

successor) consisting of shares of the Companys common stock having an aggregate value of up to $3.0 billion, subject to the Companys

achievement of certain clinical, regulatory and commercial milestones related to the drug candidates to be acquired from NeurMedix, and

subject to a cap limiting each issuance of shares if such issuance would result in the beneficial ownership of NeurMedix and its affiliates

exceeding 89.9999% of the Companys issued and outstanding common stock.

Related Party Transactions

Asset Acquisition with NeurMedix

On April 27, 2021, the Company entered into an Asset Purchase Agreement

(APA) with NeurMedix and Acuitas Group Holdings, LLC (Acuitas), which are related party affiliates, pursuant

to which the Company acquired certain assets from NeurMedix and assumed certain liabilities of NeurMedix, in exchange for consideration

of cash and shares of common stock.

The acquired 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 Alzheimers Disease and Parkinsons

Subject to the terms and conditions of the APA, following the closing,

the Company was potentially obligated to deliver contingent stock consideration to NeurMedix (or its successor).

Previously, the Company

was obligated to deliver contingent stock consideration to NeurMedix (or its successor) consisting of shares of the Companys common

stock having an aggregate value of up to $3.0 billion, subject to the Companys achievement of certain clinical, regulatory and

commercial milestones related to the drug candidates to be acquired from NeurMedix, and subject to a cap limiting each issuance of shares

if such issuance would result in the beneficial ownership of NeurMedix and its affiliates exceeding 89.9999% of the Companys issued

and outstanding common stock.

Pursuant to Amendment No.

1 to the APA, dated May 9, 2021,

the Company is now obligated to deliver to NeurMedix (or its successor) 4.5 million shares upon the achievement of each of the four milestones

set forth in the APA, for an aggregate of up to 18 million shares, subject to a cap limiting the issuance of shares if such issuance

would result in the beneficial ownership of NeurMedix and its affiliates exceeding 87.5% of the Companys issued and outstanding

common stock.

June 10, 2021, and pursuant to the APA, the Company issued to Acuitas (as NeurMedixs assignee) 8,361,308 shares of the Companys

common stock and made a cash payment of approximately $2.3 million, representing NeurMedixs direct and documented cash expenditures

to advance certain programs from March 1, 2021 through the closing date and cash payments to other third parties for expenses totaling

approximately $4.0 million for due diligence, legal fees, transaction fees and the fairness opinion.

Since the transaction was between

entities under common control, there were no fair value adjustments of the purchased assets, and the historical cost basis of the purchased

assets was zero.

1 to the APA, dated May 9, 2021, the Company is now obligated to deliver to NeurMedix

(or its successor) 4.5 million shares upon the achievement of each of the four milestones set forth in the APA, for an aggregate of up

to 18 million shares, subject to a cap limiting the issuance of shares if such issuance would result in the beneficial ownership of NeurMedix

and its affiliates exceeding 87.5% of the Companys issued and outstanding common stock.

On June 10, 2021, and pursuant to the APA, the Company issued to Acuitas

(as NeurMedixs assignee) 8,361,308 shares of the Companys common stock and made a cash payment of approximately $2.3 million,

representing NeurMedixs direct and documented cash expenditures to advance certain programs from March 1, 2021 through the closing

date and cash payments to other third parties for expenses totaling approximately $4.0 million for due diligence, legal fees, transaction

fees and the fairness opinion.

Since the transaction was between entities under common control, there were no fair value adjustments of

the purchased assets, and the historical cost basis of the purchased assets was zero.

The total consideration paid was expensed as research and development expense

Transactions with Acuitas

September 22, 2020, concurrent with the closing of the Companys Offering, approximately $1.8 million was paid to Acuitas satisfying

all amounts owed on the Debenture due September 24, 2020 held by the Companys controlling stockholder, Acuitas.

Additionally,

in connection with the close of the public offering on September 22, 2020, the Company issued an aggregate of 6,909,582 shares of Common

Stock to Acuitas, representing (i) 5.4 million shares issuable pursuant to Acuitas rights under the Purchase Agreement dated July

3, 2018, as amended on June 24, 2019 and October 9, 2019;

and the various extension letters;

which resulted in a deemed dividend at the

close of the public offering at price of $10 per share, consistent with the Companys accounting policy;

and (ii) the automatic

exercise of 1.5 million warrants issued to Acuitas in connection with the Debenture financing at the par value of the Common Stock.

the year ended June 30, 2021, the Company received additional draws under the Debenture totaling $436,000.

The total draws as of September

22, 2020 were $1.7 million and the related total number of warrants issuable at $4.00 per share of common stock was 424,750 of which

328,250 warrants had been issued.

In accordance with the Debenture agreements, at September 22, 2020 upon the Companys close of

its public offering, all the warrants issued related to the debenture totaling 1,453,250 were mandatorily redeemed along with the additional

96,500 shares common stock issued to Acuitas.

liabilities represent retention bonus arrangements with certain employees.

Retention bonuses of $ 1,161,000 were expensed in the accompanying

statements of operations for three months ended September 30, 2021, and will be paid in equal monthly installments, which began in August

2021, over a 24-month period.

following table summarizes the activity relating to the Companys stock options for the three months ended September 30, 2021:

Exercise Price

Intrinsic Value

at the time of the transaction.

Equity Transactions with Acuitas

On September 22, 2020, concurrent with the closing of the Companys

Offering, approximately $1.8 million was paid to Acuitas satisfying all amounts owed on the Debenture due September 24, 2020 held by the

Companys controlling stockholder, Acuitas.

Additionally, in connection with the close of the public offering on September

22, 2020, the Company issued an aggregate of 6,909,582 shares of Common Stock to Acuitas, representing (i) 5.4 million shares issuable

pursuant to Acuitas rights under the Purchase Agreement dated July 3, 2018, as amended on June 24, 2019 and October 9, 2019;

the various extension letters;

which resulted in a deemed dividend at the close of the public offering at price of $10 per share, consistent

with the Companys accounting policy;

and (ii) the automatic exercise of 1.5 million warrants issued to Acuitas in connection with

the Debenture financing at the par value of the Common Stock.

During the year ended June 30, 2021, the Company received additional draws

under the Debenture totaling $436,000.

The total draws as of September 22, 2020 were $1.7 million and the related total number of warrants

issuable at $4.00 per share of common stock was 424,750 of which 328,250 warrants had been issued.

In accordance with the Debenture agreements,

at September 22, 2020 upon the Companys close of its public offering, all the warrants issued related to the debenture totaling

1,453,250 were mandatorily redeemed along with the additional 96,500 shares common stock issued to Acuitas.

Other Liabilities

liabilities represent retention bonus arrangements with certain employees that was recognized in August 2021 totaling $ 1,161,000 and

included in the accompanying statement of operations for six months ended December 31, 2021.

The payment terms are equal monthly installments

over a 24 month period and began in August 2021.

Notes Payable

On November 30, 2021, (the Closing Date) the Company entered

into a Loan and Security Agreement and the Supplement to the Loan and Security Agreement and Promissory Notes (together, the Loan

Agreement) with Avenue Venture Opportunities Fund, L.P.

(AVOPI and Avenue Venture Opportunities Fund II, L.P.

together (Avenue) for growth capital loans in an aggregate commitment amount of up to $20 million (the Loan).

On the closing date, $15 million funded (Tranche 1) and up to $5 million will be made available to the Company on or prior

to September 15, 2022, subject to the Companys achievement of certain milestones with respect to certain of its ongoing clinical

trials (Tranche 2).

The Loan bears interest at an annual rate equal to the greater of (a) the sum of 7.00% plus the prime

rate as reported in The Wall Street Journal and (b) 10.75%.

The Loan is secured by a lien upon and security interest in all of the Companys

assets, including intellectual property, subject to agreed exceptions.

The maturity date of the Loan is December 1, 2024.

An additional

growth capital loan in an amount equal to $5 million may be available (i) upon the Companys achievement of additional milestones

with respect to certain of its ongoing clinical trials (ii) upon the mutual written agreement of the Company and the Lenders each acting

in its sole discretion, and (iii) subject to execution and delivery by the Company and the Lenders of amendments to the loan documents

and the Warrant (as defined below) to reflect such additional loan and approval of each Lenders investment committee (Tranche

The Loan Agreement requires monthly interest-only payments during the first

eighteen months of the term of the Loan, which may be increased up to an additional six months from the end of such eighteen-month period

prior to receipt of the Tranche 2 Loan.

Following the interest-only period, the Company will make equal monthly payments of principal,

plus accrued interest, until the Loans maturity date when all remaining principal and accrued interest is due.

If the Company prepays

the Loan, it will be required to pay (a) a prepayment fee in an amount equal to 3.0% of the principal amount of the Loan that is prepaid

during the interest-only period;

and (b) a prepayment fee in an amount equal to 1.0% of the principal amount of the Loan that is prepaid

after the interest-only period.

At the Loans maturity date, or on the date of the prepayment of the Loan, a final payment equal

to 4.25% of the sum of (a) the Loan commitment amount under Tranche 1 and Tranche 2, plus (b) the aggregate principal amount of additional

growth capital loans borrowed under Tranche 3.

The Loan Agreement includes a conversion option to convert up to $5 million

of the principal amount of the Loan outstanding at the option of the Lenders, into shares of the Companys Class A common stock

at a conversion price of $6.98 per share.

On the Closing Date, the Company issued to the Lenders warrants to purchase

361,002 shares of Class A common stock of the Company (the Warrants) at an exercise price per share equal to $5.82 (the

Stock Purchase Price).

The warrants are exercisable until November 30, 2026 (the Expiration Date).

The amount of the carrying value of the notes payable were determined by allocating portions

of the outstanding principal of the notes to the fair value of the warrants of approximately $1.4 million and the fair value of the embedded

conversion option of approximately $2.2 million.

Accordingly, the total amount of unearned discount of approximately $3.7 million, the

total direct financing cost of approximately $390,000 and premium of $850,000 are recognized on an effective interest method over term

The adjusted effective interest rate is 25%.

The carrying value of notes payable at December 31, 2021 was approximately $11.1

million, net of unearned discount of approximately $3.5 million, unamortized direct costs of approximately $376,000 and accreted premium

of approximately $24,000 in the accompanying balance sheets.

The total interest expense of approximately $316,000 for the three and six

months ended December 31, 2021, was recognized in the accompanying statements of operations.

following is a summary of the Note Payable as of December 31, 2021 and June 30, 2021:

December 31, 2021

June 30, 2021

Less debt financing costs

Less unearned discount

$ (3,536,524 )

Plus accretion of loan premium

Note Payable, net of financing costs and premiums

future amortization expense and accretion of premium is as follows:

Unearned Discount

Debt Financing

Loan accretion Premium

Year ending June 30, 2022 (Remaining six months)

Fair Value Measurements

At December 31,2021 and June 30, 2021, the estimated fair value of

derivative liabilities measured on a recurring basis are as follows:

Fair Value Measurements at

December 31, 2021

Derivative liability - Warrants

Derivative liability -Conversion option

Total derivatives

Fair Value Measurements at

June 30, 2021

Derivative liability - Warrants

Derivative liability -Conversion option on convertible debenture

Total derivatives

The following table presents the activity for liabilities measured at fair

value unobservable inputs for the six months ended December 31, 2021:

Derivative liabilities - Warrants

Derivative liability - Conversion Option on Convertible Debenture

Balance at July 1, 2021

Additions to level 3 liabilities

Change in in fair value of level 3 liability

Transfer in and/or out of Level 3

Balance at December 31, 2021

The following table presents the activity for liabilities measured at fair

value unobservable inputs for the six months ended December 31, 2020:

Derivative liabilities - Warrants

Derivative liability - Conversion Option on Convertible Debenture

Beginning balance at July 1, 2020

Additions to level 3 liabilities

Change in in fair value of level 3 liability

( 6,054,121 )

( 2,225,798 )

Transfer in and/or out of Level 3

( 10,357,383 )

( 2,775,002 )

Balance at December 31, 2020

The fair values of derivative liabilities for the warrants and conversion

option at December 31, 2021 were approximately $897,000 and approximately $1.2 million, respectively.

The total change in the fair value

of the derivative liabilities totaled approximately $1.6 million 2021 and accordingly, was recorded in the accompanying statement of operations

for the three and six months ended December 31, 2021.

The assumptions used in the Black Scholes model to value the derivative liabilities

included the closing stock price of $ 4.50 and for the warrants, the warrant exercise price of $ 5.82 , 5-year term, risk free rate of 1.26 %

risk free and volatility of 74.796 % .

and for the embedded derivative liability of the conversion option, the conversion price of $ 6.98 ;

3-year term, risk free rate of 0.97 % and volatility of 76.15 % .

Derivative liability - Warrants

The Company accounts for stock purchase warrants as either equity instruments

or derivative liabilities depending on the specific terms of the warrant agreements.

Under applicable accounting guidance, stock warrants

that are precluded from being indexed to the Companys own stock because of full-rachet and anti-dilution provisions or adjustments

to the strike price due to an occurrence of a future event;

are accounted as derivative financial instruments.

The warrants issued on

November 30, 2021 in connection with the Avenue loan financing were not considered to be indexed to the Companys own stock and

accordingly, recorded as a derivative liability at their fair values in the accompany balance sheets at December 31, 2021.

The Black Scholes model was used to calculate the fair value of the

warrant derivative to bifurcate the warrant derivative amount from the Avenue loan amount funded.

The warrants are recorded at their

fair values at the date of issuance and remeasured at December 31, 2021.

The assumptions used for the fair value calculation at

November 30, 2021 follows:

the closing stock price of $ 6.44

the exercise price of $ 5.82 ;

a risk free rate of 1.14 %

and volatility of 74.4 % .

Embedded derivative liability – Conversion Option

The embedded derivative represents the optional

conversion feature of up to $5.0 million of the outstanding Avenue note amounts meets the definition of a derivative and requires bifurcation

from the loan amount.

The Black Scholes model was used to calculate the fair value of the embedded

derivative to bifurcate the embedded derivative amount representing the conversion option from the Avenue loan amount funded.

The assumption

used for the fair value calculation at November 30, 2021 follows:

the closing stock price of $ 6.44 per share;

the conversion price of

$ 6.98 , 3 year term, risk free rate of 0.81 % risk free and volatility of 76.85 % .

Equity Transactions

Stock Options

The following table summarizes the activity relating to the Companys

stock options for the six months ended December 31, 2021:

Weighted-Average Exercise Price

Weighted Remaining Average Contractual Term

Aggregate Intrinsic Value

Outstanding at June 30, 2021

Options Forfeited

Outstanding at September 30, 2021

Exercisable at September 30, 2021

fair value of each option grant on the date of grant is estimated using the Black-Scholes option.

The pricing model reflects the following

weighted-average assumptions for the three months ended September 30, 2021:

September 30,

June 30, 2021

Outstanding at December 31, 2021

Exercisable at December 31, 2021

The fair value of each option grant on the date of grant is estimated using

the Black-Scholes option.

The pricing model reflects the following weighted-average assumptions for the six months ended December 31,

2021 and 2020:

December 31, 2021

December 31, 2020

Expected life of options (In years)

2 unchanged sentences

Dividend Yield

volatility is based on the historical volatilities of the daily closing price of the common stock of three comparable companies and the

expected life of options is based on historical data with respect to employee exercise periods.

The Company accounts for forfeitures

as they are incurred.

Company recorded stock option-based compensation expense of $1,926,962 and $0 for three-month periods ended September 30, 2021 and 2020,

respectively.

of September 30, 2021, there was approximately $ 6.8 million of unrecognized compensation cost related to non-vested stock options granted

to Directors and Officers, which is expected to be recognized over a weighted-average period of approximately 4.7 years .

following is a summary of stock options outstanding and exercisable by exercise price as of September 30, 2021:

Exercise Price

Weighted Average

Contract Life

following table summarizes warrant activity during the three months ended September 30, 2021:

Expected volatility is based on the historical volatilities of the daily

closing price of the common stock of three comparable companies and the expected life of options is based on historical data with respect

to employee exercise periods.

The Company accounts for forfeitures as they are incurred.

The Company recorded stock option-based compensation expense of $1,147,422

and $1,536,929 for three-month periods ended December 31, 2021 and 2020, respectively;

and of $3,074,384 and $1,536,929 for six-month

periods ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, there was approximately $ 5.7 million of unrecognized

compensation cost related to non-vested stock options granted to Directors and Officers, which is expected to be recognized over a weighted-average

period of approximately 4.5 years.

The following is a summary of stock options outstanding and exercisable

by exercise price as of December 31, 2021:

Exercise Price

Intrinsic Value

Weighted Average Contract Life

Stock Warrants

The following table summarizes warrant activity during the six months ended

December 31, 2021:

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (Years)

Aggregate Intrinsic Value

Outstanding and exercisable at June 30, 2021

Outstanding and exercisable at September 30, 2021

the above warrants, 9,391 expire in the fiscal year ending June 30, 2022, 4,815 expire in the fiscal year ending June 30, 2023, 2,714

expire in the fiscal year ending June 30, 2025, and 141,841 expire in the fiscal year ending June 30, 2026.

of common stock for cash

August 11, 2021, the Company closed a registered public offering issuing 2,500,000 of its Class A common stock at $8.00 per share,

resulting in net proceeds to the Company of approximately $17.8 million, net of issuance costs of approximately $2.2 million

September 24, 2021, the Company issued 92,000 of its Class A common stock at $8.00 per share in connection with the underwriters

exercise of its over-allotment option in for the August 2021 registered public offering, resulting in net proceeds to the Company of

approximately $707,000, net of issuance cost of approximately $29,000.

of Shares for Services

August 20, 2021, the Company awarded 58,759 restricted stock units (RSUs) to the President and CEO under the Companys

2019 Omnibus Incentive Equity Plan (the 2019 Omnibus Plan) as his salary for the period from April 27, 2021, the date of

his appointment, through December 31, 2021.

The number of RSUs awarded was based on a prorated annual base salary of $600,000 at a 10%

discount to the grant date fair value of $7.74 per share of the Companys common stock.

Each RSU awarded the to the CEO entitles

him to receive one share of common stock upon vesting.

A total of 15,339 RSUs (representing the pro rata portion of the RSU award for

the period from April 27, 2021 to June 30, 2021) vested at the grant date, 21,710 RSUs vested at September 30, 2021, and 21,710 will

vest at December 31, 2021.

Accordingly, during the three months ended September 30, 2021, 37,049 RSUs vested and 37,049 shares of common

were issued to the CEO.

Company recorded stock-based compensation expense related to these RSUs of $286,759 and $0 for three- month periods ended September 30,

2021 and 2020, respectively.

of Stock Options

August 20, 2021, the Company granted, under the 2019 Omnibus Plan, stock options to purchase 1,365,835 shares of common stock to the

executive management team.

Twenty percent (20%) of the shares underlying the options awarded vested on the grant date, and the remaining

80% vest equally over a 5-year period, on the first, second, third, fourth and fifth anniversary of the grant date.

The option price

per share is $7.74 per share, the grant date fair value, and the options terminate on the tenth anniversary of the grant date.

of Stock Options

August 27, 2021, the Chief Executive Officer forfeited unvested stock options to purchase up to 73,125 shares of common stock that were

previously granted to him as compensation as an independent director of the board.

and Contingencies

July 1, 2019 to October 31, 2021, the Company paid monthly rent of $1,000 to Acuitas for its headquarter office at 2120 Colorado Avenue

Suite 230, Santa Monica, CA 90404.

Effective November 1, 2021, the Company relocated its headquarters to Nevada at 9120 Double Diamond

Parkway, Suite 1400, Reno Nevada 89521.

June 1, 2021, the Company assumed a NeurMedix office lease that was extended to February 2022 at 6165 Greenwich Dr Suite 150, San Diego,

The lease agreement requires monthly payments of $8,782.

April 30, 2018, we received notice that Mallinckrodt had petitioned the U.S.

Patent and Trademark Office (USPTO) to institute

an Inter Partes Review (IPR) of our U.S.

9,655,945 titled Treatment of Ascites (the 945

On November 13, 2019, the Patent Trial and Appeal Board of USPTO issued a written decision in the IPR from which no appeal

The decision revoked all of the claims of the patent as lacking novelty or as obvious.

ruling is unrelated to the Companys Company’s Orphan drug designations for ascites and hepatorenal syndrome

(“HRS”), which remain unchanged.

An Orphan drug that is first-to-market typically receives 7 years of market exclusivity in

the United States for the designated use(s).

In addition, the ruling does not affect the Company’s rights in its pending patent

application directed to proprietary liquid formulations of terlipressin for use in its planned Phase 2 and Phase 3 trials, subject to

FDA review and authorization, which could eventually provide up to 20 years of patent coverage in each country in which the Company seeks

patent protection, such as the United States, if a patent issues from a patent application according to the patent laws of each issuing

to the Agreement and Plan of Merger entered into on April 11, 2016, between our predecessor entities, LAT Pharma LLC and NanoAntibiotics,

Inc., BioVie is obligated to pay a low single digit royalty on net sales of BIV201 (continuous infusion terlipressin) to be shared among

LAT Pharma Members, PharmaIn Corporation, and The Barrett Edge, Inc.

Company and PharmaIN Corporation, LAT Pharmas former partner focused on the development of new modified drug candidates in the same

therapeutic field but not including BIV201 and on December 24, 2018, the Company returned its partial ownership rights to the PharmaIN

modified terlipressin development program and simultaneously paid the remaining balance due on a related debt.

PharmaIN, Corp.

to our program remain unchanged and the Company remains obligated to pay royalties equal to less than 1% of future net sales of each

companys ascites drug development programs, or if such program is licensed to a third party, less than 5% of each companys net license

to the Technology Transfer Agreement entered into on July 25, 2016 between BioVie and the University of Padova (Italy), BioVie is obligated

to pay a low single digit royalty on net sales of all terlipressin products covered by US patent no.

9,655,645 and any future foreign

issuances capped at a maximum of $200,000 per year.

August 1, 2021, the Company began sponsoring an employee benefit plan subject to Section 401(K) of the Internal Revenue Service Code

(the 401K Plan) pursuant to which, all employees meeting eligibility requirements are able to participate.

to certain limitations in the Internal Revenue Code, eligible employees are permitted to make contributions to the 401K Plan on a pre-tax

salary reduction basis and the Company will match 5% of the first 5% of an employees contributions to the 401K Plan.

For the three

months ended September 30, 2021, the Company made contributions of approximately $ 23,600 .

November 1, 2021, the Company relocated its headquarters to Nevada at 9120 Double Diamond Parkway, Suite 1400, Reno Nevada 89521.

Managements Discussion and Analysis of Financial Condition and Results of Operations

report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A

of the Securities Act of 1933.

Any statements contained in this report that are not statements of historical fact may be forward-looking

When we use the words intends, estimates, predicts, potential, continues,

anticipates, plans, expects, believes, should, could,

may, will or the negative of these terms or other comparable terminology, we are identifying forward-looking

Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements

to be materially different from those expressed or implied by forward-looking statements.

Outstanding and exercisable at December 31, 2021

Of the above warrants, 9,391 expire in the fiscal year ending June 30,

2022, 4,815 expire in the fiscal year ending June 30, 2023, 2,714 expire in the fiscal year ending June 30, 2025, and 502,843 expire in

the fiscal year ending June 30, 2026.

Issuance of common stock for cash

On August 11, 2021, the Company closed a registered public offering issuing

2,500,000 of its Class A common stock at $8.00 per share, resulting in net proceeds to the Company of approximately $17.8 million,

net of issuance costs of approximately $2.2 million.

On September 24, 2021, the Company issued 92,000 of its Class A common

stock at $8.00 per share in connection with the underwriters exercise of its over-allotment option in for the August 2021

registered public offering, resulting in net proceeds to the Company of approximately $707,000, net of issuance cost of approximately

Issuance of Shares for Services

On August 20, 2021, the Company awarded 58,759 restricted stock units (RSUs)

to the President and CEO under the Companys 2019 Omnibus Incentive Equity Plan (the 2019 Omnibus Plan) as his salary

for the period from April 27, 2021, the date of his appointment, through December 31, 2021.

The number of RSUs awarded was based on a

prorated annual base salary of $600,000 at a 10% discount to the grant date fair value of $7.74 per share of the Companys common

Each RSU awarded the to the CEO entitles him to receive one share of common stock upon vesting.

A total of 15,339 RSUs (representing

the pro rata portion of the RSU award for the period from April 27, 2021 to June 30, 2021) vested at the grant date, 21,710 vested at

September 30, 2021 and 21,710 vested at December 31, 2021.

Accordingly, as of December 31, 2021, 58,759 shares of common had been issued

The Company recorded stock-based compensation expense related to these

RSUs of $97,695 and $384, 454 for three and six month periods ended December 31, 2021, respectively.

Issuance of Stock Options

On August 20, 2021, the Company granted, under the 2019 Omnibus Plan, stock

options to purchase 1,365,835 shares of common stock to the executive management team.

Twenty percent (20%) of the shares underlying the

options awarded vested on the grant date, and the remaining 80% vest equally over a 5-year period, on the first, second, third, fourth

and fifth anniversary of the grant date.

The option price per share is $7.74 per share, the grant date fair value, and the options terminate

on the tenth anniversary of the grant date.

Forfeiture of Stock Options

On August 27, 2021, the Chief Executive Officer forfeited unvested stock

options to purchase up to 73,125 shares of common stock that were previously granted to him as compensation as an independent director

of the board.

Commitments and Contingencies

From July 1, 2019 to October 31, 2021, the Company paid monthly rent

of $1,000 to Acuitas for its headquarter office at 2120 Colorado Avenue Suite 230, Santa Monica, CA 90404.

Effective November 1,

2021, the Company relocated its headquarters to Nevada at 9120 Double Diamond Parkway, Suite 1400, Reno Nevada 89521.

On June 1, 2021, the Company assumed a NeurMedix

office lease that was extended to February 2022 at 6165 Greenwich Dr Suite 150, San Diego, CA 92122.

The lease agreement requires monthly

payments of $8,782.

The Company will be relocating to 5090 Shoreham Place, San Diego, CA 92122 on February 26, 2022, its new office

space, (New Office).

The Company on December 21, 2021, entered into

a lease agreement for the New Office.

The term of the lease is for 40 months commencing on March 1, 2022.

Monthly base rate

of $4,175 begins on May 1, 2022, with three percent increases at the end of each 12 month period.

Challenge to US Patent

On April 30, 2018, we received notice that Mallinckrodt had petitioned

Patent and Trademark Office (USPTO) to institute an Inter Partes Review (IPR) of our U.S.

9,655,945 titled Treatment of Ascites (the 945 patent).

On November 13, 2019, the Patent Trial

and Appeal Board of USPTO issued a written decision in the IPR from which no appeal was taken.

The decision revoked all of the claims

of the patent as lacking novelty or as obvious.

This ruling is unrelated to the Companys Orphan

drug designations for ascites and hepatorenal syndrome (HRS), which remain unchanged.

An Orphan drug that is first-to-market

typically receives 7 years of market exclusivity in the United States for the designated use(s).

In addition, the ruling does not affect

the Companys rights in its pending patent application directed to proprietary liquid formulations of terlipressin for use in its

planned Phase 2 and Phase 3 trials, subject to FDA review and authorization, which could eventually provide up to 20 years of patent coverage

in each country in which the Company seeks patent protection, such as the United States, if a patent issues from a patent application

according to the patent laws of each issuing count.

Royalty Agreements

Pursuant to the Agreement and Plan of Merger entered into on April 11,

2016, between our predecessor entities, LAT Pharma LLC and NanoAntibiotics, Inc., BioVie is obligated to pay a low single digit royalty

on net sales of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, PharmaIn Corporation, and The Barrett

Pursuant to the Technology Transfer Agreement entered into on July 25,

2016 between BioVie and the University of Padova (Italy), BioVie is obligated to pay a low single digit royalty on net sales of all terlipressin

products covered by US patent no.

9,655,645 and any future foreign issuances capped at a maximum of $200,000 per year.

Employee Benefit Plan

On August 1, 2021, the Company began sponsoring an employee benefit plan

subject to Section 401(K) of the Internal Revenue Service Code (the 401K Plan) pursuant to which, all employees meeting

eligibility requirements are able to participate.

Subject to certain limitations in the Internal Revenue Code, eligible employees

are permitted to make contributions to the 401K Plan on a pre-tax salary reduction basis and the Company will match 5% of the first 5%

of an employees contributions to the 401K Plan.

For the three and six months ended December 31, 2021, the Companys contributions

to the 401K Plan totaled approximately $ 22,800 and $ 46,600 , respectively.

Managements Discussion and Analysis of Financial Condition

and Results of Operations

This report contains forward-looking statements within the meaning of Section

21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of 1933.

Any statements contained in this report that

are not statements of historical fact may be forward-looking statements.

When we use the words intends, estimates,

predicts, potential, continues, anticipates, plans, expects,

believes, should, could, may, will or the negative of these terms

or other comparable terminology, we are identifying forward-looking statements.

Forward-looking statements involve risks and uncertainties,

which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking

These factors among others, include our;

and development activities and, distributor channel;

compliance with regulatory impositions requirements;

and our capital needs Although

we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels

of activity, performance or achievements.

as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume

no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments.

Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking

You should carefully review and consider the various disclosures we make in this report and our other reports filed with

the Securities and Exchange Commission (the SEC) that attempt to advise interested parties of the risks, uncertainties

and other factors that may affect our business.

following discussion of the Companys financial condition and the results of operations should be read in conjunction with the

Financial Statements and Notes thereto appearing elsewhere in this report.

is a clinical-stage company developing innovative drug therapies to overcome unmet medical needs in chronic debilitating conditions.

liver disease , our Orphan Drug candidate BIV201 (continuous infusion terlipressin) is being developed as a future

treatment option for patients suffering from ascites and other life-threatening complications of advanced liver cirrhosis caused by NASH,

hepatitis, and alcoholism.

research and development activities and, distributor channel;

compliance with regulatory

impositions requirements;

and our capital needs Although we believe that the expectations reflected in the forward-looking statements

are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as may be required by applicable law, we do not undertake or intend

to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in

this report as a result of new information or future events or developments.

Thus, you should not assume that our silence over time means

that actual events are bearing out as expressed or implied in such forward-looking statements.

You should carefully review and consider

the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission (the SEC)

that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

The following discussion of the Companys financial condition and

the results of operations should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this report.

Managements Discussion

is a clinical-stage company developing innovative drug therapies

to overcome unmet medical needs in chronic debilitating conditions.

In liver disease , our Orphan Drug candidate BIV201 (continuous infusion terlipressin) is being

developed as a future treatment option for patients suffering from ascites and other life-threatening complications of advanced liver

cirrhosis caused by NASH, hepatitis, and alcoholism.

The initial target for BIV201 therapy is refractory ascites.

These patients suffer from frequent life-threatening

complications, generate more than $5 billion in annual treatment costs, and have an estimated 50% mortality rate within 6 to 12 months.

These patients suffer

from frequent life-threatening complications, generate more than $5 billion in annual treatment costs, and have an estimated 50% mortality

rate within 6 to 12 months.

The US Food and Drug Administration (FDA) has not approved any drug to treat refractory ascites.

A Phase 2a clinical trial of BIV201 was

completed in 2019, and a multi-center, randomized and controlled Phase 2b trial is currently underway at nine US medical centers including

Vanderbilt University, the Mayo Clinic, and University of Pennsylvania (NCT04112199).

Top-line results from this trial are expected in

mid-2022, to be followed by a proposed single pivotal Phase 3 clinical trial beginning in late 2022.

In June 2021, we received written

feedback from the FDA in response to a Type B meeting request to conduct a pivotal US Phase 3 clinical trial in HRS-AKI, which is a life-threatening

complication of advanced ascites.

Based on the guidance received in subsequent communications with the FDA, we are revising certain elements

of our proposed study and planning to initiate this study in early 2022.

neurodegenerative disease, BioVie acquired the biopharmaceutical assets of NeurMedix, Inc., a privately held clinical-stage

pharmaceutical company, in June 2021.

The acquired assets include NE3107, a potentially selective inhibitor of inflammatory ERK signaling

that, based on animal studies, is believed to reduce neuroinflammation.

NE3107is a novel orally administered small molecule that is thought

to inhibit inflammation-driven insulin resistance and major pathological inflammatory cascades with a novel mechanism of action.

is emerging scientific consensus that both inflammation and insulin resistance may play fundamental roles in the development of Alzheimer’s

and Parkinson’s Disease, and NE3107 could, if approved, represent an entirely new medical approach to treating these devastating

conditions affecting an estimated 6 million Americans suffering from Alzheimer’s and 1 million from Parkinson’s.

authorized a potentially pivotal Phase 3 randomized, double-blind, placebo-controlled, parallel group, multicenter study to evaluate NE3107

in subjects who have mild to moderate Alzheimer’s disease (NCT04669028).

We initiated this trial on August 5, 2021, and are targeting

primary completion in late 2022.

In addition to Alzheimer’s disease, in September 2021, the FDA authorized the company to initiate

a Phase 2 study assessing NE3107’s potential pro-motoric impact in Parkinson’s disease patients, and to assess its safety

and tolerability.

The NM201 study (NCT05083260) is a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics study

in Parkinson’s Disease (PD) participants treated with carbidopa/levodopa and NE3107.

clinical trial of BIV201 was completed in 2019, and a multi-center, randomized and controlled Phase 2b trial is currently underway at

ten of thirteen planned US medical centers including Vanderbilt University, the Mayo Clinic, and the University of Pennsylvania (NCT04112199).

Top-line results from this trial are expected in mid-2022, to be followed by a proposed single pivotal Phase 3 clinical trial beginning

in late 2022, subject to favorable FDA review.

In neurodegenerative disease, BioVie acquired the biopharmaceutical

assets of NeurMedix, Inc., a privately held clinical-stage pharmaceutical company, in June 2021.

The acquired assets include NE3107, a

potentially selective inhibitor of inflammatory ERK signaling that, based on animal studies, is believed to reduce neuroinflammation.

NE3107is a novel orally administered small molecule that is thought to inhibit inflammation-driven insulin resistance and major pathological

inflammatory cascades with a novel mechanism of action.

There is emerging scientific consensus that both inflammation and insulin resistance

may play fundamental roles in the development of Alzheimers and Parkinsons Disease, and NE3107 could, if approved, represent

an entirely new medical approach to treating these devastating conditions affecting an estimated 6 million Americans suffering from Alzheimers

and 1 million from Parkinsons.

The FDA has authorized a potentially pivotal Phase 3 randomized, double-blind, placebo-controlled,

parallel group, multicenter study to evaluate NE3107 in subjects who have mild to moderate Alzheimers disease (NCT04669028).

initiated this trial on August 5, 2021 and are targeting primary completion in the first half of 2023.

In addition to Alzheimers disease, the FDA has authorized a Phase 2 study assessing NE3107s potential pro-motoric

impact in Parkinsons disease patients, and to assess its safety and tolerability.

The NM201 study (NCT05083260) Initiated by the

Company on January 20, 2022;

is a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics study in Parkinsons

Disease (PD).

Participants will be treated with carbidopa/levodopa and NE3107 or placebo.

Forty (40) patients with a defined L-dopa off

5 unchanged sentences

Society Unified Parkinsons Disease Rating (MDS-UPDRS) parts 1-4, Hauser ON/OFF Diary, and Non-Motor Symptom Scale.

This study is

planned to start in early 2022.

Inflammation-driven insulin resistance is believed to be implicated in a broad range of serious diseases,

including multiple myeloma and prostate cancer, and we plan to begin exploring these opportunities in the coming months using NE3107 or

related compounds acquired in the NeurMedix asset purchase.

of the three months ended September 30, 2021 to the three months ended September 30, 2020

income (loss)

net loss for the three months ended September 30, 2021 was approximately $5.5 million as compared to net income of $7.3 million for the

three months ended September 30, 2020.

The decrease in net income of approximately $12.8 million was primarily due to a change in fair

value of derivative liabilities of approximately $8.3 million and an increase in operating expenses of approximately $5.1 million, offset

by a decrease in interest expense of approximately $558,000.

operating expenses for the three months ended September 30, 2021 were approximately $5.5 million as compared to $387,000 for the three

months ended September 30, 2020.

The net increase of approximately $5.2 million during the three months ended September 30,

2021 was primarily due to an increase in research and development expenses of approximately $2.7 million, primarily attributed to the

development of the recently purchased Neuroscience biopharmaceutical assets and continuation of our Orphan Drug candidate BIV201s

Phase 2b clinical trial, which was initiated earlier in the 2021 calendar year, as well as an increase in selling, general and administration

expenses of $2.4 million, primarily due to stock-based compensation awarded to the management team.

and Development Expenses

and development expenses were approximately $2.8 million and $101,000 for the three months ended September 30, 2021 and 2020, respectively.

The net increase of approximately $2.7 million, was primarily due to additional operating expenses related to our Neuroscience operations

totaling approximately $2 million and the increased activities of our Liver Cirrhosis operations totaling approximately $700,000, as

our Orphan Drug candidate BIV201s Phase 2b clinical trial initiated in June 2021 continues to ramp up.

The level of research and

development activity for the three months ended September 30, 2021 strongly contrasts to the three months ended September 30, 2020, when

the Company was focused on closing its capital raise.

Approximately

$1.7 million of the $2.7 million increase in research and development expenses was attributed to increased compensation expense in connection

with the hiring of two executives that oversee our Neuroscience research and development and product development.

The $1.7 million increase

consisted of an increase in payroll expense by approximately $151,000, bonus expense of approximately $1.1 million, including a retention

bonus to certain employees totaling $1.0 million to be paid in 24 equal monthly installments, and stock compensation granted to the management

team totaling approximately $420,000.

The remaining increase in research and development expense of approximately $1 million consisted

of expenses for the clinical operations related to BIV201s Phase 2b clinical trials totaling approximately $506,000 and the preparation

and initiation of the Alzheimer potentially pivotal Phase 3 study, which was initiated in August 2021 totaling approximately $533,000.

General and Administrative Expenses

general and administrative expenses were approximately $2.6 million and $228,000 for the three months ended September 30, 2021 and 2020,

respectively.

The net increase of approximately $2.4 million was primarily attributed to increased compensation expense of approximately

$1.9 million, which consisted of stock-based compensation expense of approximately $1.7 million representing restricted stock units and

stock options awarded to the executive management team of approximately $1.3 million and the amortization cost of $385,000 for the stock

option granted the directors in the prior fiscal year;

and approximately $227,000 related to bonus and salary increases.

The remaining

net increase of approximately $500,000 is attributed to increased expenses related to being listed on a national exchange including listing

fees and investor relations, legal and professional fees, office expenses and website development expenses, as the Company expanded its

operations in the development of the recent neuroscience pharmaceutical assets.

Resources and Liquidity

of September 30, 2021, the Company had working capital of approximately $19.3 million, cash of approximately $20.5 million, stockholders

equity of approximately $20.2 million, and an accumulated deficit of approximately $230.4 million.

In addition, the Company has not generated

any revenues and no revenues are expected in the foreseeable future.

The Companys future operations are dependent on the success

of the Companys ongoing development and commercialization efforts, as well as its ability to to secure additional financing as

August and September of 2021, the Company closed two capital raises issuing an aggregate of 2.6 million shares of its common stock at

a price of $8.00 per share for aggregate net proceeds of approximately $18.5 million.

Although the increase in the Companys cash

balance could possibly sustain operations over the next 12 months if measures are taken to delay planned expenditures in our research

protocols and slow the progress in the Companys clinical programs, the Companys current planned operations to meet certain

goals and objectives, project cash flows to be depleted within that period of time.

future viability of the Company is largely dependent upon its ability to raise additional capital to finance its operations.

assure you that our drug candidate will be developed, work, or receive regulatory approval;

that we will ever earn revenues sufficient

to support our operations or that we will ever be profitable.

Furthermore, since we have no committed source of sufficient financing,

we cannot assure that we will be able to raise money as and when we need it to continue our operations.

If we cannot raise funds as and

when we need them, we may be required to severely curtail, or even to cease, our operations.

management continues to pursue its strategic plans, there is no assurance that the Company will be successful in obtaining sufficient

financing on terms acceptable to the Company, if at all, to fund continuing operations.

Management intends to attempt to secure additional

required funding primarily through additional equity or debt financings.

We may also seek to secure required funding through

sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to

co-develop and fund research and development efforts, or similar transactions.

However, there can be no assurance that we

will be able to obtain required funding.

If we are unsuccessful in securing funding from any of these sources, we will defer,

reduce or eliminate certain planned expenditures in our research protocols.

If we do not have sufficient funds to continue

operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some

or all of their investment in us.

emergence of widespread health emergencies or pandemics such as the coronavirus (COVID-19) pandemic (and its related variants),

may lead to continued regional quarantines, business shutdowns, labor shortages, disruptions to supply chains, and overall economic instability.

Although some jurisdictions have relaxed these measures, particularly as more and more people are

vaccinated, others have not or have reinstated them as COVID-19 cases surge and variants emerge The duration and spread of the

COVID-19 pandemic and the long-term impact of COVID-19 and its variants on the financial markets and the overall economy, are highly

uncertain and cannot be predicted at this time.

If the financial markets and/or the overall economy are impacted for an extended period,

the Companys ability to raise funds may be materially adversely affected.

circumstances raise substantial doubt on our ability to continue as a going concern.

The financial statements included in this report

do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification

of liabilities that might result from this uncertainty.

Sheet Arrangements

Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the

Companys financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to investors.

The term off-balance sheet arrangement generally means any transaction, agreement or other

contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation

arising under a guarantee contract, derivative instrument or variable interest;

or (ii) a retained or contingent interest in assets transferred

to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Accounting Policies and Estimates

the three-month period ended September 30, 2021, there were no significant changes to the Companys critical accounting policies

as identified in the Annual Report Form 10-K for the fiscal year ended June 30, 2021.

Accounting Pronouncements

Company considered the applicability and impact of recent accounting pronouncements and determined those to be either not applicable

or expected to have minimal impact on our balance sheets or statement of operations.

Quantitative and Qualitative Disclosures About Market Risk

applicable to smaller reporting companies.

The study was

initiated on January 20, 2022 and topline results are expected in mid 2022.

Inflammation-driven insulin resistance is believed to be implicated

in a broad range of serious diseases, including multiple myeloma and prostate cancer, and we plan to begin exploring these opportunities

in the coming months using NE3107 or related compounds acquired in the NeurMedix asset purchase.

Comparison of the three months ended December 31, 2021 to the three

months ended December 31, 2020

Net income (loss)

The net loss for the three months ended December 31, 2021, was approximately $5.4 million as

compared to net loss of $3.1million for the three months ended December 31 2020.

The net loss increase of $2.3 million for the three month

period ended December 31, 2021 resulted from the increased loss from operations of $3.6 million primarily attributed to increased research

and development activities, reduced by a $1.3 million increase in other income attributed to a change in fair value of the derivative

liabilities and increased by interest expense of approximately $316,000 both related to the new debt financing that funded on November

Total operating expenses for the three months ended December 31 2021 and

2020 were approximately $6.7 million and $3.1 million respectively.

The net increase of approximately $3.6 million during the three months

ended December 31 2021 included an increase in research and development expenses of approximately $3.6 million, primarily attributed to

the Alzheimer pivotal Phase 3 clinical trial that was initiated in August 2021 and continuation of our Orphan Drug candidate BIV201s

Phase 2b clinical trial, which was initiated earlier in the 2021 calendar year.

Research and Development Expenses

Research and development expenses were approximately $4.6 million and

$938,000 for the three months ended December 31, 2021 and 2020, respectively.

The net increase of approximately $3.7 million, for

the three months period ended December 31, 2021 was comprised of Neuroscience operations of approximately $2.6 million from the

increased activity in the Alzheimer pivotal Phase 3 clinical trial and the preparations for the Parkinsons Phase 2 clinical

trial initiated in January 2022;

increased activities in the Liver Cirrhosis operations totaling approximately $556,000 for the

continuation of Orphan Drug candidate BIV201s Phase 2b clinical trial initiated in June 2021;

and increases in compensation

expense of approximately $452,000 due to neuroscience personnel hired to oversee the development of the biopharmaceutical assets

purchased in June 2021 and hiring of our CMO who came on board on November 1, 2021.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $2.0 million in each of the

three month periods ended December 31, 2021 and 2020.

The components of a net nil change in selling, general and administrative expenses

resulted primarily from a decline in stock compensation expense of approximately $451,000, representing a reduction in stock compensation

expense from $969,000 for the three months ended December 31, 2020 to $518,000 for the three months ended December 31, 2021;

$458,000 representing the total increases in legal expenses of $325,000 and investor relations expense and annual shareholders meeting

expenses of $133,000 for the three months ended December 31, 2021.

Other Income/Expense

Other income, net for the three months ended December 31, 2021 was $1.3

million compared to approximately $0.0 for the three months ended December 31, 2020.

The increase for the three months ended December

31, 2021, was comprised of the change in fair value of the derivative liabilities of $1.6 million offset by interest expense of approximately

In the three month period ended December 31, 2020 there were no derivative liabilities or debt outstanding.

Comparison of the six months ended December 31, 2021 to the six months

ended December 31, 2020

Net income (loss)

net loss for the six months ended December 31, 2021 was approximately $11 million as compared to net income of $4.3 million for the six

months ended December 31, 2020.

The decline from net income to net loss of approximately $15.2 million was attributed to an increase

in the loss from operations of approximately 8.8 million and the change in the fair value of derivative liabilities of approximately

$6.7 million, offset by a decrease in interest expense of approximately 242,000.

Total operating expenses for the six months ended December 31, 2021 were

approximately $12.2 million as compared to $3.5 million for the six months ended December 31, 2020.

The net increase of approximately

$8.7 million during the six months ended December 31, 2021 was comprised of increased research and development expenses of approximately

$6.3 million, primarily attributed to the Alzheimer pivotal Phase 3 clinical trial that was initiated in August 2021 and continuation

of our Orphan Drug candidate BIV201s Phase 2b clinical trial, which was initiated earlier in the 2021 calendar year and an increase

in selling, general and administrative expenses of $2.4 million.

Research and Development Expenses

Research and development expenses were approximately $7.4 million and $1.1 million for

the six months ended December 31, 2021, and 2020, respectively.

The net increase of approximately $6.3 million, was comprised of the Neuroscience

clinical operations of approximately $3.1 million for the activities in the Alzheimer pivotal Phase 3 clinical trial and the preparations

for the initiation of the Parkinsons Phase 2 clinical that launched in January 2022;

an increase in the Liver Cirrhosis operating

expenses totaling approximately $1.1 million for the ongoing Orphan Drug candidate BIV201s Phase 2b clinical trial;

and increases

in compensation expense of approximately $2.1 million due to the neuroscience personnel hired to oversee the development of the biopharmaceutical

assets purchased in June 2021, the hiring of our CMO who came on board in November 1, 2021 and included related stock based compensation

awarded the management that totaled $579,000.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were approximately $4.7 million

and $2.3 million for the six months ended December 31, 2021 and 2020, respectively.

The net increase of approximately $2.4 million was

primarily attributed to increased compensation expense of approximately $ 1.5 million, of which $1.2 million related to stock based compensation

and a total net increase of approximately $765,000 expenses related to being listed on a national exchange including listing

fees, investor relations, legal and professional fees and office and website development expenses, as the Company expanded its operations

with the development of the recent neuroscience pharmaceutical assets.

Other (Income)/Expense

Other income, net for the six months ended December 31, 2021 and 2020 was

$1.3 million compared to approximately $7.7 million, respectively.

The net decrease of $6.4 million was comprised of the change in fair

value of the derivative liabilities of $6.7 million and decrease interest expense of approximately $242,000.

Capital Resources and Liquidity

As of December 31, 2021, the Company had working capital of approximately

$26.2 million, cash of approximately $30.4 million, stockholders equity of approximately $16.1 million, and an accumulated deficit

of approximately $235.8 million.

In addition, the Company has not generated any revenues to date and no revenues are expected in the

foreseeable future.

The Companys future operations are dependent on the success of the Companys ongoing development and

commercialization efforts, as well as its ability to secure additional financing as needed.

In November 2021, the Company closed a debt financing, pursuant to which

it received a loan in the aggregate principal amount of $15 million and incurred direct financing costs of approximately $390,000.

the increase in the Companys cash balance could possibly sustain operations over the next 12 months if measures are taken to delay

planned expenditures in our research protocols and slow the progress in the Companys clinical programs, given the Companys

current planned operations to meet certain goals and objectives, we expect projected cash flows to be depleted within that period of time.

The future viability of the Company is largely dependent upon its ability

to raise additional capital to finance its operations.

We cannot assure you that our drug candidate will be developed, work, or receive

regulatory approval;

that we will ever earn revenues sufficient to support our operations or that we will ever be profitable.

since we have no committed source of sufficient financing, we cannot assure that we will be able to raise money as and when we need it

to continue our operations.

If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease,

our operations.

Although management continues to pursue its strategic plans, there is no

assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to the Company, if at all, to fund

continuing operations.

Management intends to attempt to secure additional required funding primarily through additional equity or debt

We may also seek to secure required funding through sales or out-licensing of intellectual property assets, seeking

partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar

transactions.

However, there can be no assurance that we will be able to obtain required funding.

If we are unsuccessful

in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures in our research protocols.

we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that

could result in our stockholders losing some or all of their investment in us.

The emergence of widespread health emergencies or pandemics such as the

coronavirus (COVID-19) pandemic (and its related variants), has lead to continued regional quarantines, business shutdowns,

labor shortages, disruptions to supply chains, and overall economic instability.

Although some jurisdictions

have relaxed these measures, particularly as more and more people are vaccinated, others have not or have reinstated them as COVID-19

cases surge and variants emerge The duration and spread of the COVID-19 pandemic and the long-term impact of COVID-19 and its variants

on the financial markets and the overall economy, are highly uncertain and cannot be predicted at this time.

If the financial markets

and/or the overall economy are impacted for an extended period, the Companys ability to raise funds may be materially adversely

These circumstances raise substantial doubt on our ability to continue

as a going concern.

The financial statements included in this report do not include any adjustments relating to the recoverability and

classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably

likely to have a current or future effect or change on the Companys financial condition, revenues or expenses, results of operations,

liquidity, capital expenditures or capital resources that are material to investors.

The term off-balance sheet arrangement

generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party,

under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest;

a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market

risk support for such assets.

Critical Accounting Policies and Estimates

For the three-month and six month periods ended December 31, 2021, there

were no significant changes to the Companys critical accounting policies as identified in the Annual Report Form 10-K for the fiscal

year ended June 30, 2021.

New Accounting Pronouncements

The Company considered the applicability and impact of recent accounting

pronouncements and determined those to be either not applicable or expected to have minimal impact on our balance sheets or statement

of operations.

Quantitative and Qualitative Disclosures About Market

Not applicable to smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements