What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-02-10 compared with 2022-11-04 · 475 added, 447 removed, 162 unchanged (85% of the section changed)

1 unchanged sentence

Balance Sheets

and other assets

current assets

Prepaids and other assets

Total current assets

OTHER ASSETS:

Operating lease right-of-use assets

Intangible assets, net

Other assets, non-current

Total other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

lease right-of-use assets

assets, non-current

AND STOCKHOLDERS' EQUITY

payable and accrued expenses

portion of other liabilities

portion of operating lease liabilities

derivative liability

current liabilities

Accounts payable and accrued expenses

Current portion of other liabilities

Current portion of operating lease liabilities

Warrant liabilities

Embedded derivative liability

Total current liabilities

Other liabilities, net of current portion

Operating lease liabilities, net of current portion

Note payable net of financing costs and unearned premium

and discount ($ 2,274,586

and $ 2,861,314

as of September 30, 2022 and June 30, 2022, respectively)

TOTAL LIABILITIES

Commitments and contingencies (Note 11)

STOCKHOLDERS’ EQUITY:

Preferred stock;

liabilities, net of current portion

lease liabilities, net of current portion

payable, net of financing cost, unearned premium and discount of $ 1,738,942 at December 31, 2022 and $ 2,861,314 at June

and contingencies (Note 11)

STOCKHOLDERS'

$ 0.001 par value;

1 unchanged sentence

0 shares issued and outstanding

Common stock, $ 0.0001 par value;

800,000,000 shares authorized at September 30, 2022 and June 30, 2022, respectively;

30,165,319 and 24,984,083 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively

Additional paid in capital

Accumulated deficit

stock, $ 0.0001 par value;

800,000,000 shares authorized at December 31, 2022 and June 30, 2022;

34,504,332 and 24,984,083 shares

issued and outstanding at December 31, 2022 and June 30, 2022, respectively

paid in capital

( 277,072,603 )

( 250,969,890 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

stockholders' equity

LIABILITIES AND STOCKHOLDERS' EQUITY

accompanying notes to unaudited condensed financial statements

Statements of Operations

Three Months Ended

September 30,

and development expenses

general and administrative expenses

OPERATING EXPENSES

Research and development expenses

Selling, general and administrative expenses

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

FROM OPERATIONS

( 11,494,806 )

( 6,665,010 )

OTHER EXPENSE (INCOME):

Change in fair value of derivative liabilities

Interest expense

Interest income

EXPENSE (INCOME), NET

( 20,329,144 )

( 12,212,294 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

EXPENSE (INCOME):

in fair value of derivative liabilities

( 1,555,254 )

NET LOSS PER COMMON SHARE

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

OTHER EXPENSE (INCOME), NET

( 1,250,693 )

( 1,257,224 )

$ ( 15,687,002 )

$ ( 5,414,317 )

$ ( 26,102,713 )

$ ( 10,955,070 )

LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ ( 15,687,002 )

$ ( 5,414,317 )

$ ( 26,102,713 )

$ ( 10,955,070 )

LOSS PER COMMON SHARE

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

accompanying notes to unaudited condensed financial statements

Statements of Cash Flows

Three Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

FLOWS FROM OPERATING ACTIVITIES:

$ ( 26,102,713 )

$ ( 10,955,070 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of intangible assets

Stock based compensation - restricted stock

Stock based compensation expense - stock options

Amortization of financing costs

Accretion of unearned loan discount

Accretion of loan premium

Amortization of operating lease right-of-use assets

Change in fair value of derivative liability

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Operating lease liabilities

Other liabilities

Net cash used in operating activities

to reconcile net loss to net cash used in operating activities:

of intangible assets

based compensation - restricted stock units

based compensation expense - stock options

of financing costs

of unearned loan discount

of loan premium

of operating lease right-of-use assets

in fair value of derivative liability

( 1,555,254 )

in operating assets and liabilities:

payable and accrued expenses

lease liabilities

( 1,014,612 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from issuance of common stock

Net proceeds from issuance of common stock - Related Party

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

cash used in operating activities

( 17,229,548 )

( 7,240,891 )

FLOWS FROM FINANCING ACTIVITIES:

proceeds from issuance of common stock

from note payable net of financing costs

from exercise of stock options

proceeds from issuance of common stock - Related Party

cash provided by financing activities

increase in cash

beginning of period

end of period

CASH FLOW INFORMATION:

paid for interest

accompanying notes to unaudited condensed financial statements

Statements of Changes in Stockholders’ Equity

the Three Months Ended September 30, 2022 and September 30, 2021

the periods July 1, 2021 through December 31, 2021 and July 1, 2022 through December 31, 2022

Stockholders'

Balance, June 30, 2021

June 30, 2021

$ 229,933,505

$ ( 224,885,422 )

Proceeds from issuance of common stock, net of cost of

Stock-based compensation - restricted stock

Stock option based compensation

from issuance of common stock,net of cost of $2,224,992

compensation - restricted stock units

option based compensation

( 5,540,753 )

Balance, September 30, 2021

September 30, 2021

( 230,426,175 )

compensation - restricted stock units

option based compensation

( 5,414,317 )

Balance, June 30, 2022

( 5,414,317 )

December 31, 2021

$ 251,903,088

Stock option based compensation

Stock-based compensation - restricted stock

Proceeds from issuance of common stock, net of costs of $ 368,370

Proceeds from issuance of common stock, net of costs of $ 94,160 - Related Party

$ ( 235,840,492 )

June 30, 2022

$ 254,638,329

Balance, September 30, 2022

$ ( 250,969,890 )

option based compensation

compensation - restricted stock units

from issuance of common stock, net of costs of $368,370

from issuance of common stock, net of costs of $94,160 - Related Party

( 10,415,711 )

September 30, 2022

( 261,385,601 )

compensation - restricted stock units

option based compensation

exercise of options

exercise of warrants

from exercise of options

from issuance of common stock, net of costs of $1,206,206

( 15,687,002 )

December 31, 2022

$ 303,137,216

$ ( 277,072,603 )

accompanying notes to unaudited condensed financial statements

to Condensed Financial Statements

the Three Months Ended September 30, 2022 and 2021

the Three and Six Months Ended December 31, 2022 and 2021

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

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

neurodegenerative disease, BioVie acquired the biopharmaceutical assets of NeurMedix, Inc.

(“NeurMedix”), a privately held

clinical-stage pharmaceutical company, in June 2021 (See Note 5 Related Party Transactions ).

The acquired assets included NE3107,

a potentially selective inhibitor of inflammatory extracellular single-regulated kinase(“ERK”) signaling that, based on animal

studies, is believed to reduce neuroinflammation.

NE3107 is 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 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.

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 Alzheimer’s disease (NCT04669028).

In August 2021, the study was initiated and the Company is anticipating top

line results in mid-calendar year 2023.

January 20, 2022, the Company initiated a study by treating the first patient, in it’s Phase 2 study assessing NE3107’s safety

and tolerability and potential pro-motoric impact in Parkinson’s disease patients.

The NM201 study (NCT05083260) is a double-blind,

placebo-controlled, safety, tolerability, and pharmacokinetics study in Parkinson’s Disease (PD).

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 Parkinson’s Disease Rating (MDS-UPDRS) parts 1-3, ON/OFF Diary, and Non-Motor Symptom Scale.

Topline results

are expected for the NM201 study in December 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

Company acquired the biopharmaceutical assets of NeurMedix, Inc.

(“NeurMedix”), a privately held clinical-stage pharmaceutical

company, in June 2021 (See Note 5 Related Party Transactions ).

The acquired assets included NE3107, a potentially selective inhibitor

of inflammatory extracellular single-regulated kinase(“ERK”) signaling that, based on animal studies, is believed to reduce

neuroinflammation.

NE3107 is 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 Alzheimer’s Disease (AD) and Parkinson’s Disease

(PD), and NE3107 could, if approved represent an entirely new medical approach to treating these devastating conditions affecting an

estimated 6 million Americans suffering from AD and 1 million Americans suffering from PD.

In August 2021, the Company initiated the

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

NE3107 in subjects who have mild to moderate AD (NCT04669028).

The Company is targeting primary completion of this study in the third

quarter of calendar year 2023.

December 2022, the Company released topline results from its Phase 2 study assessing NE3107’s safety and tolerability and potential

pro-motoric impact in Parkinson’s disease patients.

The NM201 study (NCT05083260) was a double-blind, placebo-controlled, safety,

tolerability, and pharmacokinetics study in PD participants treated with carbidopa/levodopa and NE3107.

Forty-five patients with a defined

L-dopa “off state” were randomized 1:1 to placebo:

NE3107 20 mg twice daily for 28 days.

The trial was launched with two

design objectives:

1) the primary objectives are safety and a drug-drug interaction study (as requested by the FDA) to demonstrate the

absence of adverse interactions of NE3107 with levodopa;

and 2) the secondary objective is to determine if preclinical indications of

promotoric activity and apparent enhancement of levodopa activity can be seen in humans.

Both objectives of the study were met.

continues to process its findings from its completed NM201 study as it prepares for the next round of clinical studies in PD.

Neuroinflammation,

insulin resistance, and oxidative stress are common features in the major neurodegenerative diseases, including AD, PD, frontotemporal

lobar dementia, and Amyotrophic lateral sclerosis (ALS).

NE3107 is an oral small molecule, blood-brain permeable, compound with potential

anti-inflammatory, insulin sensitizing, and ERK-binding properties that may allow it to selectively inhibit ERK-, NFκB- and TNF-stimulated

inflammation.

NE3107’s potential to inhibit neuroinflammation and insulin resistance forms the basis for the Company’s work

testing the molecule in AD and PD patients.

NE3107 is patented in the United States, Australia, Canada, Europe and South Korea.

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

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.

Top-line results

from this trial are expected in mid-calendar year 2023.

BIV201 development program was initiated by LAT Pharma LLC.

On April 11, 2016, the Company acquired LAT Pharma LLC and the rights to

its BIV201 development program.

The Company currently owns all development and marketing rights to its drug candidate.

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 Edge, Inc.

The Company’s Orphan drug candidate BIV201

(continuous infusion terlipressin), with FDA Fast Track status, is being evaluated in a US Phase 2b study for the treatment of refractory

ascites due to liver cirrhosis with top-line results anticipated in mid-2023.

BIV201 is administered as a patent-pending liquid formulation.

The active agent is approved in the U.S.

and in about 40 countries for related complications of advanced liver cirrhosis.

BIV201 development program was initiated by LAT Pharma LLC (“LAT Pharma”).

On April 11, 2016, the Company acquired LAT Pharma

and the rights to its BIV201 development program.

The Company currently owns all development and marketing rights to this drug candidate.

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

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

be shared by the members of LAT Pharma, PharmaIn Corporation and The Barrett Edge, Inc

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

factors include, but are not limited to:

the results of clinical testing and trial activities of the Company’s products, the

Company’s 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 Company’s ability to negotiate

favorable licensing or other manufacturing and marketing agreements for its products;

and the Company’s ability to raise

The Company’s 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,

2022, the Company had working capital of approximately $ 17.5

include, but are not limited to:

the results of clinical testing and trial activities;

the Company’s 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, if approved;

the Company’s ability to negotiate favorable licensing or other manufacturing and

marketing agreements for its products, if approved;

and the Company’s ability to raise capital to support its operations.

The Company’s

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, 2022, the Company had working capital

of approximately $ 38.2

million, cash of approximately $ 45.7

1 unchanged sentence

million, and an accumulated deficit of approximately

261,385,601 million.

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

The Company’s future operations are dependent on the success of the Company’s ongoing development and

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

Although our cash balance may possibly

sustain operations over the next 12 months from the balance sheet date if measures are taken to delay planned

expenditures in our research protocols and slow the progress in the Company’s clinical programs, the Company’s 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.

The Company has not generated

any revenue to date and no revenue is expected in the foreseeable future.

The Company’s future operations are dependent on the

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

Although our cash balance may sustain operations over the next 12 months from the balance sheet date if measures

are taken to delay planned expenditures in our research protocols and slow the progress in the Company’s clinical programs, the

Company’s current planned operations to meet certain goals and objectives project cash flows to be depleted within that period

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

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 Company’s 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, and has impacted and may continue to impact the

potential patient participation in our studies, which may adversely impact our ability to continue or complete our clinical trials in

the planned timeline.

duration and spread of the COVID-19 pandemic and the long-term impact of COVID-19 and any variants on the financial markets and the overall

economy continue to be 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 Company’s 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, and has impacted and may continue to

impact the potential patient participation in our studies, which may adversely impact our ability to continue or complete our clinical

trials on the Company’s planned timeline.

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

23 unchanged sentences

For a summary of significant accounting policies, see the

Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and 2021, filed with the SEC on September 27, 2022.

Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on September 27, 2022 (the “2022

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

1 unchanged sentence

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, 2022 and 2021, 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, 2022 and 2021:

shares of Class A common stock, par value $ 0.0001 per share (“common stock”), outstanding during the period.

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, 2022 and 2021, 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 December 31, 2022 and 2021:

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

September 30,

Number of Shares

Stock Options

Accounting Pronouncements

Company considers the applicability and impact of all Accounting Standards Updates (“ASU’s”).

There were no recent

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

Company’s intangible assets consist of intellectual property acquired from LAT Pharma, Inc.

and are amortized over their estimated

useful lives.

following is a summary of the intangible assets as of September 30, 2022 and June 30, 2022:

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

There have been no recent ASUs

that are expected to have a material impact on the Company’s balance sheets or statements of operations since the 2022 Form 10-K.

Company’s intangible assets consist of intellectual property acquired from LAT Pharma.

and are amortized over their estimated useful

The following is a summary of the Company’s intangible assets as of December 31, 2022 and June 30, 2022:

Schedule of intangible assets

September 30,

Intellectual Property

Less Accumulated Amortization

Accumulated Amortization

( 1,541,986 )

( 1,427,298 )

Intellectual Property, Net

expense was $ 57,344 in each of the three-month periods ended September 30, 2022 and 2021.

The Company amortizes intellectual property

over the expected original useful lives of 10 years.

Property, Net

expense was $ 57,344 in each of the three-month periods ended December 31, 2022 and 2021.

Amortization expense was $ 114,688 and $ 114,689

in each of the six-month periods ended December 31, 2022 and 2021, respectively.

The Company amortizes intellectual property over the

expected, original useful lives of 10 years.

future amortization expense is as follows:

Schedule of future amortization expense

Year ending June 30, 2023 (Remaining nine months)

ending June 30, 2023 (Remaining six months)

Intellectual Property, Net

Party Transactions

Transactions with Acuitas

July 15, 2022, the Company entered into a securities purchase agreement with Acuitas Group

Holdings, LLC, (Acuitas), the company’s majority shareholder, pursuant to which Acuitas agreed to purchase from the Company,

in a private placement (i) an aggregate of 3,636,364

shares of the Company’s Class A common stock, par value $0.0001 per share at a price of $1.65 per share (“PIPE

Shares”), and (ii) a warrant to purchase 7,272,728 shares of Common Stock (“Warrant Shares”), at an exercise price

of $1.82, with a term of exercise of five years;

(collectively, the “Securities”).

The warrant has a down round feature

that reduces the exercise price if the Company sells stock for lower price.

On August 15, 2022, the Company received net proceeds of

approximately $5.9 million net of costs of approximately $94,000 and entered into an amended and restated registration statement

with Acuitas, which amended and restated that certain Registration Rights Agreement, dated as of June 10, 2021, by and between the

Company and Acuitas (the “Existing Registration Rights Agreement”), to amend the definition of “Registrable

Securities” in the Existing Registration Rights Agreement to include the PIPE Shares and the Warrant Shares as Registrable

Securities thereunder.

July 15, 2022, the Company entered into a securities purchase agreement with Acuitas Group Holdings, LLC (Acuitas), the Company’s

majority stockholder, pursuant to which Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 3,636,364

shares of the Company’s common stock, at a price of $1.65 per share (the “PIPE Shares”), and (ii) a warrant to purchase

7,272,728 shares of Common Stock (“PIPE Warrant Shares”), at an exercise price of $1.82, with a term of exercise of five

The warrant has a down round feature that reduces the exercise price of the warrant if the Company sells stock at a price lower

than the exercise price of the warrant.

On August 15, 2022, the Company received net proceeds of approximately $5.9 million, net of costs

of approximately $94,000, and entered into an amended and restated registration agreement with Acuitas, which amended and restated that

certain registration rights agreement, dated as of June 10, 2021, by and between the Company and Acuitas (the “Existing Registration

Rights Agreement”), to amend the definition of “Registrable Securities” in the Existing Registration Rights Agreement

to include the PIPE Shares and the PIPE Warrant Shares as Registrable Securities thereunder.

Acquisition with NeurMedix

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

Agreement (“APA”) with NeurMedix and 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 Alzheimer’s Disease and

Parkinson’s Disease.

On June 10, 2021, and pursuant to the APA, the Company issued to Acuitas (as NeurMedix’s assignee)

8,361,308 shares of the Company’s common stock and made a cash payment of approximately $2.3 million.

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 in process research and development expense in

the year ended June 30, 2021.

to the terms and conditions of the Asset Purchase Agreement, following the closing, the Company may be 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 Company’s common stock having an aggregate value of up to $3.0 billion,

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

the Company 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 Company’s issued and outstanding common stock.

Pursuant to Amendment

1 to the APA, dated May 9, 2021, the Company may now be obligated to deliver contingent stock consideration to NeurMedix (or its

successor) consisting of up to 18 million shares of BioVie’s common stock, with 4.5 million shares issuable upon the achievement

of each of the four milestones set forth in the APA, 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 Company’s issued and outstanding common stock.

current portion of other liabilities at September 30, 2022 of $ 483,854

and $724,330 of the $1.3

1,304,925 million of the current portion of other liabilities at June 30, 2022, represented retention bonus arrangements with

certain employees that were recognized in August 2021 totaling $ 1,161,000 .

The payment terms of the retention bonus arrangement are equal monthly installments over a 24-month period and began in August

April 27, 2021, the Company entered into an Asset Purchase Agreement (“APA”) with NeurMedix and Acuitas, which are related

party affiliates, pursuant to which the Company acquired certain assets from NeurMedix and assumed certain liabilities of NeurMedix,.

The acquired assets include, among others, certain assets related to the drug candidates then being developed by NeurMedix, including

On June 10, 2021, and pursuant to the terms of the APA, the Company issued to Acuitas (as NeurMedix’s assignee) 8,361,308

shares of the Company’s common stock and made a cash payment to Acuitas of approximately $2.3 million.

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 in process research and development expense in the year ended

June 30, 2021.

the Company was obligated to deliver contingent stock consideration to NeurMedix (or its successor) consisting of shares of the Company’s

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

milestones related to the drug candidates to be acquired by the Company 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 Company’s

issued and outstanding common stock.

Subject to the terms and conditions of the APA, as amended, the Company may now be obligated to

deliver contingent stock consideration to NeurMedix (or its successor) consisting of up to 18 million shares of the Company’s common

stock, with 4.5 million shares issuable upon the achievement of each of the four milestones set forth in the APA, 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

Company’s issued and outstanding common stock.

current portion of other liabilities at December 31, 2022 were $ 338,698 and at June 30, 2022 was $1.3 1,304,925 million, including $338,698 and

$580,614, respectively, of retention bonus payable for arrangements with certain employees.

The payment terms of the total retention

bonus arrangements of $ 1,161,000 recognized in August 2021 provided for equal monthly installments over a 24-month period and began in August

November 30, 2021 (the “Closing Date”), the Company entered into a Loan and Security Agreement and the Supplement to the

1 unchanged sentence

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

(“AVOPII”) 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”).

The Loan had the additional capacity of up to $5 million available to the Company on or prior to September

15, 2022, subject to the Company’s achievement of certain milestones with respect to certain of its ongoing clinical trials which

were not achieved.

(“AVOPII,” and together with AVOPI, “Avenue”)

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

On the Closing Date, $15 million

of the Loan was funded (“Tranche 1”).

The Loan provided for an additional $5 million to be available to the Company on or

prior to September 15, 2022, subject to the Company’s achievement of certain milestones with respect to certain of its ongoing

clinical trials, which were not achieved.

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 prime rate at September 30, 2022 was 5.5%.

The prime rate at December 31, 2022 was 7.5 % .

The Loan is secured by a lien upon and security

3 unchanged sentences

Loan Agreement requires monthly interest-only payments during the first eighteen months of the term of the Loan.

Following the interest-only

period, the Company will make equal monthly payments of principal, plus accrued interest, until the Loan’s 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 Loan’s 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

Following the

interest-only period, the Company will make equal monthly payments of principal, plus accrued interest, until the Loan’s

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

At the Loan’s maturity date, or on the date of the prepayment of the Loan, the Company will be obligated to pay

a final payment equal to 4.25% of the Loan commitment amount, the sum of Tranche 1 and Tranche 2.

Loan Agreement includes a conversion option to convert up to $5.0 million of the principal amount of the Loan outstanding at the option

of the Lenders, into shares of the Company’s Class A common stock at a conversion price of $6.98 per share.

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

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 of the Loan.

of Avenue , into shares of the Company’s common stock at a conversion price of $6.98 per share.

the Closing Date, the Company issued to Avenue warrants to purchase 361,002 shares of common stock of the Company (the “Avenue

Warrants”) at an exercise price per share equal to $5.82.

The Avenue Warrants are exercisable until November 30, 2026.

amount of the carrying value of the notes payable was determined by allocating portions of the outstanding principal of the notes;

approximately $ 1.4

million to the fair value of the Avenue Warrants and approximately $ 2.2 million to the fair value of the embedded conversion option.

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 the term of the Loan.

The adjusted effective interest rate is 25%.

interest expense of approximately $ 1.1

million for the three months ended December 31, 2022, was recognized in the accompanying statements of operations and included the

interest only payments totaling approximately $ 518,000 ,

the amortization of financing costs of approximately $ 43,000 ,

unearned discount of approximately $ 400,000

and the accretion of loan premium of approximately $93,000.

The total interest expense of approximately $ 2.1

million for the three months ended September 30, 2022;

was recognized in the accompanying statements of operations and included the interest

only payments totaling approximately $ 470,000 , the amortization of financing costs of approximately $ 43,000 , unearned discount of approximately

$ 400,000 and the accretion of loan premium totaled of approximately $ 144,000 .

As of September 30, 2022, the outstanding principal balance

of $15 million would be paid in 18 monthly equal installments beginning July 1, 2023;

a total of $10.0 million and $5.0 million in the

fiscal years ended June 30, 2024 and 2025 respectively.

following is a summary of the Notes Payable as of September 30, 2022 and June 30, 2022:

million for the six- months ended December 31, 2022, was recognized in the accompanying statements of operations and included

interest only payments totaling approximately $ 987,000 ,

the amortization of financing costs of approximately $ 85,000 ,

unearned discount of approximately $ 800,000

and the accretion of loan premium of approximately $237,000.

of December 31, 2022, the remaining principal balance of $15 million under the Loan is payable in 18 monthly equal installments beginning

July 1, 2023;

for a total of $10.0 million and $5.0 million in the fiscal years ended June 30, 2024 and 2025 respectively.

following is a summary of the Notes Payable as of December 31, 2022 and June 30, 2022:

Schedule of note payable

September 30,

Notes Payable

Less debt financing costs

Less unearned discount

debt financing costs

unearned discount

( 1,935,080 )

( 2,735,802 )

Plus accretion of loan premium

Notes Payable, net of financing costs, unearned premiums and discount

accretion of loan premium

Payable, net of financing costs, unearned premiums and discount

future amortization expense and accretion of premium is as follows:

Schedule of Estimated future amortization expense and accretion of premium

Unearned Discount

Debt Financing Costs

Loan accretion Premium

Year ending June 30, 2023 (Remaining 9 months)

Financing Costs

accretion Premium

ending June 30, 2023 (Remaining 6 months)

Value Measurements

September 30, 2022 and June 30, 2022, the estimated fair value of derivative liabilities measured on a recurring basis are as follows:

December 31, 2022 and June 30, 2022, the estimated fair value of derivative liabilities measured on a recurring basis are as follows:

Schedule of derivative liabilities at fair value

Fair Value Measurements at

September 30, 2022

Derivative liability - Warrants

liability Warrants

liability Conversion option on notes payable

Total derivatives

Fair Value Measurements at

June 30, 2022

Derivative liability - Warrants

Value Measurements at

liability Warrants

liability Conversion option on note payable

Total derivatives

following table presents the activity for liabilities measured at fair value using unobservable inputs for the three months ended September

30, 2022 and 2021:

following table presents the activity for liabilities measured at fair value using unobservable inputs for the six months ended December

Fair value, liabilities measured on recurring basis

Derivative liabilities - Warrants

Derivative liability - Conversion Option on Convertible Debenture

Balance at July 1, 2022

Additions to level 3 liabilities

Change in in fair value of level 3 liability

Transfer in and/or out of Level 3

Balance at September 30, 2022

Derivative liabilities - Warrants

Derivative liability - Conversion Option on Convertible Debenture

Balance at July 1, 2021

Additions to level 3 liabilities

Change in fair value of level 3 liability

Transfer in and/or out of Level 3

Balance at September 30, 2021

fair values of derivative liabilities for the warrants and conversion option at September 30, 2022 in the accompanying balance sheet,

were approximately $443,000 and approximately $507,000, respectively.

The total change in the fair value of the derivative liabilities

totaled approximately $567,000 for the three months ended September 30, 2022, and accordingly, was recorded in the accompanying statement

of operations.

The assumptions used in the Black Scholes model to value the derivative liabilities at September 30, 2022 included the

closing stock price of $ 2.49 per share, and for the warrants the exercise price of $ 5.82 , 5 -year term, risk free rate of 4.06 % and volatility

liabilities Avenue Warrants

liability Conversion Option on Convertible Debenture

at July 1, 2022

to level 3 liabilities

in in fair value of level 3 liability

in and/or out of Level 3

at December 31, 2022

following table presents the activity for liabilities measured at fair value using unobservable inputs for the six months ended December

liabilities Avenue Warrants

liability Conversion Option on Convertible Debenture

at July 1, 2021

to level 3 liabilities

in fair value of level 3 liability

in and/or out of Level 3

at December 31, 2021

fair values of derivative liabilities for the Avenue Warrants and conversion option at December 31, 2022 in the accompanying balance

sheet, were approximately $1.8 million and approximately $2.3 million, respectively.

The total change in the fair value of the

derivative liabilities totaled approximately $3.2 million and $3.8 million for the three and six months ended December 31, 2022,

respectively;

and accordingly, was recorded in the accompanying statement of operations.

The assumptions used in the Black Scholes

model to value the derivative liabilities at December 31, 2022 included the closing stock price of $ 7.77

for the Avenue Warrants, the exercise price of $ 5.82 , 4 -year

term, risk free rate of 4.11 %

and volatility of 78.5 %;

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

3 -year term, risk free rate

of 4.3 % and volatility of 83.9 %.

liability – Warrants

term, risk free rate of 4.41 %

and volatility of 66.9 %.

liability – Avenue Warrants

Company accounts for stock purchase warrants as either equity instruments or derivative liabilities depending on the specific terms of

1 unchanged sentence

Under applicable accounting guidance, stock warrants that are precluded from being indexed to the Company’s

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 Company’s own stock, and accordingly, were recorded as a derivative liability at fair

value in the accompany balance sheet at September 30, 2022.

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 September 30, 2022.

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

the closing stock price of $ 6.44 per share;

price of $ 5.82 ;

a risk free rate of 1.14 % and volatility of 74.4 %.

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 for as derivative financial instruments.

Avenue Warrants were not considered to be indexed to the Company’s own stock, and accordingly, were recorded as a derivative liability at fair

value in the accompany balance sheet at December 31, 2022.

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 Avenue Warrants are recorded at their fair values at the date of issuance and remeasured at

December 31, 2022.

The assumptions used for the fair value calculation at November 30, 2021 included:

the closing stock price of

the exercise price of $ 5.82 ;

a risk free rate of 1.14 %

and volatility of 74.4 %.

derivative liability – Conversion Option

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 embedded derivative liability represents the

optional conversion feature of up to $5.0 million of the outstanding Loan, which meets the definition of a derivative and requires bifurcation

from the loan amount.

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 conversion option from the Loan amount funded.

The assumption used for the fair value calculation at November 30, 2021 included:

the closing stock price of $ 6.44 per share;

1 unchanged sentence

risk free rate of 0.81 % and volatility of 76.85 %.

following table summarizes the activity relating to the Company’s stock options for the three months ended September 30, 2022:

following table summarizes the activity relating to the Company’s stock options for the six months ended December 31, 2022:

Schedule of summarizes the activity relating to the Company’s stock options

Average Exercise Price

Weighted Remaining Average Contractual Term

Aggregate Intrinsic Value

Outstanding at June 30, 2022

Options Expired

Options Canceled

Options Forfeited

Outstanding at September 30, 2022

Exercisable at September 30, 2022

Weighed-Average

Exercise Price

Remaining Average Contractual Term

Intrinsic Value

at June 30, 2022

at December 31, 2022

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 and no stock options were issued for the three months ended

September 30, 2022:

weighted-average assumptions for the six months ended December 31, 2022 and 2021:

Schedule of assumptions used

September 30, 2021

Expected life of options (In years)

Expected volatility

Risk free interest rate

Dividend Yield

life of options (In years)

free interest rate

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

2 unchanged sentences

as they are incurred.

Company recorded stock option-based compensation expense of $ 878,640 and $ 1,926,962 for three-month periods ended September 30, 2022

and 2021, respectively.

following is a summary of stock options outstanding and exercisable by exercise price as of September 30, 2022:

total stock option-based compensation expense for three-month ended December 31, 2022 and 2021 was of $ 1,712,787 and $ 1,147,422 , respectively

and for the six months ended December 31,2022 and 2021 was $ 2,591,427 and $ 3,074,384 , respectively.

following is a summary of stock options outstanding and exercisable by exercise price as of December 31, 2022:

Schedule of summary of stock options outstanding and exercisable

Exercise Price

Weighted Average Contract Life

Average Contract Life

of common stock for cash

the 3 months ended September 30,2021, the Company issued 2,592,000 of its Class A common stock at $ 8.00 per share in connection with

its registered public offering of approximately $ 18.5 million, net of issuance costs of approximately $ 2.2 million.

August 31, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor

Fitzgerald & Co.

the three months ended September 30, 2021, the Company issued 2,592,000 of its Class A common stock at $ 8.00 per share in connection

with its registered public offering of approximately $ 18.5 million, net of issuance costs of approximately $ 2.2 million.

August 31, 2022, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with

Cantor Fitzgerald & Co.

Riley Securities, Inc.

(collectively, the “Agents”), pursuant to which the Company may issue

and sell from time-to-time shares of Company’s Class A common stock, par value $ 0.0001 per share, through the Agents, subject to

the terms and conditions of the Sales Agreement.

As of September 30, 2022, the Company has issued 1,544,872 shares under the Sales Agreement

for a total net proceeds of $ 5.9 million after commissions and expenses of approximately $ 400,000 .

of Shares for Services

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

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 Company’s common stock.

Each RSU awarded 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

Accordingly, the common stock was issued to the CEO at each of the quarter end vesting dates.

June 21, 2022, the Company awarded 124,520 RSUs to the President and CEO under the Company’s 2019 Omnibus.

Each RSU awarded to

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

The RSUs vest in equal installments over three years on the anniversary

The grant date fair value was $ 1.69 per share of the Company’s common stock.

The stock-based compensation expense related

to these RSUs totaled $ 17,537 for the three months ended September 30, 2022.

(collectively, the “Agents”), pursuant to which the Company

may issue and sell from time-to-time shares of the Company’s common stock through the Agents, subject to the terms and

conditions of the Sales Agreement.

During the three months ended December 31, 2022, the Company sold 4,312,741 shares

of common stock under the Sales Agreement for total net proceeds of $ 32.5 million

commissions and expenses of approximately $ 1.2 million.

the six months ended December 31, 2022, the Company sold 5,857,613 shares of common stock under the Sales Agreement for total net

proceeds of $ 38.4 million after 3 % commissions and expenses of approximately $ 1.6 million.

Issuance of common stock through exercise of stock options and warrants

the three months ended December 31, 2022, the Company issued 21,882 shares of common stock pursuant to a cashless exercise of stock options

to purchase 99,300 shares at an average exercise price of $ 7.64

November 2022, the Company issued 800 shares of common stock pursuant to a cash exercise of stock options to purchase 800 shares at an

average exercise price of $ 2.80 per share.

October, the Company issued 3,590 shares of common stock pursuant to a cashless exercise of warrants to purchase 8,000 shares at an average

exercise price of $ 2.25 .

of restricted stock units for services

August 20, 2021, the Company awarded 58,759

restricted stock units (“RSUs”) to

the Company’s President and CEO under the Company’s 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 Company’s common stock.

Each RSU awarded to the CEO entitled 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 remaining 21,710 vested at December 31, 2021.

Accordingly, the CEO was issued an aggregate of 58,759 shares of common

stock over the vesting period of the RSUs.

The stock-based compensation expense related to these RSUs was $ 384,456 .

June 21, 2022, the Company awarded 124,520

RSUs to the President and CEO under the Company’s 2019 Omnibus Plan.

Each RSU awarded to the CEO entitles him to receive one share

of common stock upon vesting.

The RSUs vest in three equal annual installments over three years on the anniversary grant date.

grant date fair value was $ 1.69

per share of the Company’s common stock.

The stock-based compensation expense related to these RSUs was $ 17,537

for the three and six months ended December 31, 2022, respectively.

November 23, 2022, the Company awarded 506,496

RSUs to certain employees and a consultant, with

a grant date fair value of $ 6.12

Twenty-five percent of these RSU vested

on the grant date and the remaining RSUs vest in three equal installments over three years beginning on the first anniversary of the

For the three months ended December 31, 2022, the stock-based compensation expense related to these RSUs was $ 584,424 .

November 23, 2022, the Company issued equity awards for the board of directors’ annual compensation.

Four directors received RSUs

to purchase a total of 155,636 shares of common stock at the grant date fair value of $ 6.12 per share, a total cost of $ 952,492 recognized

as stock compensation in the three months ended December 31, 2022.

Three directors received stock options to purchase 195,000 shares

of common stock at an exercise price of $ 6.12 per share, the grant date fair value.

The total stock compensation cost of stock options

of $ 791,700 was recognized in the three months ended December 31, 2022.

The equity awards vest every three months beginning from the

last annual shareholders’ meeting on November 9, 2022 on February 9, 2023, May 9, 2023, August 9, 2023 and the earlier of November

9, 2023 or the next annual shareholders’ meeting.

While the agreements contain certain

contractual vesting terms, there are circumstances where the vesting can be accelerated that is not within the Company‘s control

and as a result, for accounting purposes, the awards are assumed to have been fully vested on the grant date, accordingly, the Company

recognized the total compensation cost of $ 1,744,192 on November 23, 2022.

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 exercise price

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

of the grant date or the date as of which the options were fully exercised.

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 of the shares underlying the options awarded vested on the

grant date, and the remaining 80% will vest equally over a 5 -year

period, on the first, second, third, fourth and fifth anniversary of the grant date.

The exercise price of the options is $ 7.74

per share, the grant date fair value of the stock, and the options terminate on the earlier of the tenth anniversary of the grant

date or the date on which the options have been fully exercised.

Pursuant to a former employee Separation Agreement, dated April 11, 2022,

1 unchanged sentence

Options Grant”).

Pursuant to the terms of the Separation Agreement of the employee, effective on July 8, 2022, (“the Separation

Date”), the Company accelerated the vesting of options to purchase 74,500 shares of common stock as deemed vested, (“Accelerated

Options”) and after giving effect to the Accelerated Options, extended the exercise period of the total vested outstanding and unexercised

options totaling 99,333 of the 2021 Options Grant as of July 8, 2022 to one year following the Separation Date.

The unvested portion of

the 2021 option grant of 24,834 was canceled.

The modification were remeasured as of the July 8, 2022 and the incremental difference totaled

$181,154, net credit;

due to the original exercise price of $7.74 is greater than the stock price of $1.80 on the remeasurement date and

accordingly was recognized on July 8, 2022.

following table summarizes warrant activity during the three months ended September 30, 2022:

Pursuant to the terms of the Separation Agreement, effective on July 8, 2022 (“the Separation Date”),

the Company accelerated the vesting of options scheduled to vest on the first and second anniversary of the grant date as deemed vested

(“Accelerated Options”) and after giving effect to the Accelerated Options, extended the exercise period of the total vested

outstanding and unexercised options (totaling 74,500 options) to one year following the Separation Date.

The unvested portion of the

2021 Option Grant (totaling 49,667 options) was canceled.

The modification was remeasured as of July 8, 2022 and the incremental difference

totaled $181,154, net credit, due to the original exercise price of $7.74 being greater than the stock price of $1.80 on the remeasurement

date, and accordingly was recognized on July 8, 2022.

December 6, 2022, the Company granted stock options to purchase 10,000 shares of common stock to a new employee.

Twenty percent (20%)

of the shares underlying the options awarded vest on the one year anniversary of the grant date, and the remaining 80% vest in equal

monthly installments over 48 month.

The exercise price is $ 5.21 per share, the grant date fair value, and the options terminate on the

tenth anniversary of the grant date.

following table summarizes warrant activity during the six months ended December 31, 2022:

Summary of warrants activity

4 unchanged sentences

Outstanding and exercisable at June 30, 2022

Outstanding and exercisable at September 30, 2022

the above warrants, 909 expire in the fiscal year ending June 30, 2023, 109,380 expire in the fiscal year ending June 30, 2025, 35,175

expire in the fiscal year ending June 30, 2026, and 7,633,730 expire in the fiscal year ending June 30, 2027.

November 1, 2021, the Company relocated its headquarters to Nevada.

The Company paid an annual rent of $2,200 for the address at 680

W Nye Lane, Suite 201, Carson City Nevada 897603.

The rental agreement is for a one year term.

Outstanding and exercisable at December 31, 2022

the above warrants, 101,380 expire in the fiscal year ending June 30, 2025, 35,175 expire in the fiscal year ending June 30, 2026, and

7,633,730 expire in the fiscal year ending June 30, 2027.

Company paid an annual rent of $2,200 for its headquarters at 680 W Nye Lane, Suite 201, Carson City Nevada 897603.

The rental agreement

is for a one year term.

February 26, 2022, the Company’s San Diego office relocated to 5090 Shoreham Place, San Diego, CA 92122.

The office lease term

for 38 months, commenced on March 1, 2022.

The monthly base rate of $4,175 begins June 1, 2022, with annual increases of three percent.

operating lease cost recognized in in our statement of operations was approximately $ 12,800 and $ 25,400 for the three months ended September

The term for the new office

lease is 38 months and commenced on March 1, 2022.

The monthly base rate of $4,175 begins June 1, 2022, with annual increases of

three percent.

operating lease cost recognized in our statement of operations was approximately $ 13,000 and $ 27,700 for the three months ended December

31, 2022 and 2021, respectively.

following table provides balance sheet information related to leases as of September 30, 2022 and June 30, 2022:

The operating lease cost recognized in our statement of operations was approximately $ 25,900 and

$ 53,100 for the six months ended December 31, 2022 and 2021, respectively.

following table provides balance sheet information related to leases as of December 31, 2022 and June 30, 2022:

Schedule of balance sheet information related to leases

September 30, 2022

June 30, 2022

Operating lease, right-of-use asset, net

2 unchanged sentences

Total operating lease liabilities

September 30, 2022, the future estimated minimum lease payments under non-cancelable operating leases are as follows:

December 31, 2022, the future estimated minimum lease payments under non-cancelable operating leases are as follows:

Schedule of future estimated minimum lease payments under non-cancelable operating leases

Year ending June 30, 2023 (Remaining 6 months)

Total minimum lease payments

Toal minimum lease payments

Less amount representing interest

Present value of future minimum lease payments

Less current portion of operating lease liabilities

Less currrent portion of operating lease liabilities

Operating lease liabilities, net of current portion

weighted average remaining lease term and discount rate as of September 30, 2022 and June 30, 2022 were as follows:

weighted average remaining lease term and discount rate as of December 31, 2022 and June 30, 2022 were as follows:

Schedule of weighted average remaining lease term and discount rate

September 30, 2022

June 30, 2022

Weighted average remaining lease term (Years)

3 unchanged sentences

and Contingencies

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.

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.

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

2016, by and between our predecessor entities, LAT Pharma and NanoAntibiotics, Inc., the Company is obligated to pay a low single digit

royalty on net sales of BIV201 (continuous infusion terlipressin) to be shared by the members of LAT Pharma Members, PharmaIn Corporation,

and The Barrett Edge, Inc.

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

2016, by and between the Company and the University of Padova (Italy), the Company 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

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”).

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

1 unchanged sentence

For the three

months ended September 30, 2022 and 2021, the Company made contributions of approximately $ 45,479 and $ 23,613 , respectively.

November 4, 2022, the Company issued 367,511 shares of common stock for net proceeds of $ 1.2 million net of cost of approximately

$ 26,000 under the Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

(collectively, the “Agents”), pursuant to which the Company may issue and sell from

time-to-time shares of Company’s Class A common stock, par value $ 0.0001 per share, through the Agents, subject to the terms

and conditions of the Sales Agreement.

months ended December 31, 2022 and 2021, the Company made contributions of approximately $ 19,000 and $ 23,000 , respectively.

months ended December 31, 2022 and 2021, the Company made contributions of approximately $ 64,192 and $ 46,600 , respectively.

January 2023, the Company sold 483,036

shares of common stock for net proceeds of $ 2.9

million net of 3% commission and expenses totaling

approximately $ 90,000

under the Sales Agreement with the Agents.

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