What changed in this filing

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Item 9A. Controls and Procedures

2023-08-16 compared with 2022-09-27 · 1526 added, 1794 removed, 294 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have evaluated, with the participation of our principal executive and

our principle financial officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15(d)-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Annual

Report on Form 10-K.

Based on this evaluation, our principal executive officer and our principal financial officer have concluded that

our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we

file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s

rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers,

or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of the effectiveness

of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or

that the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our

management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting as of June 30, 2022 using the criteria established in Internal Control Integrated Framework

(“2013 Framework”) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

on our evaluation using those criteria, our management has concluded that, as of June 30, 2022, our internal control over financial reporting

was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles for the reasons discussed above.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting

during quarter ended June 30, 2022, that materially affected, or are reasonably likely to materially affect our internal controls over

financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information regarding our Board

of Directors, our executive officers, and some of our key employees, as of September 13, 2022.

Director Since

CEO & President and Director

Terren Peizer

Joanne Wendy Kim

Chief Financial Officer

Chief Medical Officer

Penelope Markham, PhD

EVP - Liver Cirrhosis R&D

Chris Readings, PhD

EVP - Neuroscience R&D

Clarence Ahlem

EVP - Neuroscience Product Development

Michael Sherman

Robert Hariri, MD, PhD

Sigmund Rogich

According to our Bylaws, the directors shall be elected at the annual meeting

of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.

A director need

not be a stockholder.

Directors shall not receive any stated salary for their services as directors or as members of committees, but by

resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.

shall not be construed to preclude any director from serving the Company in any other capacity as an officer, agent or otherwise, and

receiving compensation therefor.

There are no familial relationships among any of our directors or officers.

Terren Peizer, Chairman of the Board of Directors, is also the founder of Catasys, Inc.

reporting company listed on Nasdaq

on whose board Mr.

Sherman also serves.

Additionally, Jim Lang currently serves as a director at OptimizeRX, a U.S.

reporting company

that is listed on the Nasdaq stock exchange.

None of our other directors or officers is or has been a Director or has held any form of

directorship in any other U.S.

reporting companies.

None of our directors or officers has been affiliated with any Company that has filed

for bankruptcy within the last five years.

We are not aware of any proceedings to which any of our officers or directors, or any associate

of any such officer or director, is a party that are adverse to the Company.

We are also not aware of any material interest of any of

our officers or directors that is adverse to our own interests.

AND PROCEDURES

of Disclosure Controls and Procedures

have evaluated, with the participation of our principal executive and our principle financial officer, the effectiveness of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange

Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our principal executive

officer and our principal financial officer have concluded that our disclosure controls and procedures were effective to ensure that

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SECs rules and forms, and is accumulated and communicated to our management,

including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)

and 15d-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Projections of any evaluation of the effectiveness of internal control to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures

may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June

30, 2023 using the criteria established in Internal Control Integrated Framework (2013 Framework) issued by the Committee

of Sponsoring Organization of the Treadway Commission (COSO).

Based on our evaluation using those criteria, our management

has concluded that, as of June 30, 2023, our internal control over financial reporting was effective to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles for the reasons discussed above.

in Internal Control Over Financial Reporting

were no changes in our internal controls over financial reporting during quarter ended June 30, 2023, that materially affected, or are

reasonably likely to materially affect our internal controls over financial reporting.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information

regarding our Board of Directors, our executive officers, and some of our key employees, as of August 9, 2023.

& President and Director

Medical Officer

Chairman of the Board

Hariri, MD, PhD

According to our Bylaws, the directors shall

be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected

and shall qualify.

A director need not be a stockholder.

Directors shall not receive any stated salary for their services as directors

or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance

at each meeting.

The Bylaws shall not be construed to preclude any director from serving the Company in any other capacity as an officer,

agent or otherwise, and receiving compensation therefor.

There are no familial relationships among

any of our directors or officers.

Biographical Information

Cuong Do , has served on the Company’s board of

directors since 2016 and effective April 27, 2021 was appointed the Company’s CEO and President.

He served as the President, Global

Strategy Group, at Samsung from February 2015 to December 2020.

Do helped set the strategic direction for Samsung Group’s diverse

business portfolio.

He was previously the Chief Strategy Officer for Merck from October 2011 to March 2014, and Tyco Electronics from

June 2009 to October 2011, and Lenovo from December 2007 to March 2009.

Do is a former senior partner at McKinsey & Company, where

he spent 17 years and helped build the healthcare, high tech and corporate finance practices.

He holds a BA from Dartmouth College, and

an MBA from the Tuck School of Business at Dartmouth.

We believe Mr.

Do’s qualifications to serve on our Board of Directors

and as the CEO are primarily based on his decades of experience as an executive in the pharma, biotech, and other high technology industries

and his extensive experience in strategy, corporate finance practice and the development of companies in all stages.

Terren Peizer , Chairman of the Board of Directors, since

July 2018, is an entrepreneur, investor, and financier with a particular interest in healthcare, having founded and successfully commercialized

several healthcare companies.

Peizer was the founder of Ontrak (Formerly known as Catasys, Inc.), a leader in behavioral and mental

health management services, having served as the Chairman of the Board of Directors since Ontrak’s inception in 2003 through April

Effective April 12, 2021, Mr.

Peizer was appointed to serve as Ontrak’s Executive Chairman.

He was the founder, Chairman

and CEO of NeurMedix, Inc., a biotechnology company with a focus on inflammatory, neurological and neuro-degenerative diseases.

is also Executive Chairman of Verde, Inc., a company producing 100% plant-based, compostable, and biodegradable plastic.

He is the Executive

Chairman of the mobility delivery company ZipMo, Inc.

He also is the Executive Chairman of the blockchain company, Casper Labs, Inc.

Peizer owns Acuitas Group Holdings, LLC, (Acuitas) his personal holding company that owns his portfolio Company interests.

Through Acuitas

Peizer owns, Acuitas Capital, LLC, an industry leader in investing in micro and small capitalization equities, having invested over

$1.5 billion directly into portfolio companies.

Peizer has been the largest beneficial shareholder of, and has held various senior

executive positions with several other publicly traded growth companies.

He served as Chairman of Cray, Inc., a supercomputer company

recently sold to Hewlet Packard, Inc.

Peizer has a background in venture capital, investing, mergers and acquisitions, corporate finance,

and previously held senior executive positions with the investment banking firms Goldman Sachs, First Boston, and Drexel Burnham Lambert.

He received his B.S.E.

in finance from The Wharton School of Finance and Commerce.

Cuong Do , has served on

the Company’s Board of Directors since 2016 and effective April 27, 2021 was appointed the Company’s CEO and President.

served as the President, Global Strategy Group, at Samsung from February 2015 to December 2020.

Do helped set the strategic direction

for Samsung Group’s diverse business portfolio.

He was previously the Chief Strategy Officer for Merck from October 2011 to March

2014, and Tyco Electronics from June 2009 to October 2011, and Lenovo from December 2007 to March 2009.

Do is a former senior partner

at McKinsey & Company, where he spent 17 years and helped build the healthcare, high tech and corporate finance practices.

a BA from Dartmouth College, and an MBA from the Tuck School of Business at Dartmouth.

We believe Mr.

Peizer’s qualifications to serve on our board of directors

include his role as an investor and executive positions in several private and public companies, including numerous companies in the healthcare

He has extensive knowledge and experience in the financial and healthcare industries and provides extensive insight and experience

with capital markets and publicly traded companies at all stages of development.

Joanne Wendy Kim has served as the

Company’s Chief Financial Officer since October 2018.

Kim previously served as CFO for several companies throughout her career,

previously with Landmark Education Enterprises, and prior to that;

other public entities in the entertainment and financial services industry

She provided interim CFO services to various organizations through Group JWK from 2016 to 2018.

Do’s qualifications

to serve on our Board of Directors and as the CEO are primarily based on his decades of experience as an executive in the pharma, biotech,

and other high technology industries and his extensive experience in strategy, corporate finance practice and the development of companies

in all stages.

Joanne Wendy Kim has served

as the Company’s Chief Financial Officer since October 2018.

Kim previously served as CFO for several companies throughout her

career, previously with Landmark Education Enterprises, and prior to that;

other public entities in the entertainment and financial services

industry sectors.

She provided interim CFO services to various organizations from 2016 to 2018.

In her various roles, Ms.

oversaw corporate finance and operational groups, closed eight acquisitions, secured bank financings, developed and implemented new business

strategies, managed risk and implemented new financial policies and procedures.

As a CPA professional, she advised on accounting transactions,

SEC reporting matters and other regulatory matters to clients serving as a Director at BDO USA, LLP’s National Office SEC Department

and sat the US desk in London for BDO LLP UK Firm in 2008-2016 and as a Senior Manager at KPMG in earlier part of her career.

more than 35 years of accounting and finance experience to this position.

Kim earned her BSA in accounting and finance at California

State University, Long Beach.

Wendy Kim’s qualifications to serve as our Chief

Financial Officer are primarily based on her 35 years of accounting and finance experience both as a CFO and as a CPA in major global

accounting and consultancy firms.

has served as our Chief Medical Officer since November 2021.

Formerly he served as the CMO at Zynerba Pharmaceuticals from July 2019 to

October 2021, responsible for clinical operations, development, regulatory, and medical affairs.

Prior to his time at Zynerba, Dr.

held senior worldwide governance roles at Mitsubishi Tanabe Pharma in both the United States and Japan from April 2012 to June 2019, where

he led medical science and translational research across multiple therapeutic areas, and guided successful registrational programs

for Radicava® (edaravone) for the treatment of Amyotrophic Lateral Sclerosis .

From April 2003 to March

Palumbo was Global Head and Franchise Medical Leader for Psychiatry, and the Interim Head of Global Neuroscience at Johnson

& Johnson, where he led the medical teams who achieved successful global registrations for Risperdal® (risperidone);

(methylphenidate HCL);

corporate finance and operational groups, closed eight acquisitions, secured bank financings, developed and implemented new business strategies,

managed risk and implemented new financial policies and procedures.

As a CPA professional, she advised on accounting transactions, SEC

reporting matters and other regulatory matters to clients serving as a Director at BDO USA, LLP’s National Office SEC Department

and served on the U.S.

desk in London for BDO LLP UK Firm in 2008-2016 and as a Senior Manager at KPMG in earlier part of her career.

She brings more than 35 years of accounting and finance experience to this position.

Kim earned her BSA in accounting and finance

at California State University, Long Beach.

Kims qualifications to serve as our Chief Financial Officer are primarily based on her 35 years of accounting and finance experience

both as a CFO and as a CPA in major global accounting and consultancy firms.

Palumbo has served as our Chief Medical Officer since November 2021.

Formerly he served as the CMO at Zynerba Pharmaceuticals

from July 2019 to October 2021, responsible for clinical operations, development, regulatory, and medical affairs.

Prior to his time

at Zynerba, Dr.

Palumbo held senior worldwide governance roles at Mitsubishi Tanabe Pharma in both the United States and Japan from April

2012 to June 2019, where he led medical science and translational research across multiple therapeutic areas, and guided successful

registrational programs for Radicava® (edaravone) for the treatment of Amyotrophic Lateral Sclerosis .

From April 2003 to March 2012, Dr.

Palumbo was Global Head and Franchise Medical Leader for Psychiatry, and the Interim Head of

Global Neuroscience at Johnson & Johnson, where he led the medical teams who achieved successful global registrations for Risperdal®

(risperidone);

Concerta® (methylphenidate HCL);

and Invega® (paliperidone).

He was Head of Psychiatry and Neurology at Pharmanet for from April 2002 to April

Dr Palumbo previously held industry positions in European Pharma with Sanofi-Synthelabo from April 1999 to April 2002, Biotech at

Cephalon, from April 1997 to April 1998, and from July 1989 to April 2002, he held senior leadership and hospital administration roles

at prestigious academic research institutions including Yale, Cornell, and the University of Pennsylvania.

He holds a Bachelor of Arts

at the University of Pennsylvania and received his Doctor of Medicine at the George Washington University School of Medicine.

Biological Sciences Training Program Fellow of the National Institutes of Health and Chief Resident for the Abraham Ribicoff Clinical

Neuroscience Research Unit at Yale University.

Dr Palumbo has received Board Certification in Psychiatry and Addiction Psychiatry.

Palumbo’s qualifications to serve as our

Chief Medical Officer is based on the decades and depth of experiences in the roles he has served in his medical profession and commercial

experience in the healthcare industry and biopharma industries.

Penelope Markham currently serves as our Executive Vice

President of Liver Cirrhosis Research and Development.

Formerly she served as the Company’s Chief Scientific Officer from November

2018 to June 30, 2021.

Markham served as a Technical Consultant at LAT Pharma for 7 years prior to our acquisition of LAT Pharma.

She has spent 15 years in immunology, infectious disease, bacteriology and drug discovery research.

Markham was a co-founder and Research

Director for Influx, Inc.

involved in antibiotic drug discovery.

She has been a member of NIH grant review panels and consulted for several

pharmaceutical companies in a variety of therapeutic areas including Orphan Drug development.

Markham has more than 20 publications

in peer-reviewed journals and three patents.

She holds a BS in Biochemistry from the University College Cork, Ireland, a Masters from

Strathclyde University, Scotland, and a PhD from Rush University, Chicago.

Markham’s qualifications to serve as our EVP-Liver Cirhossis

– Research and Development scientist are primarily based on her years of experience with LAT Pharma, as well as having been a member

of NIH grant review panels and consulted for several pharmaceutical companies in a variety of therapeutic areas including Orphan Drug

Chris Reading joined the Company

on July 1, 2021 and serves as our Executive Vice President of Neuroscience-Research and Development.

Formerly, he served as the Chief

Scientific Officer, Hollis-Eden Pharmaceuticals and its successor companies from 2000 to 2021.

Previously, served as the VP of Product

and Process Development for SyStemix/Novartis from 1993 to 1999 From there, he moved to San Diego where he has spent over 20 years on

the NE3107 platform development.

He received his Ph.D.

in Biochemistry from UC Berkeley, performed post-doctoral studies in cancer biology

at UC Irvine, and joined MD Anderson Cancer Center and the University of Texas, Graduate School of Biomedical Sciences in Houston for

13 years, where he became Associate Professor of Medicine in the Department of Developmental Therapeutics with a joint appointment in

the Department of Tumor Biology.

Dr Reading’s qualifications to serve as our

EVP of Neuroscience Research and Development are based on his over 40 years of research and drug development experience, and over 130

peer-reviewed scientific publications, he has also authored numerous patents in the areas of monoclonal antibodies, cell separation technologies,

stem cell transplantation, and sterol drug development.

Clarence Ahlem joined the Company

on July 1, 2021 and serves as our Executive Vice President- Product Development.

Previously he served as the Vice President of Product

Development of Hollis-Eden Pharmaceuticals and successor companies Harbor Biosciences and Harbor Therapeutics from 2000 to 2014, where

he led the development effort for NE3107 for its initial clinical application, type 2 diabetes.

He previously served as the manager of

bioorganic chemistry at Systemix, Inc.

in Palo Alto CA from June 1991 to June 1995.

He began his career in industry with a six-year term

in the Therapeutics Division at Hybritch developing synthetic bifunctional antibodies and their clinical applications.

Prior to that worked

four years in academic research on the enzymology of DNA replication at the University of California San Diego.

He received his MS in

microbiology at SDSU in 1981.

Ahlem’s qualifications to serve as our EVP of Product Development

are based on more than 35 years of product-oriented research and product development experience that include protein and cell-based biopharmaceutical

development, and responsibility for pharmacological characterization, manufacturing, and regulatory submissions to support pharmaceutical

development of novel derivatives of the dehydroepiandrosterone metabolome, including NE3107.

Jim Lang has served as the Company’s director since

He is currently CEO of EVERSANA, the leading commercialization services company for the life sciences industry.

In five years

since he founded EVERSANA, it is now over $1B in revenue, with >7000 employees across 40 global locations.

served as the CEO of Decision Resources Group (DRG), which he transformed into a leading healthcare data and analytics firm.

that, Jim was CEO of IHS Cambridge Energy Research Associates (IHS CERA), a recognized leader in energy industry subscription information

products, and formerly the President of Strategic Decisions Group (SDG), a leading global strategy consultancy.

Lang holds a BS summa

cum laude in electrical and computer engineering from the University of New Hampshire and an MBA with Distinction from the Tuck School

Jim Lang currently also serves as a Director at OptimizeRX (OPRX), a Nasdaq listed Company.

Jim Lang’s qualifications to serve on our Board of Directors are

primarily based on his decades of experience as a strategy consultant, broad industry expertise, and senior-level management experience

running several healthcare and information technology companies.

Michael Sherman JD has served as the Company director

He retired from his position as a Managing Director at Barclays Plc in 2018, where he had worked since 2008.

Previously he

was a Managing Director at Lehman Brothers, Inc.

He has worked in investment banking for 30 years.

Sherman has significant experience

in healthcare finance, most recently assisting on a $450 million convertible transaction for Neurocrine Biosciences.

He has worked on

successful financial transactions for Teva Pharmaceutical Industries, Amgen Inc., Cubist Pharmaceuticals, Merck & Co., and Cardinal

Health, among other companies.

After graduating from the University of Pennsylvania, Michael Sherman received his JD, cum laude, from

the Harvard Law School.

Michael Sherman’s qualifications to serve on our Board of Directors

are primarily based on his decades of finance industry experience and investment banking.

Sherman has significant experience in healthcare

finance including having worked on successful financial transactions for several pharmaceutical and healthcare focused companies.

Berman has served as the Company’s director

since June 2019.

Berman has over 35 years of venture capital, senior management, and merger & acquisitions experience.

is a director of four public companies including;

Cryoport Inc., Genius Group, Context Therapeutics, and over the last decade served on

the boards of six companies that reached a market capitalization over one billion including Cryoport, Advaxis, EXIDE, Internet Commerce

Corporation, Kapitus and Ontrak.

From 1998-2000, he was employed by Internet Commerce Corporation (now Easylink Services) as Chairman

and CEO and was a director from 1998-2012.

He was Head of Psychiatry and Neurology at Pharmanet

for from April 2002 to April 2003.

Dr Palumbo previously held industry positions in European Pharma with Sanofi-Synthelabo from April

1999 to April 2002, Biotech at Cephalon, from April 1997 to April 1998, and from July 1989 to April 2002, he held senior leadership and

hospital administration roles at prestigious academic research institutions including Yale, Cornell, and the University of Pennsylvania.

He holds a Bachelor of Arts at the University of Pennsylvania and received his Doctor of Medicine at the George Washington University

School of Medicine.

He was a Biological Sciences Training Program Fellow of the National Institutes of Health and Chief Resident for

the Abraham Ribicoff Clinical Neuroscience Research Unit at Yale University.

Dr Palumbo has received Board Certification in Psychiatry

and Addiction Psychiatry.

Palumbos qualifications to serve as our Chief Medical Officer is based on the decades and depth of experiences in the roles he

has served in his medical profession and commercial experience in the healthcare industry and biopharma industries.

Jim Lang has served as the Companys director since 2016 and as the Chairman of the Board since March 2023.

He is currently

CEO of EVERSANA, the leading commercialization services company for the life sciences industry.

In five years since he founded EVERSANA,

it is now over $1B in revenue, with >7000 employees across 40 global locations.

He formerly served as the CEO of Decision Resources

Group (DRG), which he transformed into a leading healthcare data and analytics firm.

Prior to that, Jim was CEO of IHS Cambridge Energy

Research Associates (IHS CERA), a recognized leader in energy industry subscription information products, and formerly the President

of Strategic Decisions Group (SDG), a leading global strategy consultancy.

Lang holds a BS summa cum laude in electrical and computer

engineering from the University of New Hampshire and an MBA with Distinction from the Tuck School of Business.

Jim Lang currently also

serves as a Director at OptimizeRX (OPRX), a Nasdaq listed Company.

Jim Lang’s qualifications to serve

on our Board of Directors are primarily based on his decades of experience as a strategy consultant, broad industry expertise, and senior-level

management experience running several healthcare and information technology companies.

Berman has served

as the Company’s director since June 2019.

Berman has over 35 years of venture capital, senior management, and merger &

acquisitions experience.

He currently is a director of four public companies including;

Cryoport Inc., Genius Group, Context Therapeutics,

and over the last decade served on the boards of six companies that reached a market capitalization over one billion including Cryoport,

Advaxis, EXIDE, Internet Commerce Corporation, Kapitus and Ontrak.

From 1998-2000, he was employed by Internet Commerce Corporation (now

Easylink Services) as Chairman and CEO and was a director from 1998-2012.

Previously, Mr.

Berman was Senior Vice President of Bankers Trust Company, where he started

the M&A and Leveraged Buyout Departments;

created the largest battery company in the world in the 1980’s by merging Prestolite,

General Battery and Exide and advised on over $4 billion of M&A transactions (completed over 300 deals).

He is a past Director of

the Stern School of Business of NYU where he obtained his BS and MBA.

He also has US and foreign law degrees from Boston College and The

Hague Academy of International Law, respectively.

Berman was Senior Vice President of Bankers

Trust Company, where he started the M&A and Leveraged Buyout Departments;

created the largest battery company in the world in the

1980’s by merging Prestolite, General Battery and Exide and advised on over $4 billion of M&A transactions (completed over 300

He is a past Director of the Stern School of Business of NYU where he obtained his BS and MBA.

He also has US and foreign law

degrees from Boston College and The Hague Academy of International Law, respectively.

We believe Richard J.

Berman’s qualifications to serve on our board

of directors include his experience in the healthcare industry, and his current and past experience in numerous private and publicly traded

Steven Gorlin has served as the Company’s director

since June 2020.

He has founded many biopharma companies including Hycor Biomedical, Theragenics, Medicis Pharmaceutical, EntreMed, MRI

Interventions, DARA BioSciences, MiMedx, Medivation (sold to Pfizer for $14 billion) and NantKwest.

Gorlin served for many years on

the Business Advisory Council to the Johns Hopkins School of Medicine and on The Johns Hopkins BioMedical Engineering Advisory Board.

Berman’s qualifications

to serve on our Board of Directors include his experience in the healthcare industry, and his current and past experience in numerous

private and publicly traded companies.

Steven Gorlin has served

as the Company’s director since June 2020.

He has founded many biopharma companies including Hycor Biomedical, Theragenics, Medicis

Pharmaceutical, EntreMed, MRI Interventions, DARA BioSciences, MiMedx, Medivation (sold to Pfizer for $14 billion) and NantKwest.

Gorlin served for many years on the Business Advisory Council to the Johns Hopkins School of Medicine and on The Johns Hopkins BioMedical

Engineering Advisory Board.

He is currently a member of the Research Institute Advisory Committee (RIAC) of Massachusetts General Hospital.

He started The Touch Foundation,

a nonprofit organization for the blind, and was a principal contributor to Camp Kudzu for diabetic children.

Steve Gorlin’s qualifications to serve on our Board of Directors

are primarily based on his over 45 years of experience in founding and investing in several biopharma companies, leading multiple NASDAQ

AND NYSE companies to their success.

Robert Hariri MD, PhD , has served as the Company’s

director since June 2020.

Dr Hariri is the Chairman, founder, and CEO of Celularity, Inc., a leading cellular therapeutics company.

was the founder and CEO of Anthrogenesis Corporation, and after its acquisition served as CEO of Celgene Cellular Therapeutics.

co-founded the genomic health intelligence company, Human Longevity, Inc.

Hariri pioneered the use of stem cells to treat a range

of life-threatening human diseases.

He is widely acknowledged for his discovery of pluripotent stem cells and for assisting with discovering

the physiological activities of tumor necrosis factor (TNF).

He started The Touch Foundation, a nonprofit organization for the blind, and was a principal contributor to Camp Kudzu for diabetic children.

Steve Gorlin’s qualifications to serve

on our Board of Directors are primarily based on his over 45 years of experience in founding and investing in several biopharma companies,

leading multiple NASDAQ AND NYSE companies to their success.

Robert Hariri MD, PhD ,

has served as the Company’s director since June 2020.

Dr Hariri is the Chairman, founder, and CEO of Celularity, Inc., a leading

cellular therapeutics company.

He was the founder and CEO of Anthrogenesis Corporation, and after its acquisition served as CEO of Celgene

Cellular Therapeutics.

Hariri co-founded the genomic health intelligence company, Human Longevity, Inc.

Hariri pioneered the use

of stem cells to treat a range of life-threatening human diseases.

He is widely acknowledged for his discovery of pluripotent stem cells

and for assisting with discovering the physiological activities of tumor necrosis factor (TNF).

He holds over 170 issued and pending patents.

Robert (Bob) Hariri’s qualifications to serve on our Board of Directors

are primarily based on his decades of founding and leading several companies in the cellular therapeutic space, as well as pioneering

in the use of stem cells to treat a range of life-threatening human diseases and discoveries in the physiological activities of tumor

necrosis factor.

He has authored over 150 publications and garnered numerous awards for contributions to the fields of biomedicine and

Sigmund (Sig) Rogich has served as the Company’s

director since June 2020.

Sig is the CEO and President of The Rogich Communications Group and serves on the Board of Keep Memory Alive,

a philanthropic organization which raises awareness about brain disorders and Alzheimer's disease.

Keep Memory Alive funds clinical trials

to advance new treatments for patients with Alzheimer’s, Huntington’s and Parkinson’s disease, as well as multiple sclerosis.

Rogich was formerly the US Ambassador to Iceland.

He has served as a senior consultant to Presidents Ronald Reagan and George H.W.

Robert (Bob) Hariri’s qualifications

to serve on our Board of Directors are primarily based on his decades of founding and leading several companies in the cellular therapeutic

space, as well as pioneering in the use of stem cells to treat a range of life-threatening human diseases and discoveries in the physiological

activities of tumor necrosis factor.

He has authored over 150 publications and garnered numerous awards for contributions to the fields

of biomedicine and aviation.

Sigmund (Sig) Rogich has

served as the Company’s director since June 2020.

Sig is the CEO and President of The Rogich Communications Group and serves on

the Board of Keep Memory Alive, a philanthropic organization which raises awareness about brain disorders and Alzheimer’s disease.

Memory Alive funds clinical trials to advance new treatments for patients with Alzheimer’s, Huntington’s and Parkinson’s

disease, as well as multiple sclerosis.

Rogich was formerly the U.S.

Ambassador to Iceland.

He has served as a senior consultant

to Presidents Ronald Reagan and George H.W.

Rogich serves on multiple boards of directors for charitable causes.

We believe Mr.

Rogich’s qualifications to serve on our Board of Directors

are based on his experience in the Communications sector and philanthropic organization raising awareness about brain disorders.

His experience

in service as a senior consultant to candidates of the highest office.

Rogich’s qualifications

to serve on our Board of Directors are based on his experience in the Communications sector and philanthropic organization raising awareness

about brain disorders.

His experience in service as a senior consultant to candidates of the highest office.

Michael Sherman JD has

served as the Company director since 2017.

He retired from his position as a Managing Director at Barclays Plc in 2018, where he had worked

Previously he was a Managing Director at Lehman Brothers, Inc.

He has worked in investment banking for 30 years.

has significant experience in healthcare finance, most recently assisting on a $450 million convertible transaction for Neurocrine Biosciences.

He has worked on successful financial transactions for Teva Pharmaceutical Industries, Amgen Inc., Cubist Pharmaceuticals, Merck &

Co., and Cardinal Health, among other companies.

After graduating from the University of Pennsylvania, Michael Sherman received his JD,

cum laude, from the Harvard Law School.

Michael Sherman’s qualifications to

serve on our Board of Directors are primarily based on his decades of finance industry experience and investment banking.

has significant experience in healthcare finance including having worked on successful financial transactions for several pharmaceutical

and healthcare focused companies.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange

Act), requires our directors and executive officers, and persons who own more than 10% of our outstanding common stock, to file with the

SEC, initial reports of ownership and reports of changes in ownership of our equity securities.

Such persons are required by SEC regulations

to furnish us with copies of all such reports they file.

To our knowledge, based solely on a review of the copies of such

reports furnished to us regarding the filing of required reports, we believe that, except for the reports filed by Jonathan Adams

(Form 4s filed on September 16, 2021, October 29, 2021 and February 16, 2022), Clarence Ahlem (Form 3 and Form 4 filed on September

28, 2021), Richard J.

Berman (Form 3 and Form 4 filed on September 29, 2021 and Form 4 filed on April 20, 2022), Cuong Do (Form 4s

filed on September 16, 2021, January 25, 2022 and July 7, 2022), Steve Gorlin (Form 4 filed on April 20, 2022), Robert J.

(Form 3 and Form 4 filed on September 28, 2021 and Form 4 filed on April 20, 2022), Wendy Kim (Form 4 filed on September 16, 2021),

James Lang (Form 4 filed on April 25, 2022), Penelope Markham (Form 4 filed on September 16, 2022), Joseph M Palumbo (Form 4 filed

on February 17, 2022), Terren Peizer (Form 3 filed on August 16, 2022 and Form 4 filed on August 26, 2022), Christopher Reading

(Form 3 filed on October 8, 2021 and Form 4 filed on October 8, 2021), Sigmund Rogich (Form 4 filed on April 21, 2022) and Michael

Sherman (Form 4 filed on April 20, 2022), all Section 16(a) reports applicable to our directors, executive officers and

greater-than-ten-percent beneficial owners with respect to fiscal 2022 were timely filed.

Section 16(a) of the Securities Exchange

Act of 1934, as amended (Exchange Act), requires our directors and executive officers, and persons who own more than 10% of our outstanding

Common Stock, to file with the SEC, initial reports of ownership and reports of changes in ownership of our equity securities.

are required by SEC regulations to furnish us with copies of all such reports they file.

To our knowledge, based solely on a review

of the copies of such reports furnished to us regarding the filing of required reports, we believe that, except for the reports filed

by Clarence Ahlem (Form 4s filed on January 18, 2023 and February 22, 2023), Richard J.

Berman (Form 4s filed on January 18, 2023, April

6, 2023 and June 15, 2023), Cuong Do (Form 4s filed on July 7, 2022, January 18, 2023, February 22, 2023 and June 26, 2023), Steve Gorlin

(Form 4 filed on January 18, 2023), Robert J.

Hariri (Form 4 filed on January 18, 2023), Wendy Kim (Form 4s filed on January 8, 2023

and February 22, 2023), James Lang (Form 4 filed on January 18, 2023), Penelope Markham (Form 4s filed on January 18, 2023 and February

22, 2023), Joseph M Palumbo (Form 4s filed on January 18, 2023, February 22, 2023 and July 3, 2023), Terren Peizer (Form 3 filed on August

16, 2022 and Form 4s filed on August 26, 2022 and January 18, 2023), Christopher Reading (Form 4s filed on January 18, 2023 and February

22, 2023), Sigmund Rogich (Form 4 filed on January 18, 2023) and Michael Sherman (Form 4 filed on January 18, 2023), all Section 16(a)

reports applicable to our directors, executive officers and greater-than-ten-percent beneficial owners with respect to fiscal 2023 were

timely filed.

Independence of the Board of Directors

Our common stock is traded on the Nasdaq Capital Market.

The Board of Directors

has determined that six of the members of the Board of Directors qualify as “independent,” as defined by the listing standards

of the Nasdaq.

Consistent with these considerations, after review of all relevant transactions and relationships between each director,

or any of the director's family members, and the Company, its senior management and its independent auditors, the Board has determined

further that Messrs.

Lang, Sherman, Berman, Gorlin, Hariri and Rogich are independent under the listing standards of Nasdaq.

this determination, the Board of Directors considered that there were no new transactions or relationships between its current independent

directors and the Company, its senior management and its independent auditors since last making this determination.

Our Common Stock is traded on the Nasdaq

Capital Market.

The Board of Directors has determined that six of the seven members of the Board of Directors qualify as “independent,”

as defined by the listing standards of the Nasdaq.

Consistent with these considerations, after review of all relevant transactions and

relationships between each director, or any of the director’s family members, and the Company, its senior management and its independent

auditors, the Board has determined further that Messrs.

Lang, Sherman, Berman, Gorlin, Hariri and Rogich are independent under the listing

standards of Nasdaq.

In making this determination, the Board of Directors considered that there were no new transactions or relationships

between its current independent directors and the Company, its senior management and its independent auditors since last making this determination.

2023 Meetings and Attendance

During fiscal year 2021, the Board held four Board of Directors meetings,

four Audit Committee meetings, five Compensation Committee meetings and one Nominating and Corporate Governance Committee meeting.

Directors attended at least 75% or more of the aggregate number of meetings of the Board and Board Committees on which they served.

During fiscal year 2023, the Board held four

regular Board of Directors meetings and one special meeting of the Board of Directors, four Audit Committee meetings, six Compensation

Committee meetings and one Nominating and Corporate Governance Committee meeting.

All Directors attended at least 75% or more of the aggregate

number of meetings of the Board and Board Committees on which they served.

Committees of the Board of Directors

Our Board of Directors has three standing committees:

an audit committee,

a compensation committee and a nominating and corporate governance committee.

Both our audit committee and our compensation committee

will be composed solely of independent directors.

The audit committee is comprised solely of independent directors, and the compensation

committee and the nominating and corporate governance committee are comprised solely of independent directors.

Each committee operates

under a charter approved by our Board of Directors and have the composition and responsibilities described below.

The charter of each

committee is available on our website.

Our Board of Directors has three standing

an audit committee, a compensation committee and a nominating and corporate governance committee.

Both our audit committee

and our compensation committee will be composed solely of independent directors.

The audit committee is comprised solely of independent

directors, and the compensation committee and the nominating and corporate governance committee are comprised solely of independent directors.

Each committee operates under a charter approved by our Board of Directors and have the composition and responsibilities described below.

The charter of each committee is available on our website.

Audit Committee

We have established an audit committee of the Board of Directors.

of our audit committee are Richard Berman, Michael Sherman, Jim Lang and Sigmund Rogich each of which is an independent director within

the meaning of the Nasdaq rules.

Berman has served as chairman of the audit committee since October 2020 and qualifies as an “audit

committee financial expert” as defined by Item 401(h)(2) of Regulation S-K.

We have adopted an audit committee charter, detailing the principal functions

of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the Board of Directors.

We have established an audit committee of

the Board of Directors.

The members of our audit committee are Richard Berman, Michael Sherman, Jim Lang and Sigmund Rogich each of whom

is an independent director within the meaning of the Nasdaq rules.

Berman has served as chairman of the audit committee since October

2020 and qualifies as an “audit committee financial expert” as defined by Item 401(h)(2) of Regulation S-K.

have adopted an audit committee charter, detailing the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance

with legal and regulatory requirements, (3) our independent auditors qualifications

and independence, and (4) the performance of our internal audit function and independent

the appointment, compensation, retention, replacement, and oversight of the work

of the independent auditors and any other independent registered public accounting firm engaged

● pre-approving

all audit and non-audit services to be provided by the independent auditors or any other

registered public accounting firm engaged by us, and establishing pre-approval policies and

reviewing and discussing with the independent auditors all relationships the

auditors have with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (1) the

independent auditors internal quality-control procedures and (2) any material issues

raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within the

preceding five years respecting one or more independent audits carried out by the firm and

any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent auditor, including reviewing our specific disclosures

under Managements Discussion and Analysis of Financial Condition and Results

of Operations;

reviewing and approving any related party transaction required to be

disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering

into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal,

regulatory or compliance matters, including any correspondence with regulators or government

agencies and any employee complaints or published reports that raise material issues regarding

our financial statements or accounting policies and any significant changes in accounting

standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other

regulatory authorities.

We have established a compensation committee

of the Board of Directors.

The members of our Compensation Committee are Richard Berman, Michael Sherman and Steve Gorlin.

Sherman has served as chairman of

the compensation committee since October 2020.

We have adopted a compensation committee charter, which details the principal

functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole

discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly

responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice

from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served,

as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of

has served as chairman of the compensation committee since October 2020.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officers compensation, evaluating our Chief Executive Officers performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our Chief Executive Officer based on such evaluation;

and making recommendations to our Board of Directors with respect to the compensation, and

any incentive-compensation and equity-based plans that are subject to board approval of all

of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

assisting management

in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

and reviewing,

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work

of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one

or more officers serving on our Board of Directors.

and Corporate Governance Committee

have established a nominating and corporate governance committee of the Board of Directors.

The members of our nominating and corporate

governance committee are, Jim Lang, Michael Sherman and Robert Hariri.

Lang has served as chair of the nominating and corporate governance

committee since August 2021.

have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating

and corporate governance committee, including:

● identifying,

screening and reviewing individuals qualified to serve as directors, consistent with criteria

approved by the Board of Directors, and recommending to the Board of Directors candidates

for nomination for election at the annual meeting of stockholders or to fill vacancies on

the Board of Directors;

The members of our nominating and corporate governance committee are, Jim Lang, Michael Sherman and Robert Hariri.

Lang has served as chair of the nominating and corporate governance committee since August 2021.

We have adopted a nominating and corporate governance committee charter,

which details the purpose and responsibilities of the nominating and corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board of Directors, and recommending to the Board of Directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board of Directors;

developing and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and management in the governance of the company;

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance

committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director

candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that

must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the

Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional

reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination,

holders of our public shares will not have the right to recommend director candidates for nomination to our Board of Directors.

Set forth below is information concerning the gender and demographic background

of each of our current directors, as self-identified and reported by each director.

This information is being provided in accordance with

Nasdaq’s board diversity rules.

Board Diversity Matrix (As of September 13, 2022)

Total Number of Directors:

and recommending to the Board of Directors and overseeing implementation of our corporate

governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the Board of Directors, its committees, individual

directors and management in the governance of the company;

on a regular basis our overall corporate governance and recommending improvements as and

when necessary.

charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice

of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search

firms fees and other retention terms.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of

professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent

the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right

to recommend director candidates for nomination to our Board of Directors.

forth below is information concerning the gender and demographic background of each of our current directors, as self-identified and

reported by each director.

This information is being provided in accordance with Nasdaqs board diversity rules.

Diversity Matrix (As of August 11, 2023)

Number of Directors:

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Code of Ethics

We have adopted a code of conduct and ethics meeting the requirements of

Section 406 of the Sarbanes-Oxley Act of 2002.

We believe our code of conduct and ethics is reasonably designed to deter wrongdoing and

promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable disclosure in public reports;

applicable laws;

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

have adopted a code of conduct and ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002.

We believe our code

of conduct and ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate,

timely and understandable disclosure in public reports;

comply with applicable laws;

ensure prompt internal reporting of violations;

and provide accountability for adherence to the provisions of the code

and provide accountability for adherence to the provisions of the code of ethic.

Our code of conduct and ethics is available on our website .

A copy of our code of conduct and

ethics is filed as an exhibit to this Form 10-K.

Anti-Hedging Policy

We have adopted an insider trading policy that includes a provision restricting

trading of any interest or provision relating to the future price of our securities, such as a put, call or short sale.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid during the last

two fiscal years ended June 30, 2022 and 2021 to the following executive officers of the Company, who are referred to as our “named

executive officers”:

Cuong Do, our President and Chief Executive Officer

Joanne Wendy Kim, our Chief Financial Officer and Corporate Secretary

Joseph Palumbo, our Chief Medical Officer

Jonathan Adams, our former President and Chief Operating Officer

Name and Principal Position

Stock Awards (1)

Option Awards (1)

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer and President

Joanne Wendy Kim (3)

Chief Financial Officer, Treasurer and Corporate Secretary

Joseph Palumbo (4)

Chief Medical officer

Jonathan Adams (5)

Former President and Chief Operating Officer

(1) The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic

718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions,

The valuation assumptions used in calculating these values are discussed in Note 9 of our Notes to Financial Statements included

in our Annual Report on Form 10-K for the year ended June 30, 2022.

copy of our code of conduct and ethics is filed as an exhibit to this Form 10-K.

have adopted an insider trading policy that includes a provision restricting trading of any interest or provision relating to the future

price of our securities, such as a put, call or short sale.

Compensation Table

following table sets forth the total compensation paid during the last two fiscal years ended June 30, 2023 and 2022 to the following

executive officers of the Company, who are referred to as our named executive officers:

Do, our President and Chief Executive Officer

Wendy Kim, our Chief Financial Officer and Corporate Secretary

Palumbo, our Chief Medical Officer

Name and Principal

Incentive Plan Compensation

Deferred Compensation Earnings

Other Compensation

Executive Officer and President

Wendy Kim (3)

Financial Officer, Treasurer and Corporate Secretary

Medical officer

The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions, if any.

The valuation assumptions used in calculating these values are discussed in Note 10 of our Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended June 30, 2023.

These amounts do not represent actual amounts paid or to be realized.

Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may

subject to time-based vesting.

The Stock Awards and Stock Option Awards were awarded pursuant to the 2019 Omnibus Incentive Plan, (the

“2019 Plan”).

Do’s salary from April 27, 2021 (date of his appointment as CEO) through December 31, 2021 was paid through a restricted

stock unit awards ("RSUs”).

Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may subject to time-based vesting.

The stock awards in form of RSUs and Stock Option Awards were awarded pursuant to the 2019 Omnibus Incentive Plan, (the “2019 Plan”).

Do’s salary from April 27, 2021 (date of his appointment as CEO) through December 31, 2021 was paid through RSUs.

The aggregate grant date fair value of the award was $454,794 and the total 58,759 RSUs awarded allows Mr.

Do to receive

one shares of common stock for each restricted stock unit.

Kim served as the Chief Financial Officer and Corporate Secretary and Treasure on a full time basis effective July 1, 2021.

Do to receive one shares of Common Stock for each RSU.

Kim served as the Chief Financial Officer and Corporate Secretary and Treasurer on a full

time basis effective July 1, 2021.

Palumbo joined the Company on November 1, 2021 and served as the Chief Medical Officer.

Adams served as President and Chief Operating Officer from July 2018

to April 27, 2021.

Narrative Disclosures to Summary of Compensation Table

Employment Agreements

All employment arrangements are “at will” agreements.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth all outstanding equity awards held by our

named executive officers as of June 30, 2022:

Option awards

Number of Securities underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Options Exercise Price

Option Expiration Date

Number of shares or units of stock that have not vested

Market Value of shares or units of stock that have not vested

Equity incentive plan awards:

employment arrangements are at will agreements.

Equity Awards at Fiscal Year-End

following table sets forth all outstanding equity awards held by our named executive officers as of June 30, 2023:

of securities underlying unexercised options exercisable

of securities underlying unexercised options unexercisable

incentive plan awards:

number of securities underlying unexercised unearned options

exercise price

expiration date

of shares or units of stock that have not vested

value of shares or units of stock that have to vested

incentive plan awards:

number of unearned shares, units or other rights that have not vested

Equity incentive plan award:

market or payout value of unearned shares, units or other rights that have not vested

Joanne Wendy Kim

Joseph M Palumbo, MD

There were a total 1,117,854 of stock options outstanding to named officers

of as of June 30, 2022, with an aggregate grant date fair value of $4,459,190 the last of which vest in 2026.

Potential Payments Upon Termination or Change-In-Control

There are no arrangements with the named executive officers or our equity

incentive plan or individual award agreements thereunder providing for certain payments to our named executive officers at or following

or in connection with a termination of their employment or a change of control of the Company.

Director Compensation

There are no arrangements pursuant to which our directors are or will be

compensated in the future for any services provided to the Company.

The following table provides information regarding compensation that was

earned or paid to the individuals who served as non-employee directors during the year ended June 30, 2022.

Except as set forth in the

table, during the fiscal year 2022, directors did not earn nor receive cash compensation or compensation in the form of stock awards,

options awards or any other form:

Directors’ Compensation Table

incentive plan awards:

market or payout value of unearned shares, units or other right that have not vested

Named executive officers held stock options

to purchase a total of 1,371,729 shares of Common Stock as of June 30, 2023, with an aggregate grant date fair value of approximately

$5.4 million, the last of which vests in 2027.

Stock options granted prior to August 20, 2021, vested on the grant date;

the stock options

granted on August 20, 2021 vested 20% on the grant date, with the remaining stock options vesting in five equal annual installments beginning

on the first grant date anniversary;

the stock options granted on June 7, 2023, vested 25% on the grant date, with the remaining stock

options vesting in four equal annual installments beginning on the first grant date anniversary;

and the stock options and stock awards

in the form RSUs granted to the CEO on June 21, 2022 and June 29, 2023 vests in three equal annual installments beginning on the first

grant date anniversary.

The RSU awarded on November 23, 2022 vested 25% on the grant date with the remaining RSU vesting in three equal

annual installments beginning on the first grant date anniversary.

The total RSUs outstanding awarded to the named executive officers

totaled 351,386 with a market value totaling approximately $1.5 million as of June 30, 2023.

Potential Payments Upon Termination or Change

There are no arrangements with the named

executive officers or our equity incentive plan or individual award agreements thereunder providing for certain payments to our named

executive officers at or following or in connection with a termination of their employment or a change of control of the Company.

are no arrangements pursuant to which our directors are or will be compensated in the future for any services provided to the Company.

following table provides information regarding compensation that was earned or paid to the individuals who served as non-employee directors

during the year ended June 30, 2023.

Except as set forth in the table, during the fiscal year 2023, directors did not earn nor receive

cash compensation or compensation in the form of stock awards, options awards or any other form.

Stock awards (1)

Option awards(1)

Non-equity incentive plan compensation

Change in pension value and nonqualified deferred

Change in pension value and nonqualified deferred compensation

All other compensation

Terren Peizer (2)

Michael Sherman

2 unchanged sentences

Sigmund Rogich

(1) The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic

718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions,

The valuation assumptions used in calculating these values are discussed in Note 9 of our Notes to Financial Statements included

in our Annual Report on Form 10-K for the year ended June 30, 2022.

Terren Piezer (2)

aggregate grant date fair value of such awards were computed in accordance with Financial

Accounting Standards Board ASC Topic 718, Stock Compensation (ASC Topic 718), and do not

take into account estimated forfeitures related to service-based vesting conditions, if any.

The valuation assumptions used in calculating these values are discussed in Note 10 of our

Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended

June 30, 2023.

These amounts do not represent actual amounts paid or to be realized.

Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may

subject to time-based vesting.

Peizer became our Chief Executive Officer and Chairman in July 2018 and served as the CEO to April 27, 2021 at which time Mr.

Do was appointed the Company’s CEO.

Mr Peizer did not earn nor was he paid any non-employee director's compensation.

Do was appointed CEO and President effective April 27, 2021.

Do did not earn nor was he paid any director’s compensation

since his appointment as CEO.

Our directors are eligible to participate in our equity incentive plans,

which are administered by our Compensation Committee under authority delegated by our board of directors.

The terms and conditions of

option grants to our non-employee directors under our equity incentive plans are and will be determined in the discretion of our Compensation

Committee, consistent with the terms of the applicable plan.

2022 compensation to existing board members were granted $7,767,256 worth

of the Company’s stock options, and $11,109 for each member of the Audit Committee and $22,219 for the Chairman and $7,351 for each

member of the Compensation Committee and $14,703 for the Chairman and $7,351 for each member of the Nominations and Governance Committee

and $14,703 for the Chairman, using the Black-Scholes model with the price struck on the date of grant and vested 25% on the grant date

and the remaining 75% vest over a 3-year period, on the first, second, and third anniversary of the grant date.

Outstanding equity awards held by non-employee directors as of June 30,

2022 were as follows:

Number of securities underlying Unexercised options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Options Exercise Price

Option Expiration Date

Michael Sherman

Robert Hariri

Sigmund Rogich

There was a total of 1,349,100 stock options outstanding to directors as

of June 30, 2022, with an aggregate grant date fair value of $12,858,693 million, the last of which vest in 2025.

Long-Term Incentive Plans and Awards

Other than the options granted as described above, we do not currently

have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Since prior to such grants,

no individual grants or agreements regarding future payouts under non-stock price-based plans had been made to any executive officer or

any director or any employee or consultant since our inception, no future payouts under non-stock price-based plans or agreements had

been granted or entered into or exercised by our officer or director or employees or consultants.

shown are not necessarily indicative of values to be achieved, which may be more or less

than the amounts shown as awards may subject to time-based vesting.

Piezer resigned from the Board of Directors effective March 2, 2023.

Our directors are eligible to participate

in our equity incentive plans, which are administered by our Compensation Committee under authority delegated by our Board of Directors.

The terms and conditions of the option grants to our non-employee directors under our equity incentive plans are and will be determined

in the discretion of our Compensation Committee, consistent with the terms of the applicable plan.

The fiscal year 2023 annual compensation

granted to existing board members consisted of either an award of RSUs at one unit per share of Common Stock, a total of 155,636 RSU at

a grant date market value of $952,492 or stock options to purchase a total of 195,000 shares of commons stock with a grant date fair value

totaling $791,700.

The former chairman of the Board of Directors, the chairman of the compensation committee and a member of the audit

committee received stock options to purchase 65,000, 75,000 and 55,000 shares of Common Stock, respectively.

The chairmen of the audit

committee and the corporate governance and nominating committee each received 43,578 RSUs and the members of those committees each received

following tables sets forth the outstanding equity awards held by non-employee directors as of June 30, 2023:

of securities underlying unexercised options exercisable

of securities underlying unexercised options unexercisable

incentive plan awards:

number of securities underlying unexercised unearned options

exercise price

expiration date

of shares or units of stock that have not vested

value of shares or units of stock that have to vested

incentive plan awards:

number of unearned shares, units or other rights that have not vested

incentive plan awards:

market or payout value of unearned shares, units or other right that have not vested

There was a total of 1,483,300 stock options outstanding to directors as of June 30, 2023, with an aggregate grant date fair value of approximately $13.2 million, the last of which vest in 2027.

Stock options granted on December 18, 2020 and April 5, 2022 vest 25% on grant date with the remaining stock options vesting in three annual equal installments beginning on the first grant date anniversary.

Stock options granted on November 23, 2022 vest in four equal quarterly installments beginning February 9, 2023.

Equity awards granted the Board of Directors on November 23, 2022 were in the form of RSUs, one unit for one share of Common Stock, vest in four equal quarterly installments beginning February 9, 2023.

There were 77,460 RSUs outstanding as of June 30, 2023, with an aggregate market value of approximately $335,000.

Incentive Plans and Awards

than the options granted and RSU awards as described above, we do not currently have any long-term incentive plans that provide compensation

intended to serve as incentive for performance.

Since prior to such grants, no individual grants or agreements regarding future payouts

under non-stock price-based plans had been made to any executive officer or any director or any employee or consultant since our inception,

no future payouts under non-stock price-based plans or agreements had been granted or entered into or exercised by our officer or director

or employees or consultants.

Omnibus Equity Incentive Plan

On April 20, 2019, our Board of Directors and our stockholders approved

and adopted the 2019 Plan.

The 2019 Plan allows us, under the direction of our Board of Directors or a committee thereof, to make grants

of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants

and directors.

The 2019 Plan allows for the issuance of up to 6,540,000 shares of common pursuant to new awards granted under the 2019

Plan and as of June 30, 2022, there were 3,705,157 shares of common stock available for new awards granted under the 2019 Plan.

Equity Compensation Plan Information [1]

The following table provides certain aggregate information with respect

to all of the Company’s equity compensation plans in effect as of June 30, 2022:

On April 20, 2019, our Board of Directors

and our stockholders approved and adopted the 2019 Plan.

The 2019 Plan allows us, under the direction of our Board of Directors or a committee

thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive

officers, consultants and directors.

The 2019 Plan allows for the issuance of up to 6,540,000 shares of common pursuant to new awards

granted under the 2019 Plan and as of June 30, 2023, there were 2,269,952 shares of Common Stock available for new awards granted under

the 2019 Plan.

Compensation Plan Information [1]

following table provides certain aggregate information with respect to all of the Companys equity compensation plans in effect

as of June 30, 2023:

Plan Category

Number of securities

to be issued upon

exercise of outstanding

options, warrants and

Weighted-average

exercise price of

outstanding options,

Number of securities to be issued upon exercise of outstanding

options, warrants and rights

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column (a))

Number of securities remaining available for future

issuance under equity compensation pans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) We adopted our 2019 Omnibus

Equity Incentive Plan (the “2019 Plan”) in 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Based solely upon information made available to us, the following table

sets forth information as of September 13, 2022 regarding the beneficial ownership of our common stock by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our named executive officers and directors;

all our executive officers and directors as a group.

The percentage ownership information shown in the table is based upon 30,165,319

shares of common stock outstanding as of September 13, 2022.

Beneficial ownership is determined in accordance with the rules of the

SEC and includes voting or investment power with respect to the securities.

Except as otherwise indicated, each person or entity named

in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable

community property laws.

In computing the number and percentage of shares beneficially owned by

a person as of a particular date, shares that may be acquired by such person (for example, upon the exercise of options or warrants) within

60 days of such date are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership

of any other person.

The address of each holder listed below, except as otherwise indicated,

is c/o BioVie Inc., 680 W Nye Lane, Suite 201, Carson City, Nevada 89703.

Equity compensation not approved by security holders

VERSUS PERFORMANCE

required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation

and our financial performance for each of the last two completed calendar years.

In determining the “compensation actually paid”

to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously

reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those

required in the Summary Compensation Table.

Versus Performance Table

table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values

required in this section for fiscal years 2022 and 2023.

Note that for our NEOs other than our principal executive officer (the “PEO”),

compensation is reported as an average.

Compensation Table Total for PEO

Actually Paid to PEO

Summary Compensation Table Total for Non-PEO Named Executive Officers

Compensation Actually Paid to Non-PEO Named Executive Officers

of Initial Fixed $100 Investment Based on Total Shareholder Return

(1) During fiscal years 2023 and 2022, the PEO was Cuong Do.

During fiscal years 2023 and 2022, the non-PEO NEOs were Joanne W Kim and Joseph M Palumbo M.D.

dollar amounts reported are the amounts of total compensation reported for Mr.

average total compensation reported for Non-PEO Named Executive Officers for the applicable

fiscal year in the “Total” column of the Summary Compensation Table (SCT).

following table sets forth the adjustments made to the SCT total for each year represented

in the pay versus performance table to arrive at “compensation actually paid”

to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:

Total for PEO

Amount reported under the “Stock Awards” column in the SCT

Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the

Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are

outstanding and unvested as of the end of the fiscal year

Fair value as of vest date of awards granted and vested in the fiscal year

Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which

all vesting conditions were satisfied at fiscal year-end or during the fiscal year

Forfeitures during fiscal year equal to prior fiscal year-end value

Actually Paid to PEO

following table sets forth the adjustments made to the SCT total for each year represented

in the pay versus performance table to arrive at “compensation actually paid”

to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:

SCT Total for Non-PEO NEOs

Amount reported under the “Stock Awards” column in the SCT

Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the

Fair value as of vest date of awards granted and vested in the fiscal year

change in fair value as of vesting date, compared to prior fiscal year-end of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year

Forfeitures during fiscal year equal to prior fiscal year-end value

Compensation Actually Paid to Non-PEO NEOs

amounts reported represent the measurement period value of an investment of $100 in our stock

on June 30, 2021 (the last trading day before the 2022 fiscal year), and then valued again

on each of June 30, 2022 (the last trading day of the 2022 fiscal year) and June 30, 2023

(the last trading day of the 2023 fiscal year), based on the closing price per share of the

Company’s common stock as of such dates and assuming the reinvestment of dividends.

amounts reported represent net loss for the applicable fiscal year calculated in accordance

with generally accepted accounting principles in the United States.

Between CAP Amounts and Performance Measures

following charts show graphically the relationships over the past two years of the CAP Amounts for the PEO and the Other NEOs as compared

to our (i) cumulative total shareholder return and (ii) net loss.

the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual

performance, the decisions of the Compensation Committee and Board of Directors in 2022 and 2023 were made independently of these disclosure

requirements.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Based solely upon information made available

to us, the following table sets forth information as of August 9, 2023 regarding the beneficial ownership of our Common Stock by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of

Common Stock;

of our named executive officers and directors;

our executive officers and directors as a group.

The percentage ownership information shown in

the table is based upon 36,765,035 shares of Common Stock outstanding as of August 9, 2023.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares

of our capital shown as beneficially owned, subject to applicable community property laws.

computing the number and percentage of shares beneficially owned by a person as of a particular date, shares that may be acquired by

such person (for example, upon the exercise of options or warrants) within 60 days of such date are counted as outstanding, while these

shares are not counted as outstanding for computing the percentage ownership of any other person.

address of each holder listed below, except as otherwise indicated, is c/o BioVie Inc., 680 W Nye Lane, Suite 201, Carson City, Nevada

Name and Address of Beneficial Owner

1 unchanged sentence

Percentage of Beneficial Ownership

Terren Peizer (1)

Joanne Wendy Kim (3)

Joseph Palumbo (4)

Penny Markham (5)

Chris Reading (6)

Clarence Ahlem (6\)

executive officers and directors:

James Lang (1)

Richard Berman (2)

1 unchanged sentence

Robert Hariri (4)

James Lang (10)

Sigmund Rogich (5)

Michael Sherman (6)

Joanne Wendy Kim (8)

Joseph Palumbo (9)

All directors and executive officers as a group (9)

5% Stockholders

Acuitas Group Holdings (10)

* Less than 1%

Includes warrants to purchase 7,272,728 shares of Common Stock.

All shares held of record by Acuitas Group Holdings, LLC, a limited liability company 100% owned by Terren Peizer, and as to which, Mr.

(1) Includes warrants

to purchase 17,333 shares of Common Stock and options to purchase 134,636 shares of Common Stock, all of which are exercisable

within 60 days of August 9, 2023.

(2) Includes options

to purchase 109,138 shares of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

(3) Includes options

to purchase 102,788 shares of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

50,000 shares of

common stock is held by Mr.

Gorlin’s wife.

(4) Includes options to

purchase 102,775 shares of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

(5) Includes options

to purchase 145,175 shares of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

(6) Includes warrants

to purchase 13,333 shares of Common Stock and options to purchase 168,513 shares of Common Stock, all of which are exercisable

within 60 days of August 9, 2023.

Common stock held of record by Sherman Children’s Trust Brian Krisber, Trustee.

of common stock, warrants and options are deemed to be beneficially owned or controlled by Michael Sherman.

(7) Includes warrants to

purchase 70,666 shares of Common Stock and options to purchase 455,681 shares of Common Stock, all of which are exercisable within

60 days of August 9, 2023.

211,965 shares of Common Stock and warrants are held of record by Do & Rickles

Investments, LLC, a limited liability company 100% owned by Cuong Do and his wife, and as such, Mr.

Do may be deemed to beneficially

own or control.

(8) Include options

to purchase shares 70,967of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

(9) Includes options

to purchase 30,833 shares of Common Stock, all of which are exercisable within 60 days of August 9, 2023.

(10) Includes warrants

to purchase 7,272,728 shares of Common Stock and options to purchase 65,000 shares of Common Stock, all of which are exercisable

within 60 days of August 9, 2023.

All shares held of record by Acuitas Group Holdings, LLC, a limited liability company 100%

owned by Terren Peizer, and as which Mr.

Peizer may be deemed to beneficially own or control.

Peizer disclaims beneficial ownership of any such securities.

Includes warrants to purchase 70,667 shares of Common Stock and options to purchase 294,975 shares

of Common Stock, all of which are exercisable within 60 days of September 13, 2022.

167,607 shares of Common Stock, warrants are

held of record by Do & Rickles Investments, LLC, a limited liability company 100% owned by Cuong Do and his wife, and as such,

Do may be deemed to beneficially own or control.

Includes options to purchase 47,100 shares of Common Stock exercisable within 60 days of September 13, 2022.

Represents options to purchase 24,833 shares of Common Stock exercisable within 60 days of September 13, 2022.

Includes options to purchase 47,900 shares of Common Stock exercisable within 60 days of September

Represents options to purchase 47,700 shares of Common Stock exercisable within 60 days of September 13, 2022.

Includes options to purchase 84,313 shares of Common Stock, which are exercisable within 60 days of September 13,

Includes options to purchase 78,713 shares of common stock, all of which are exercisable within 60 days of September 13, 2022.

Common Stock is held by Mr Gorlin’s wife.

Represents options to purchase 78,513 shares of common stock, all of which are exercisable within

60 days September 13, 2022.

Includes warrants to purchase 17,333 shares of Common Stock and options to purchase 83,875 shares of Common Stock, all of which are exercisable within 60 days of September 13, 2022.

Represents options to purchase 79,5005 shares of common stock, all of which are exercisable within 60 days of September 13, 2022.

Includes warrants to purchase 13,333 shares of Common Stock and options to purchase 87,288 shares of Common Stock, all of which are exercisable within 60 days of September 13, 2022.

Common Stock held by Michael Sherman includes 13,333 shares of the Common Stock held of record by Sherman Children’s Trust Brian Krisber, Trustee.

All shares of Common Stock, warrants and options are deemed to be beneficially owned or controlled by Michael Sherman.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

The following includes a summary of transactions since June 30, 2021, to

which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of

the average of our total assets at year-end for the prior two fiscal years, and in which any of our directors, executive officers or beneficial

owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct

or indirect material interest.

On July 15, 2022, the Company, entered into a securities purchase agreement

(the “Purchase Agreement”) with Acuitas, pursuant to which Acuitas agreed to purchase from the Company, in a private placement

(the “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, and (ii) a warrant to purchase 7,272,728 shares of Common Stock, at an exercise price of $1.82,

with a term of exercise of five years;

Peizer disclaims beneficial

of any such securities.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following includes a summary of transactions since June 30, 2022, to which we have been a party in which the amount involved exceeded

or will exceed the lesser of (i) $120,000 and (ii) one percent (1%) of the average of our total assets at year-end for the prior two

fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any

member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

On July 15, 2022, the Company, entered into

a Securities Purchase Agreement (the “Purchase Agreement”) with Acuitas, pursuant to which Acuitas agreed to purchase from

the Company, in a private placement (the “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, and (ii) a warrant to purchase 7,272,728 shares of Common

Stock, at an exercise price of $1.82, with a term of exercise of five years;

(collectively, the “Securities”).

The aggregate purchase price for the Securities sold

in the Private Placement was $6 million.

The aggregate

purchase price for the Securities sold in the Private Placement was $6 million.

The Private Placement closed on August 15, 2022.

Review and Approval of Transactions with Related Persons

Either the audit committee or the Board of Directors approves all related

party transactions.

The procedure for the review, approval or ratification of related party transactions involves discussing the proposed

transaction with management, discussing the proposed transaction with the external auditors, reviewing financial statements and related

disclosures, and reviewing the details of major deals and transactions to ensure that they do not involve related party transactions.

Members of management have been informed and understand that they are to bring related party transactions to the audit committee or the

Board of Directors for pre-approval.

These policies and procedures are evidenced in the audit committee charter and our code of ethics.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows what the auditor billed for the audit and other

services for the years ended June 30, 2022 and 2021.

Review and Approval of Transactions with

Related Persons

Either the audit committee or the Board of

Directors approves all related party transactions.

The procedure for the review, approval or ratification of related party transactions

involves discussing the proposed transaction with management, discussing the proposed transaction with the external auditors, reviewing

financial statements and related disclosures, and reviewing the details of major deals and transactions to ensure that they do not involve

related party transactions.

Members of management have been informed and understand that they are to bring related party transactions

to the audit committee or the Board of Directors for pre-approval.

These policies and procedures are evidenced in the audit committee

charter and our code of ethics.

ACCOUNTANT FEES AND SERVICES

following table shows what the auditor billed for the audit and other services for the years ended June 30, 2023 and 2022.

Audit - Related Fees

All other Fees

Audit Fees —This category includes the audit of the Company’s

annual financial statements, review of financial statements included in the Company’s Form 10-Q Quarterly Reports and services that

are normally provided by the independent auditors in connection with engagements for those years.

Audit-Related Fees —N/A

Tax Fees —N/A

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit

Services of Independent Public Accountant

Consistent with SEC policies regarding auditor independence, the Audit

Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting

In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit

services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered public accounting firm

for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of

four categories of services to the Audit Committee for approval.

Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Other Fees are those associated with services not captured in the other categories.

The Company generally does not request such services from our independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves these services by

category of service.

The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management

to report actual fees versus the budget periodically throughout the year by category of service.

During the year, circumstances may arise

when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the

original pre-approval.

In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered

public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more

of its members.

The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions

to the Audit Committee at its next scheduled meeting.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Fees —This category includes the audit of the Companys annual financial statements, review of financial statements included

in the Companys Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection

with engagements for those years.

Audit-Related

on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant

with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing

the work of our independent registered public accounting firm.

In recognition of this responsibility, the Audit Committee has established

a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

to engagement of an independent registered public accounting firm for the next years audit, management will submit an aggregate

of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

services include audit work performed in the preparation of financial statements,

as well as work that generally only an independent registered public accounting firm can

reasonably be expected to provide, including comfort letters, statutory audits, and attest

services and consultation regarding financial accounting and/or reporting standards.

Audit-Related

services are for assurance and related services that are traditionally performed

by an independent registered public accounting firm, including due diligence related to mergers

and acquisitions, employee benefit plan audits, and special procedures required to meet certain

regulatory requirements.

services include all services performed by an independent registered public accounting

firms tax personnel except those services specifically related to the audit of the

financial statements, and includes fees in the areas of tax compliance, tax planning, and

Fees are those associated with services not captured in the other categories.

Company generally does not request such services from our independent registered public accounting

to engagement, the Audit Committee pre-approves these services by category of service.

The fees are budgeted and the Audit Committee

requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout

the year by category of service.

During the year, circumstances may arise when it may become necessary to engage our independent registered

public accounting firm for additional services not contemplated in the original pre-approval.

In those instances, the Audit Committee

requires specific pre-approval before engaging our independent registered public accounting firm.

Audit Committee may delegate pre-approval authority to one or more of its members.

The member to whom such authority is delegated must

report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

AND FINANCIAL STATEMENT SCHEDULES

(a)(1),(2) Financial Statements

The Financial Statements listed on page F-1 of this document are filed

as part of this filing.

(a)(3) Exhibits

The following is a list of exhibits filed as a part of this report:

Agreement and Plan of Merger,

dated April 11, 2016, among the Company, LAT Acquisition Corp and LAT Pharma, LLC (incorporated by reference to Exhibit 2.1 the Company’s

Current Report on Form 8-K filed on April 15, 2016).

Articles of Incorporation

of the Company as filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s registration

statement on Form S-1 filed on August 15, 2013, File No.

Certificate of Amendment

to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on

July 22, 2016).

Certificate of Amendment

to Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C

filed on July 13, 2018).

Certificate of Designation

of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed on July 3, 2018).

Certificate of Amendment

to Articles of Incorporation (incorporated by reference to Exhibit 3.6 to the Company’s registration statement on Form S-1

filed on November 22, 2019, File No.

Amended and Restated Bylaws of the Company, dated June 16,

2020 (incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Specimen Certificate representing

shares of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1

filed on April 26, 2019, File No.

333-231136) .

Form of Warrant (incorporated

by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 25, 2019).

Form of 10% OID Convertible

Delayed Draw Debenture (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K filed on September

Description of Securities

(incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on August 30, 2021).

Form of Common Stock Purchase

Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K/A filed on July 18, 2022).

Form of Warrant to Purchase

Shares of Class A Common Stock of the Company ( incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed

on December 1, 2021 ).

Equity Incentive Plan (incorporated by reference to Appendix D to the Definitive Information Statement on Schedule 14C, filed on

May 8, 2019).

Asset Purchase Agreement by and Among BioVie, Inc., as Buyer, Neurmedix, Inc., as Seller and Acuitas Group Holdings, LLC as Guarantor of April 27, 2021 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 27, 2021).

Financial Statements listed on page F-1 of this document are filed as part of this filing.

following is a list of exhibits filed as a part of this report:

Description of Document

Agreement and Plan of Merger, dated April 11, 2016, among the Company, LAT Acquisition Corp and LAT Pharma, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 15, 2016).

Articles of Incorporation of the Company as filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on August 15, 2013, File No.

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 22, 2016).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on July 13, 2018).

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 3, 2018).

Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1 filed on November 22, 2019, File No.

Amended and Restated Bylaws of the Company, dated June 16, 2020 (incorporated by reference to Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

First Amendment to the Amended and Restated Bylaws of the Company, dated March 12, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023).

Specimen Certificate representing shares of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on April 26, 2019, File No.

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 25, 2019).

Form of 10% OID Convertible Delayed Draw Debenture (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K filed on September 25, 2019).

Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on August 30, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed on July 18, 2022).

Form of Warrant to Purchase Shares of Class A Common Stock of the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 1, 2021).

2019 Omnibus Equity Incentive Plan (incorporated by reference to Appendix D to the Definitive Information Statement on Schedule 14C, filed on May 8, 2019).

Asset Purchase Agreement, dated April 27, 2021, among the Company, NeurMedix, Inc.

and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 27, 2021).

Amendment No.

1 of the Asset Purchase Agreement dated May 9, 2021 (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on May 10, 2021).

Underwriting Agreement between the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of the several Underwriters, dated August 8, 2021 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August 11, 2021).

Employment Offer & Agreement Chris Reading and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement Clarence Ahlem and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement Joanne Wendy Kim and the Company, dated June 26, 2021 (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement Jonathan Adams and the Company, dated August 26, 2021 (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement Penelope Markham and the Company, dated September 7, 2021 (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement Joseph Palumbo and the Company, dated September 3, 2021 (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

1 of the Asset Purchase Agreement, dated May 9, 2021, among the Company, NeurMedix, Inc.

and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on May 10, 2021).

2 to the Asset Purchase Agreement, dated January 13, 2023, among the Company, Acuitas Group Holdings, LLC and Acuitas Group

Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 12,

Employment Offer & Agreement, between Chris Reading and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement, between Clarence Ahlem and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement, between Joanne Wendy Kim and the Company, dated June 26, 2021 (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement, between Penelope Markham and the Company, dated September 7, 2021 (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Employment Offer & Agreement, between Joseph Palumbo and the Company, dated September 3, 2021 (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2021).

Loan and Security Agreement, dated November 30, 2021, among the Company, Avenue Venture Opportunities Fund II, L.P.

4 unchanged sentences

(incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 1, 2021).

Securities Purchase Agreement, dated July 15, 2022 by and between the Company and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A filed on July 18, 2022).

Controlled Equity Offering SM

Sales Agreement, dated August 31, 2022, by and among BioVie

Cantor Fitzgerald & Co.

Riley Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed

on August 31, 2022).

Code of Conduct and Ethics

of BioVie Inc.

Securities Purchase Agreement, dated July 15, 2022, by and between the Company and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on July 18, 2022).

Equity Offering SM Sales Agreement, dated August 31, 2022, among the Company, Cantor Fitzgerald & Co.

Securities, Inc.

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on August 31,

Amended and Restated Registration Rights Agreement, dated August 15, 2022, by and between BioVie Inc.

and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022).

Code of Conduct and Ethics of BioVie Inc.

(incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1, File No.

Subsidiaries of BioVie Inc.

Consent of Independent Registered

Public Accounting Firm - EisnerAmper LLP

Consent of Independent Registered Public Accounting Firm - EisnerAmper LLP

Rule 13a-14(a) Certification

Certification Pursuant to

18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

Certification Pursuant to

18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

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# Indicates a management contract or compensatory plan

or arrangement

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed by the following persons in the capacities and on the dates indicated.

Chief Executive Officer

September 27, 2022

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Calculation Linkbase Document

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XBRL Taxonomy Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Indicates a management contract or compensatory plan or arrangement

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Executive Officer

(Principal Executive Officer)

/s/ Joanne Wendy Kim

Chief Financial Officer

September 27, 2022

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and

on the dates indicated.

Executive Officer

Executive Officer)

Joanne Wendy Kim

(Principal Financial Officer)

/s/ Terren Piezer

September 27, 2022

Terren Piezer

September 27, 2022

/s/ Michael Sherman

September 27, 2022

Financial Officer

Financial Officer)

Michael Sherman

/s/ Richard J.

September 27, 2022

/s/ Steve Gorlin

September 27, 2022

/s/ Robert Hariri

September 27, 2022

Robert Hariri

/s/ Sigmund Rogich

September 27, 2022

Sigmund Rogich

Index to Financial Statements

Report of Independent Registered Public Accounting Firm – EisnerAmper LLP

Financial Statements:

to Financial Statements

Report of Independent Registered Public Accounting Firm – EisnerAmper LLP (PCAOB Number 274 )

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity (Deficit)

Statements of Operations and Comprehensive Loss

Statements of Changes in Stockholders Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of BioVie, Inc.

(the “Company”) as of June 30, 2022 and 2021, and the related statements of operations, changes in

stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of

the years then ended, in conformity with accounting principles generally accepted in the United States of America.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

on the Financial Statements

We have audited the accompanying balance sheets of

(the “Company”) as of June 30, 2023 and 2022, and the related statements of operations and comprehensive loss,

changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years then

ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

31 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a

matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the

audit committee and that:

matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit

committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

3 unchanged sentences

on the critical audit matter or on the accounts or disclosures to which it relates.

Notes Payable

As described in Note 7 to the accompanying

financial statements, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) by issuing notes

payable to the lender.

The Loan Agreement included a conversion option which allows the lender to convert up to $5,000,000 of the

principal amount of the notes payable into the Company’s Class A common stock and required the issuance of warrants to

purchase 361,002 shares of the Company’s class A common stock by the lender.

The carrying value of the notes payable was

determined by allocating portions of the outstanding principal of the notes to the fair value of the warrants and the embedded

conversion option.

The fair values of the warrants and the conversion option of $194,531 and $188,030, respectively as of June 30,

2022, and the change in their fair values for the year ended June 30, 2022 of $3,287,418 were determined using a Black Scholes model

which uses inputs such as the closing price of the stock, the option’s exercise price, the term of the option, a risk free

interest rate and the volatility of the stock to arrive at the values.

We identified the valuation

and the accounting for the notes payable and the related derivative liabilities to be a critical audit matter due to the complexity of

their accounting and the subjective judgment required by management in selecting the inputs and assumptions used in determining fair

This in turn led to a high degree of auditor judgment, subjectivity and effort in applying the procedures related to the accounting

and those assumptions.

Addressing the matter involved

performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

procedures include obtaining an understanding and evaluating the design of controls relating the accounting and valuation of these instruments.

Our procedures included, among others:

reading the terms of the Loan Agreement;

reviewing the valuation assumptions used by management;

obtaining the valuation calculations from the Company and agreeing the inputs to the source information used by management;

the mathematical accuracy of the calculations;

reviewing the recording of the notes payable and related derivative liabilities;

the amortization of the discount arising from the derivative liabilities through the end of the year;

and confirming the notes payable

balances with the lender at the end of the year.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since

Research and development expenses and related accruals

As described in Note 3 to the accompanying financial

statements, research and development expenses consists primarily of costs associated with the preclinical and/or clinical trials of drug

candidates, compensation and other expenses for research and development, supplies and development materials, costs for consultants and

related contract research and third-party facility costs.

The amounts recorded for clinical trial expenses represent the Company’s

estimates of clinical trial expenses based on facts and circumstances known to the Company at that time, and are dependent upon the timely

and accurate reporting of contract research organizations and other third-party vendors.

We identified the accounting for the research

and development expenses and related accruals to be a critical audit matter due to the degree of management judgement in ensuring they

are complete and accurate, their significance, their increase from the prior year, and the risk of material misstatement due to the nature

and timing of these costs and accruals.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in applying the

procedures related to their accounting.

Addressing the matter involved performing procedures

and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included, obtaining

an understanding of management’s process and evaluating the design of controls over research and development expenses and the completeness

and accuracy of related accruals, reading the terms of the master service agreements and statements of work for significant vendors and

making selections of transactions to determine the adequacy of the support, their mathematical accuracy and their recording as research

and development expenses.

We also made inquiries of management and reviewed subsequent payments of major research and development expenses

to ensure that accruals were complete as of June 30, 2023.

EisnerAmper LLP

Iselin, New Jersey

September 27, 2022

Balance Sheets

have served as the Company’s auditor since 2019.

CURRENT ASSETS:

Prepaids and other assets

Total current assets

OTHER ASSETS:

Operating lease right-of-use assets

Intangible assets, net

cash equivalents

Investments in U.S.

Treasury Bills

and other assets

current assets

Operating lease right-of-use

Intangible assets,

Other assets, non-current

Total other assets

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND

STOCKHOLDERS EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses

Current portion of other liabilities

Current portion of operating lease liabilities

Accounts payable and

accrued expenses

Current portion of

other liabilities

Current portion of

operating lease liabilities

Current portion of

Note payable, net of financing cost, unearned premium and discount of $ 894,926 at June 30, 2023

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 ($ 2,861,314 )

TOTAL LIABILITIES

Commitments and contingencies (Note 11)

STOCKHOLDERS' EQUITY :

derivative liability

current liabilities

Other liabilities,

net of current portion

Operating lease liabilities,

net of current portion

payable, net of current portion, financing cost, unearned premium and discount of $ 227,268 at June 30, 2023 and $ 2,861,314

at June 30, 2022

Commitments and contingencies

STOCKHOLDERS

Preferred stock;

$ 0.001 par value;

10,000,000 shares authorized;

0 shares issued and outstanding

Common stock, $ 0.0001 par value;

Common stock, $ 0.0001

800,000,000 shares authorized at June 30, 2023 and June 30, 2022, respectively;

24,984,083 and 22,333,324 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively

36,451,829 shares issued of which 36,428,949

shares outstanding at June 30, 2023 and 24,984,083 issued and outstanding at June 30, 2022;

Additional paid in capital

Accumulated other comprehensive

Accumulated deficit

1 unchanged sentence

( 250,969,890 )

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of the

financial statements.

Statements of Operations

stockholders equity

LIABILITIES AND STOCKHOLDERS EQUITY

accompanying notes are an integral part of the financial statements.

of Operations and Comprehensive Loss

June 30, 2023

2 unchanged sentences

Research and development expenses

In process research and development expenses

Selling, general and administrative expenses

3 unchanged sentences

( 27,252,977 )

OTHER (INCOME) EXPENSE:

OTHER EXPENSE (INCOME):

Change in fair value of derivative liabilities

( 3,287,418 )

( 8,279,919 )

Gain on extinguishment of debt

Interest expense

Interest income

TOTAL OTHER INCOME, NET

( 1,168,509 )

TOTAL OTHER EXPENSE (INCOME), NET

( 1,168,509 )

1 unchanged sentence

$ ( 26,084,468 )

Deemed dividends - related party

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

3 unchanged sentences

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

The accompanying notes are an integral part of the

financial statements.

Statements of Changes in Stockholders’ Equity

For the Years Ended June 30, 2022 and 2021

Additional Paid in

Stockholders' Equity

Balance, June 30, 2020

$ ( 50,255,815 )

$ ( 26,084,468 )

Proceeds from issuance of common stock, net of costs of $ 2,371,790

Redemption of warrants - related party

Deemed dividend for purchase option - related party

Other comprehensive income

Unrealized gain on investments for available-for-sale

Other comprehensive income

Comprehensive loss

$ ( 50,079,224 )

Cashless exercise of options

Stock-based compensation

Proceeds from exercise of warrants

Issuance of shares for purchase of in process research and development expenses - related party

$ ( 26,084,468 )

accompanying notes are an integral part of the financial statements.

of Changes in Stockholders Equity

For the Years Ended June 30, 2023 and 2022

Comprehensive

Stockholders

June 30, 2021

$ 229,933,505

Balance, June 30, 2021

$ ( 224,885,422 )

option-based compensation

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

based compensation – restricted stock

( 26,084,468 )

Stock-based compensation

Proceeds from issuance of common stock, net costs of $ 2,224,992

Stock based compensation - restricted stock

( 26,084,468 )

June 30, 2022

( 250,969,890 )

Balance, June 30, 2022

option-based compensation

compensation – restricted stock units

compensation – issuance of common stock

exercise of options

exercise of warrants

from exercise of options

from issuance of common stock, net costs of $2,008,898

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

gain on available-for-sale securities

( 50,255,815 )

The accompanying notes are an integral part of the

financial statements.

Statements of Cash Flows

June 30, 2023

$ 316,385,759

$ ( 301,225,705 )

accompanying notes are an integral part of the financial statements.

of Cash Flows

June 30, 2023

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 26,084,468 )

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

Adjustments to reconcile net loss to net cash used in operating

Amortization of intangible assets

Stock based compensation - restricted stock

Stock based compensation – restricted stock units

Stock based compensation expense – stock options

Common shares issued for asset acquisition

Gain on extinguishment of loan payable

Stock based compensation expense – stock issued

Amortization of financing costs

1 unchanged sentence

Accretion of loan premium

Amortization of operating lease, net

Change in fair value of derivative liability

( 3,287,418 )

Change in operating lease right-of-use assets

Change in fair value of derivative liabilities

( 3,287,418 )

Changes in operating assets and liabilities:

Prepaids and other assets

Accounts payable and accrued expenses

Operating lease liabilities

Other liabilities

( 1,304,925 )

Net cash used in operating activities

1 unchanged sentence

( 18,990,850 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of U.S.

Treasury Bills

( 14,301,135 )

Net cash used in investing activities

( 14,301,135 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from issuance of common stock

Payment of convertible debenture - related party

( 1,821,818 )

Proceeds from convertible debenture - related party

Proceeds from exercise of warrants

Proceeds from note payable net of financing costs

Proceeds from exercise of stock options

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

Net increase in cash and cash equivalents

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Cash paid for taxes

SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

Deemed dividends - related party

Right of use assets obtained in exchange for lease obligations

The accompanying notes are an integral part of the

financial statements.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

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 June 30 2022, ten

US study centers had been activated and are actively screening and enrolling patients in the study.

Top-line results from this trial are

expected in mid calendar year 2023.

The BIV201 development program was initiated by LAT Pharma LLC.

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.

In 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.

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).

In August 2021, the study was initiated and the Company

is anticipating top line results in mid calendar year 2023.

On 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.

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 by the end of the calendar year 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.

NE3107 is patented in the United States,

Australia, Canada, Europe and South Korea.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Liquidity and Going Concern

The Company’s operations are subject to a number of factors

that can affect its operating results and financial conditions.

SCHEDULE OF NON-CASH

FINANCING AND INVESTING ACTIVITIES:

Right of use assets

obtained in exchange for lease obligations

Unrealized gain on

Treasury Bills

accompanying notes are an integral part of the financial statements.

to Financial Statements

the Years Ended June 30, 2023 and 2022

(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.

Company acquired the biopharmaceutical assets of NeurMedix, Inc.

(NeurMedix), from a related party privately held clinical-stage

pharmaceutical company, in June 2021.

The acquired assets included NE3107, a potentially selective inhibitor of inflammatory extracellular

single-regulated kinase(ERK) signaling that, based on animal studies and is believed to reduce neuroinflammation.

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 Alzheimers Disease (AD) and Parkinsons 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.

Company is conducting a potentially pivotal Phase 3 randomized, double-blind, placebo-controlled, parallel-group, multicenter study to

evaluate NE3107 in patients who have mild to moderate Alzheimers disease (NCT04669028).

The Company is targeting primary completion

of this study in the fourth quarter of calendar year 2023.

Company completed its Phase 2 study assessing NE3107 in Parkinsons disease patients in the fourth quarter of calendar year 2022.

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

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

The study was primarily designed to assess safety (general safety

in the patient population and potential for drug-drug interactions of NE3107 with levodopa);

and secondary, to look for indications of

promotoric activity akin to promotoric activity and apparent enhancement of levodopa activity observed in preclinical models.

safety and efficacy objectives of the study were met.

Neuroinflammation,

insulin resistance, and oxidative stress are common features in the major neurodegenerative diseases, including Alzheimers Disease

(AD), Parkinsons Disease (PD), frontotemporal lobar dementia, and Amyotrophic lateral sclerosis (ALS).

an orally bioavailable, blood-brain permeable, small molecule, with potential anti-inflammatory, insulin sensitizing, and ERK-binding

properties that may allow it to selectively inhibit ERK-, NFκB- and TNF-stimulated inflammation.

NE3107s potential to inhibit

neuroinflammation and insulin resistance forms the basis for the Companys work testing the molecule in AD and PD patients.

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

The Company’s Orphan Drug candidate BIV201

(continuous infusion terlipressin), with FDA Fast Track status, is being evaluated in a U.S.

Phase 2b study (NCT04112199) for the treatment

of refractory ascites due to liver cirrhosis.

BIV201 is administered as a patent-pending liquid formulation.

The study was closed before

full enrollment, without clinically meaningful adverse effects associated with BIV201 treatment.

While the active agent is approved in

and in about 40 countries for related complications of advanced liver cirrhosis, treatment of ascites is not included in these

authorizations.

Patients with refractory ascites 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.

Food and Drug Administration (“FDA”)

has not approved any drug to treat refractory ascites.

The 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

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., the Company 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.

to Financial Statements

the Years Ended June 30, 2023 and 2022

and Going Concern

The Company’s 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 Company’s products, the Company’s ability to obtain regulatory approval to

market its products;

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;

1 unchanged sentence

for, Company products;

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

for its 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 capital.

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 June 30, 2022, the Company had working capital of approximately $ 14.6 million,

cash of approximately $18.6 18,641,716

million, stockholders’ equity of approximately $3.7 3,670,935

million, and an accumulated deficit of approximately $251

250,969,890 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 to 15 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.

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 led 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 and its variants continue to 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 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.

Although management continues to pursue the Company’s 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 Company’s ability to continue as a going

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

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance

with accounting principles generally accepted in the United States (“GAAP”) and include all adjustments necessary for the

fair presentation of the Company’s financial position for the periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP

requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying

The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under

the circumstances.

The amounts of assets and liabilities reported in the Company’s balance sheet and the amounts of expenses

reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to,

accounting for share-based compensation and other equity instruments, accounting for derivatives and accounting for income taxes.

Actual results could differ

from those estimates.

Reclassifications

Certain prior period amounts have been reclassified for consistency to

conform with the current year’s presentation.

The Company considers all highly liquid instruments with original maturities

of three months or less to be cash equivalents.

Cash is maintained at two financial institutions, and, at times, balances may exceed federally

insured limits.

The Company has never experienced any losses related to these balances.

Prepaid and other Assets

Prepaid and other assets consist of prepayments of certain expenses and

direct costs related to capital raise which will offset proceeds upon the close.

Other Assets, non-current

Other assets consist of security deposit for the office lease.

The Company determines whether an arrangement contains a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities,

and operating lease liabilities, net of current portion on our balance sheets.

ROU assets represent the Company’s right to use an

underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at

the commencement date.

As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the

information available at the commencement date in determining the present value of lease payments.

The Company does not include options

to extend or terminate the lease term in its calculation unless it is reasonably certain that the Company will exercise any such options.

Rent expense is recognized under the operating leases on a straight-line basis.

The Company does not recognize right of-use assets or

lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as

expense on a straight-line basis over the lease term.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Significant Accounting Policies (continued)

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; and

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company’s financial instruments include cash, accounts payable,

the carrying value of the operating lease liabilities and notes payable.

The carrying amounts of cash and accounts payable approximate

their fair value, due to the short-term nature of these items.

The carrying amounts of notes payable and operating lease liabilities approximate

their fair values since they bear interest at rates which approximate market rates for similar debt instruments.

Research and Development

Research and development expenses consist primarily of costs associated

with the preclinical and/ or clinical trials of drug candidates, compensation and other expenses for research and development, personnel,

supplies and development materials, costs for consultants and related contract research and facility costs.

Expenditures relating to research

and development are expensed as incurred.

In the fiscal year ended June 30, 2021 the Company recorded the assets acquired totaling approximately

$130.6 million from NeurMedix, a controlled affiliate of Acuitas, our majority shareholder, that were under development as research and

development expenses in the accompanying Statements of Operations.

See Note 1 - Background Information.

The Company uses the asset and liability method of accounting for deferred

income taxes.

Deferred income taxes are measured by applying enacted statutory rates to net operating loss carryforwards and to the differences

between the financial reporting and tax bases of assets and liabilities.

Deferred tax assets are reduced, if necessary, by a valuation

allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes uncertainty in income taxes in the financial statements

using a recognition threshold and measurement attribute of a tax position taken or expected to be taken in a tax return.

The Company applies

the “more-likely-than-not” recognition threshold to all tax positions, commencing at the adoption date of the applicable accounting

guidance, which resulted in no unrecognized tax benefits as of such date.

Additionally, there have been no unrecognized tax benefits subsequent

The Company has opted to classify interest and penalties that would accrue, if any, according to the provisions of relevant

tax law as general and administrative expenses, in the Statements of Operations.

For the years ended June 30, 2022 and 2021, there was

no such interest or penalty.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Significant Accounting Policies (continued)

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 year ended June 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.

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

as of June 30 2022 and 2021:

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 June 30, 2023 the Company had working capital of approximately $ 19.5 million, cash and cash equivalents and

US treasury bills totaling of approximately $ 33.9 million, stockholders’ equity of approximately $ 15.3 million, and an accumulated

deficit of approximately $ 301 million.

The Company is in the pre-revenue stage and no revenues are 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 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 development of next phase 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.

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

The Impact of COVID-19 pandemic 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.

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

Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States

(GAAP) and include all adjustments necessary for the fair presentation of the Companys financial position for the

periods presented.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts

reported in the financial statements and accompanying notes.

The Company bases its estimates on historical experience and on various

assumptions that are believed to be reasonable under the circumstances.

The amounts of assets and liabilities reported in the Companys

balance sheet and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which

are used for, but not limited to, accounting for clinical accruals, share-based compensation, accounting for derivatives, assumptions used in leases and recoverability of intangible assets, the inputs used in the valuation of goodwill and intangible assets in connection with impairment testing and accounting for income taxes.

Actual results could differ from those estimates.

and cash equivalents

Cash and cash equivalents consisted of cash deposits

and money market funds held at a bank and funds held in a brokerage account which included a U.S.

treasury money market fund and U.S.

Treasury Bills with original maturities of three months or less.

to Financial Statements

the Years Ended June 30, 2023 and 2022

Accounting Policies (continued)

Treasury Bills

Investments in U.S.

Treasury Bills with maturities

greater than three months, are accounted for as available for sale and are recorded at fair value.

Unrealized gains were included in other

comprehensive income in the accompanying statements of operations and comprehensive loss.

Concentration of Credit Risk in the Financial

Service Industry

As of June 30, 2023, the Company had cash deposited

in certain financial institutions in excess of federally insured levels.

The Company regularly monitors the financial stability of these

financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents.

However, in March

and April 2023, certain U.S.

government banking regulators took steps to intervene in the operations of certain financial institutions

due to liquidity concerns, which caused general heightened uncertainties in financial markets.

While these events have not had a material

direct impact on the Company’s operations, if further liquidity and financial stability concerns arise with respect to banks and

financial institutions, either nationally or in specific regions, the Company’s ability to access cash or enter into new financing

arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations.

value measurement of assets and liabilities

determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use

of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous

market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions

that market participants would use in pricing the asset or liability.

The classification of a financial asset or liability within the

hierarchy is based upon the lowest level input that is significant to the fair value measurement.

The fair value hierarchy prioritizes

the inputs into three levels that may be used to measure fair value:

1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,

either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

3 - Inputs are unobservable inputs based on our assumptions.

The Company’s financial instruments include

cash, accounts payable, the carrying value of the operating lease liabilities and notes payable.

The carrying amounts of cash and accounts

payable approximate their fair value, due to the short-term nature of these items.

The carrying amounts of notes payable and operating

lease liabilities approximate their fair values since they bear interest at rates which approximate market rates for similar debt instruments.

and other Assets

and other assets consist of prepayments of certain expenses and direct costs related to capital raise which will offset proceeds upon

Assets, non-current

assets consist of a security deposit for an office lease.

to Financial Statements

the Years Ended June 30, 2023 and 2022

Accounting Policies (continued)

Company determines whether an arrangement contains a lease at inception.

Operating leases are included in operating lease right-of-use

(ROU) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion on

our balance sheets.

ROU assets represent the Companys right to use an underlying asset for the lease term and lease liabilities

represent an obligation to make lease payments arising from the lease.

Lease ROU assets and lease liabilities are recognized based on

the present value of the future minimum lease payments over the lease term at the commencement date.

As the Companys leases do

not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date in determining

the present value of lease payments.

The Company does not include options to extend or terminate the lease term in its calculation unless

it is reasonably certain that the Company will exercise any such options.

Rent expense is recognized under the operating leases on a

straight-line basis.

The Company does not recognize right of-use assets or lease liabilities for short-term leases, which have a lease

term of 12 months or less at inception, and instead will recognize lease payments as expense on a straight-line basis over the lease term.

and Development

and development expenses consist primarily of costs associated with the preclinical and/ or clinical trials of drug candidates, compensation

and other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract

research and facility costs.

Company uses the asset and liability method of accounting for deferred income taxes.

Deferred income taxes are measured by applying enacted

statutory rates to net operating loss carryforwards and to the differences between the financial reporting and tax bases of assets and

Deferred tax assets are reduced, if necessary, by a valuation allowance if it is more likely than not that some portion

or all of the deferred tax assets will not be realized.

Company recognizes uncertainty in income taxes in the financial statements using a recognition threshold and measurement attribute

of a tax position taken or expected to be taken in a tax return.

The Company applies the more-likely-than-not

recognition threshold to all tax positions, commencing at the adoption date of the applicable accounting guidance, which resulted in

no unrecognized tax benefits as of such date.

Additionally, there have been no unrecognized tax benefits subsequent to adoption.

Company has opted to classify interest and penalties that would accrue, if any, according to the provisions of relevant tax law as

general and administrative expenses, in the Statements of Operations and Comprehensive Loss.

For the years ended June 30, 2023 and 2022, there was no

such interest or penalty.

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

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 years

ended June 30, 2023 and 2022, such amounts were excluded from the diluted loss since their effect was considered anti-dilutive due to

the net loss for the periods.

table below shows the number of outstanding stock options, warrants and restricted stock units as of June 30:

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

4 unchanged sentences

Stock Options

Stock-based Compensation

The Company has accounted for stock-based compensation under the provisions

of FASB ASC 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation

for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase

For employee awards, the fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation

model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate.

For non-employees,

the fair value of each stock option award is estimated on the measurement date using the Black-Scholes valuation model that uses assumptions

for expected volatility, expected dividends, expected term, and the risk-free interest rate.

For non-employees, the Company utilizes the

graded vesting attribution method under which the entity treats each separately vesting portion (tranche) as a separate award and recognizes

compensation cost for each tranche over its separate vesting schedule.

Expected volatilities are based on historical volatility of peer

companies and other factors estimated over the expected term of the stock options.

For employee awards, the expected term of options granted

is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the

contract term.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant for the period of the expected

The Company recognizes forfeitures as they occur.

Goodwill is recorded when the purchase price paid for an acquisition exceeds

the fair value of net identified tangible and intangible assets acquired.

The Company performs an annual impairment test of goodwill and

further periodic tests to the extent indicators of impairment develop between annual impairment tests.

The Company’s impairment

review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit.

To determine the fair value of the reporting unit, the Company may use various approaches including an asset or cost approach, market

approach or income approach or any combination thereof.

These approaches may require the Company to make certain estimates and assumptions

including future cash flows, revenue and expenses.

These estimates and assumptions are reviewed each time the Company tests goodwill for

impairment and are typically developed as part of the Company’s routine business planning and forecasting process.

While the Company

believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results.

Company did not recognize any goodwill impairments for the years ended June 30, 2022 and 2021.

Restricted Stock Units

to Financial Statements

the Years Ended June 30, 2023 and 2022

Accounting Policies (continued)

Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – Stock Compensation which

requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive

shares of stock or equity instruments (stock options and Common Stock purchase warrants).

For employee awards, the fair value of each

stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility,

expected dividends, expected term, and the risk-free interest rate.

For non-employees, the fair value of each stock option award is estimated

on the measurement date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected

term, and the risk-free interest rate.

For non-employees, the Company utilizes the graded vesting attribution method under which the

entity treats each separately vesting portion (tranche) as a separate award and recognizes compensation cost for each tranche over its

separate vesting schedule.

Expected volatilities are based on historical volatility of peer companies and other factors estimated over

the expected term of the stock options.

For employee awards, the expected term of options granted is derived using the simplified

method which computes expected term as the average of the sum of the vesting term plus the contract term.

The risk-free rate is

based on the U.S.

Treasury yield curve in effect at the time of grant for the period of the expected term.

The Company recognizes forfeitures

as they occur.

is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired.

The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop

between annual impairment tests.

The Companys impairment review process compares the fair value of the reporting unit to its carrying

value, including the goodwill related to the reporting unit.

To determine the fair value of the reporting unit, the Company may use various

approaches including an asset or cost approach, market approach or income approach or any combination thereof.

These approaches may require

the Company to make certain estimates and assumptions including future cash flows, revenue and expenses.

These estimates and assumptions

are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Companys routine business

planning and forecasting process.

While the Company believes its estimates and assumptions are reasonable, variations from those estimates

could produce materially different results.

The Company did no t recognize any goodwill impairments for the years ended June 30, 2023

of Long-Lived Assets

assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount

of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed.

An impairment

charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Generally, fair value

is determined using valuation techniques such as expected discounted cash flows or appraisals, as appropriate.

Assets to be disposed

of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell,

and are no longer depreciated or amortized.

The assets and liabilities of a disposed group classified as held for sale would be presented

separately in the appropriate asset and liability sections of the balance sheets.

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 our balance sheets or statements of operations and comprehensive loss.

In June 2016, the Financial Accounting Standards

Board (“FASB”) issued ASU No.

2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses

on Financial Instruments.” This amendment replaces the incurred loss impairment methodology in current GAAP with a methodology

that reflects expected credit losses on instruments within its scope, including trade receivables.

This update is intended to provide

financial statement users with more decision-useful information about the expected credit losses.

In November 2019, the FASB issued No.

2019-10, Financial Instruments --Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred

the effective date of ASU 2016-13 for Smaller Reporting Companies for fiscal years beginning after December 15, 2022, including interim

periods within those fiscal years.

The Company does not expect a material impact from the adoption of ASU 2016-13 on the financial statements.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets, are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected

to be generated by the asset.

If the carrying amount of an asset exceeds its undiscounted estimated future

cash flows, an impairment review is performed.

An impairment charge is recognized in the amount by which the carrying amount of the asset

exceeds the fair value of the asset.

Generally, fair value is determined using valuation techniques such as expected discounted cash flows

or appraisals, as appropriate.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of

the carrying amount or fair value less costs to sell, and are no longer depreciated or amortized.

The assets and liabilities of a disposed

group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheets.

Purchase Accounting for Transactions with Related Party

Purchase accounting for transactions with related party, entities under

common control, are recorded at the historical carrying cost with no step up in basis to the fair market value of the asset or liability

are recognized.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards

Updates (“ASU’s”).

There were no recent ASU’s that are expected to have a material impact on our balance sheets

or statements of operations.

Intangible Assets

The Company’s 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 June 30, 2022 and 2021:

Investments in U.S.

Treasury Bills available for sale

following is a summary of the U.S.

Treasury Bills held at June 30, 2023:

Schedule of U.S.

treasury bills held

Unrealized Gain

Unrealized loss

Accumulated Other Comprehensive Income

Treasury Bills due is 3 - 6 months

The Company purchased a total of approximately $ 46 million of U.S.

Treasury Bills during the year ended June 30, 2023.

The U.S Treasury Bills that matured were approximately $ 18 million and none were

sold before maturity.

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 June 30, 2023 and 2022:

Schedule of intangible assets

6 unchanged sentences

Intellectual Property, Net

Amortization expense amounted to $ 229,377 for each

of the years ended June 30, 2022 and 2021, respectively.

The Company amortizes intellectual property over the expected original useful

lives of 10 years.

Estimated future amortization expense is as follows:

expense amounted to $ 229,377 for each of the years ended June 30, 2023 and 2022, 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,

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Related Party Transactions

Asset Acquisition with NeurMedix

On April 27, 2021, the Company entered into an 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.

Subject 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 No.

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.

On June 10, 2021, and pursuant to the Asset Purchase Agreement, 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, representing NeurMedix’s 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 in

process research and development expense in the accompanying statement of operations for the year ended June 30, 2021.

Equity Transactions with Acuitas

On September 22, 2020, concurrent with the closing of the Company’s

registered public offering, (“the Offering’), approximately $1.8 million was paid to Acuitas satisfying all amounts owed on

the Debenture due September 24, 2020 held by the Company’s 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 Company’s 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.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Related Party Transactions (continued)

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 Company’s 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.

The following paragraphs summarize the background of those financings and

arrangements which were settled and redeemed on September 22, 2020.

On July 3, 2018, we entered into a Securities Purchase Agreement (the “Purchase

Agreement”) with Acuitas and certain other purchasers identified in the Purchase Agreement (together with Acuitas, the “Purchasers”)

pursuant to which (i) the Purchasers agreed to purchase an aggregate of 2,133,332 shares of the our Series A Convertible Preferred Stock

(the “Preferred Stock”) at a price per share of $1.50 per share of Preferred Stock (the “Initial Sale”) and (ii)

we agreed to issue warrants (the “Warrants”) to purchase 1,706,666 shares of common stock, each subject to the terms and conditions

set forth in the Purchase Agreement, for an aggregate consideration of $3.2 million.

We received $160,000 of the $3.2 million in April

and May 2018 as prepaid equity.

Acuitas also received an additional 6,667 Warrants in connection with the payoff of a note issued by us

in favor of Acuitas.

The Initial Sale and issuance of the Warrants occurred on July 3, 2018.

In addition, Acuitas had the option to purchase

up to an additional 1,600,000 shares of common stock at a price per share of $1.88, and warrants on the same terms as the Warrants, within

two weeks following the one year anniversary of the closing of the Initial Sale (the “Subsequent Sale”) in the event that

we did not obtain $3,000,000 of funding through various non-dilutive grants prior to the one year anniversary of the closing of the Initial

Sale, less any federal or FDA grant funding received by the Company.

Acuitas is controlled by our Chairman and Chief Executive Officer, Terren

Peizer and the Purchasers included James Lang, Cuong Do and Michael Sherman, who are members of our Board;

and Jonathan Adam, a former

Board member.

The Purchase Agreement contained customary representations and warranties.

In connection with the disclosure schedule associated with the representations and warranties, we also disclosed customary information,

including the following:

(i) the existence of the Mallinckrodt petition before the U.S.

Patent Trial and Appeal Board, (ii) our capitalization,

(iii) our obligation to pay a low single digit royalty on the net sales of BIV201 (continuous infusion terlipressin) to be shared among

LAT Pharma LLC members, PharmaIN Corporation and The Barrett Edge, Inc.

pursuant to the Agreement and Plan of Merger, dated April 11,

2016, by and between LAT Pharma LLC and us, (iv) our obligation to pay a low single digit royalty on net sales of all terlipressin products

covered by specified patents up to a maximum of $200,000 per year pursuant to the Technology Transfer Agreement, dated July 25, 2016,

by and between us and the University of Padova (Italy), and (v) certain recent issuances of common stock by us.

Each share of Preferred Stock automatically converted into 1 share of common

stock upon the filing with the Secretary of State of the State of Nevada of a Certificate of Amendment to our Articles of Incorporation

(the “Amendment”) on August 13, 2018 that increased the number of authorized shares of common stock to 800,000,000.

The Amendment

was approved by the written consent of the holders of more than a majority of our issued and outstanding common stock on July 3, 2018

and was filed with the Secretary of State of the State of Nevada 20 calendar days following the distribution of our Definitive Information

Statement on Schedule 14 that was filed with the SEC on July 13, 2018.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Related Party Transactions (continued)

Pursuant to a letter agreement dated June 24, 2019, Acuitas agreed to modify

its existing rights under the Purchase Agreement so that:

Acuitas agreed to immediately exchange its existing 1,606,667 Warrants for common stock such that it will have effectively exercised its Warrants in full pursuant to a cashless exercise thereof at an assumed current market price of $45.00 per share and, as a result received an aggregate of 95% of the shares covered thereby, or 1,526,094 shares of common stock;

Acuitas agreed to (i) waive its rights to a 50% adjustment of the purchase price of the Preferred Stock in the Initial Sale, the exercise price of the Warrants and the price per share in the Subsequent Sale in the event of certain reductions in the useful life of our current intellectual property rights, and (ii) effectively exercise its rights to purchase securities in a Subsequent Sale pursuant to a “cashless purchase” at an assumed current market price of approximately $11.25 per share, conditioned in each case on the listing of our common stock on Nasdaq or the raising of $2.0 million in additional funds in the form of another securities offering, in either case not later than November 30, 2019, which will result Acuitas having irrevocably waived its rights to an adjustment in the purchase price of the Preferred Stock in the Initial Sale and the exercise price of the Warrants and the purchase price of per share in the Subsequent Sale upon the issuance by us of an aggregate of 1,339,958 shares of common stock (the “Subsequent Sale Shares”) to Acuitas, which is expected to occur concurrently with the closing of our potential public offering and listing on Nasdaq;

Acuitas shall in exchange for the foregoing agreements and waivers have the option to purchase additional shares of common stock and warrants to purchase one share of common stock for each share of common stock purchased during the period from September 1, 2019 to November 30, 2019 at the then-effective purchase price of the Preferred Stock in the Initial Sale (the “Funding Option”), provided that any shares issued pursuant to any exercise of the Funding Option will reduce share-for-share the amount of shares issued pursuant to the deemed exercise of its rights to purchase securities in a Subsequent Sale mentioned above.

Convertible Debenture Transaction with Acuitas

On September 24, 2019, the Company entered into a Securities Purchase Agreement

(the “2019 Purchase Agreement”) with Acuitas pursuant to which (i) Acuitas agreed to purchase a 10% OID Convertible Delayed

Draw Debenture due September 24, 2020 for an aggregate commitment amount of up to $2.0 million, and (ii) the Company issued 1,125,000

shares (the “Commitment Shares”) of the Company’s common stock and warrants (the “Commitment Warrants”)

to purchase an equal number of shares, each subject to the terms and conditions set forth in the 2019 Purchase Agreement.

The Debenture

accrues additional principal at the rate of 6% per annum and interest at the rate of 10% per annum, is convertible into shares of common

stock at $4.00 per share prior to the completion of the company’s planned public offering of units (the “Public Offering”)

or, subsequent to the closing of the Public Offering, the lower of $4.00 or 80% of the offering price per unit to the public in the Public

Offering and are mandatorily redeemable upon such closing at 100% of the accrued principal amount and unpaid interest to the date of redemption.

The Commitment Warrants are five-year warrants, exercisable upon the earlier of the effectiveness of the Company’s current reverse

stock split or December 1, 2019, at an amount equal to the lower of $4.00 or 80% of the offering price per unit to the public in the Public

Upon entering into the 2019 Purchase Agreement, the Company drew an initial $500,000 under the Debenture and in accordance with

the 2019 Purchase Agreement, Acuitas received an additional 125,000 warrants (the “Bridge Warrants”) having the same terms

as the Commitment Warrants.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Related Party Transactions (continued)

Any future draws under the Debenture, which may be made from and after

October 15, 2019, November 15, 2019 and December 15, 2019 in equal tranches of $500,000 each, will entitle Acuitas to receive additional

Bridge Warrants in equal amount upon such funding.

In addition, the 2019 Purchase Agreement provides that, should the underwriters in

the Public Offering exercise their option to purchase additional securities during the 45 days following closing and the issuance of such

securities would result in Acuitas’ beneficial ownership (on a fully diluted basis) of shares of common stock being below 60%, Acuitas

shall be issued a number of additional shares of common stock and warrants having the same terms as the Commitment Warrants to result

in its beneficial ownership (on a fully diluted basis) of shares of common stock equaling 60%.

The issuance of 1,125,000 shares of the Company’s commons stock and

warrants to purchase an equal amount number of shares, to its controlling stockholder for the Bridge Financing was accounted for as a

deemed dividend due to its related party nature and $17.1 million representing the excess of the fair value of the consideration given

for the financing, net of debt discount;

was recorded in accumulated deficit for the year ended June 30, 2020, accordingly.

A debt discount

of $500,000 against the debenture was recorded which will be amortized over the term of the debenture using the effective interest method.

The Company received draws under the Debenture that totaled approximately

$1.3 million during the year ended June 30, 2020.

The total interest expense related to the draws under the Debenture was approximately

$99,000 for the year ended June 30, 2020.

On April 1, 2020, the Company entered an amendment to modify the payment of accrued interest

amounts under the original terms of the Debenture to capitalize all such amounts as would otherwise accrue on the Debenture.

4, 2020, payment of $13,487 accrued interest due was paid through the issuance of 4,422 shares of the Company’s common stock.

and the Company continue to discuss the need and timing for some or all the remaining draws under the Debenture Agreement.

to the initial $500,000 draw on September 24, 2019, the Company received draws that totaled $813,000 as July 13, 2020, and accordingly;

the Company issued additional Bridge Warrants to purchase 203,250 shares of common stock to its controlling stockholder under the terms

of the Bridge Financing.

Accordingly, on April 16, 2020, the Company recorded the warrants to purchase 125,000 common stock related to

the second $500,000 draw under the debenture as a derivative warrant liability as of June 30, 2020.

The Company recorded the warrants

related to the draws totaling $313,000 to purchase 78,250 common shares as derivative liabilities.

Pursuant to the 2019 Purchase Agreement, Acuitas has agreed to further

modify its existing rights under the Purchase Agreement dated July 3, 2018 with the Company so that Acuitas’ previous agreement

in June 2019 to waive its rights to a 50% adjustment of the purchase price of the Preferred Stock in the July 2018 transaction, the exercise

price of the warrants in such transaction and the price per share in a Subsequent Sale in the event of certain reductions in the useful

life of our current intellectual property rights, and effectively exercise its rights to purchase securities in a Subsequent Sale pursuant

to a “cashless purchase” at an assumed current market price of approximately $11.25 per share, conditioned in each case on

the listing of the Company’s common stock on Nasdaq or the raising of $2.0 million in additional funds in the form of another securities

offering, in either case not later than November 30, 2019, such that Acuitas will have irrevocably waived its rights to an adjustment

in the purchase price of the Preferred Stock in the Initial Sale and the exercise price of the Warrants and the purchase price of per

share in the Subsequent Sale upon the issuance by us of an aggregate of 2,679,916 shares of common stock and 2,679,916 warrants having

the same terms as the Commitment Warrants to Acuitas, upon the closing of the Public Offering.

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Related Party Transactions (continued)

Pursuant to an amendment to the 2019 Purchase Agreement dated October 9,

2019, Acuitas agreed to modify its existing rights under the 2019 Purchase Agreement so that:

The Commitment Warrants (and related warrants issued upon the first draw under the Debenture) were replaced with warrants having similar terms, but which are automatically exercised upon the closing of the offering at an exercise price equal to the par value of the common stock;

Acuitas’ existing rights under the Purchase Agreement dated July 3, 2018 with the Company were further amended so that the number of Subsequent Sale Shares would be multiplied by four (in lieu of the changes to the Purchase Agreement originally provided for in the 2019 Purchase Agreement);

The provisions of the 2019 Purchase Agreement providing that, should the underwriters in the offering exercise their option to purchase additional securities during the 45 days following closing and the issuance of such securities would result in Acuitas’ beneficial ownership (on a fully diluted basis) of shares of common stock being below 60%, Acuitas will be issued a number of additional shares of common stock and warrants having the same terms as the Commitment Warrants to result in its beneficial ownership (on a fully diluted basis) of shares of common stock equaling 60% have been modified such that, upon the exercise of such option by the underwriters, the Company will issue to Acuitas a number of securities that will result in Acuitas’ fully diluted beneficial ownership after the exercise of such option being the same as prior thereto.

On July 14, 2020, the Company, entered into a further extension of its

letter agreements dated April 8, 2020, that furthered extended its letter agreement dated February 10, 2020 with Acuitas regarding Acuitas’

previous agreement to modify its existing rights under the Purchase Agreement dated July 3, 2018 with the Company so that its June 2019

waiver of its rights to a 50% adjustment of the purchase price applicable to its initial investment in the Company and the exercise price

of the warrants received in such transaction and the price per share should it exercise certain rights to purchase additional securities

in the event of certain reductions in the useful life of the Company’s intellectual property rights and commitment to purchase such

securities upon the closing of the Company’s planned public offering of shares of Class A common stock (the “Common Stock”)

as described in its Registration Statement on Form S-1 (File No.

333-231136) and commitment to purchase such additional securities would

remain effective until October 31, 2020, and accordingly Acuitas shall be entitled to receive an aggregate of 5,359,832 shares of Common

Stock at such closing.

In addition, the parties agreed that certain draws under the Company’s current bridge financing with Acuitas

were to be made based with respect to the Company’s ongoing capital requirements and current market conditions, notwithstanding

certain scheduled availability dates set forth in the 10% OID Convertible Delayed Draw Debenture issued in connection therewith.

agreement of July 14, 2020 also confirmed the understanding between the Company and Acuitas regarding certain amounts funded to BioVie

that were intended as “partial draws” of credit available under the Debenture which, as of the date hereof aggregated $813,000

in aggregate principal amount in additional to amounts initial funded under the Debenture.

Accordingly, such “partial draws”

shall accrue additional principal as amounts otherwise funded pursuant to the original schedule of draws included in the Debenture (as

modified by the letter agreement between BioVie and Acuitas dated April 1, 2020 regarding the capitalization of interest otherwise payable)

and shall entitle Acuitas to receive a pro rata amount of Bridge Warrants.

Party Transactions

Transactions with Acuitas

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

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 Companys 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.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Other Liabilities

Other liabilities at June 30, 2022 of $ 1,304,925 represented accrued annual

performance bonuses $724,330 for the fiscal year ended June 30, 2022 and the current portion of the retention bonus arrangements with

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

Total bonuses of approximately $1.9 million was recognized

and included in the accompanying statement of operations for the year ended June 30, 2022.

The payment terms of the retention bonus arrangement

are equal monthly installments over a 24-month period and began in August 2021.

The non-current portion of the retention bonus was $48,385

in the accompanying balance sheet at June 30, 2022.

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.

Party Transactions (continued)

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.

The acquired assets include, among others, certain

assets related to the drug candidates then being developed by NeurMedix, including NE3107.

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.

Subject to the terms and conditions of APA, as

amended on May 9, 2021, the Company may 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 related to certain clinical, regulatory and commercial 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 June 30, 2023 and June 30, 2022 were approximately $ 48,400 and $ 1.3 million, and included $ 48,400 and $ 580,614 ,

respectively, of a 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 2021.

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,

(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 Company’s 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%.

(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 Companys 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 June 30, 2023 was 8.25 % .

The Loan is secured by a lien

upon and security interest in all of the Company’s assets, including intellectual property, subject to agreed exceptions.

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

Company’s 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 Lender’s investment committee (“Tranche 3”).

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 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 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 $5.0 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.

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 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.

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 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, 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 Avenue, into shares of the Companys 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.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Notes Payable (continued)

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.

The adjusted effective interest rate is 25%.

The total interest expense of approximately $ 2.2 million for

the year ended June 30, 2022;

was recognized in the accompanying statements of operations and included the interest only payments totaling

approximately $ 952,000 , the amortization of financing costs of approximately $ 99,000 , unearned discount of approximately $ 934,000 and

the accretion of loan premium totaled of approximately $ 165,000 .

As of June 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.

The following is a summary of the Note Payable as of June 30, 2022 and

June 30, 2021:

Payable (continued)

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

The total interest expense of approximately $ 4.3 million for the year ended June 30, 2023, was recognized in the accompanying

statements of operations and comprehensive loss and included the interest only payments totaling approximately $ 2.1 million, the amortization of financing costs

of approximately $ 170,000 , unearned discount of approximately $ 1.6 million and the accretion of loan premium of approximately $ 422,000 .

total interest expense of approximately $ 2.2 million for the year ended June 30, 2022;

was recognized in the accompanying statements

of operations and comprehensive loss and included the interest only payments totaling approximately $ 952,000 , the amortization of financing costs of approximately

$ 99,000 , unearned discount of approximately $934,000 and the accretion of loan premium totaled of approximately $ 165,000 .

of June 30, 2023, 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 Note Payable as of June 30, 2023 and June 30, 2022:

portion of Notes Payable

Schedule of note payable

1 unchanged sentence

June 30, 2022

Current portion of Notes Payable

Less debt financing costs

2 unchanged sentences

Plus accretion of loan premium

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

Estimated future amortization expense and accretion of premium is as follows:

Current portion of Notes Payable, net of financing costs, unearned premiums and

portion of Notes Payable

June 30, 2023

June 30, 2022

Notes Payable

Less debt financing costs

Less unearned discount

( 2,735,802 )

Plus accretion of loan premium

Notes Payable, net of the current portion financing costs, unearned premiums

future amortization expense and accretion of premium is as follows:

Schedule of Estimated future amortization expense and accretion of premium

5 unchanged sentences

For the Years Ended June 30, 2023 and 2022

Fair Value Measurements

At June 30, 2022 and 2021, the estimated fair value of derivative liabilities

measured on a recurring basis are as follows:

Value Measurements

June 30, 2023 and 2022, the estimated fair value of derivative liabilities measured on a recurring basis are as follows:

Schedule of derivative liabilities at fair value

9 unchanged sentences

Total derivatives

The following table presents the activity for liabilities measured at

fair value using unobservable inputs for the year ended June 30, 2022 and 2021:

following table presents the activity for liabilities measured at fair value using unobservable inputs for the years ended June 30, 2023

Fair value, liabilities measured on recurring basis

1 unchanged sentence

Derivative liability - Conversion Option on Convertible Debenture

Beginning balance at July 1, 2020

Balance at July 1, 2021

Additions to level 3 liabilities

3 unchanged sentences

Transfer in and/or out of Level 3

( 10,357,383 )

( 2,775,002 )

Balance at June 30, 2022

Additions to level 3 liabilities

Change in fair value of level 3 liability

( 1,261,982 )

( 2,025,436 )

Change in in fair value of level 3 liability

Transfer in and/or out of Level 3

Balance at June 30, 2023

fair values of derivative liabilities for the Avenue Warrants and conversion option at June 30, 2023 in the accompanying balance sheet,

were approximately $894,000 and approximately $926,000, respectively.

The total change in the fair value of the derivative liabilities

totaled approximately $1.4 million and $3.3 million for the year ended June 30, 2023, and 2022, respectively;

and accordingly, was recorded

in the accompanying statements of operations and comprehensive loss.

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

30, 2023 included the closing stock price of $ 4.31 per share;

for the Avenue Warrants, the exercise price of $ 5.82 , remaining term 3.4

year, risk free rate of 4.4 % and volatility of 92.0 % ;

and for the embedded derivative liability of the conversion option, the conversion

price of $ 6.98 ;

remaining term 1.4 years, risk free rate of 5.18 % and volatility of 92.0 % .

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Fair Value Measurements (continued)

On September 22, 2020, concurrent with the closing of the Offering;

warrants related to derivative liabilities were automatically exercised in full and the convertible Debenture was paid off in cash expiring

the conversion option.

The fair value of the derivative liabilities – warrants and derivative liability – conversion option

on convertible Debenture prior to redemption at September 22, 2020 was $13.1 million, and the change in the fair value of $8.3 million

from June 30, 2020 was recorded in the accompanying Statements of Operations for the year ended June 30, 2021.

At September 22, 2020,

the derivative liabilities, both the warrants and expired conversion option totaling $ 13.1 million were then recorded as additional paid

in capital upon automatic exercise of the warrants and payoff of the Debenture.

The fair values of derivative liabilities for the warrants and conversion

option at June 30, 2022 in the accompanying balance sheet, were approximately $195,000 and approximately $188,000, respectively.

change in the fair value of the derivative liabilities totaled approximately $3.3 million for the year ended June 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 June 30, 2022 included the closing stock price of $ 1.45 per share, and for the warrants the exercise price of $ 5.82 , 5 -year term, risk

free rate of 3.01 % and volatility of 79.6 %.

and for the embedded derivative liability of the conversion option, the conversion price of

3 -year term, risk free rate of 2.99 % and volatility of 84.36 %.

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 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 June 30, 2022.

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 June 30, 2022.

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

Value Measurements (continued)

liability – Avenue Warrants

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 for as derivative financial instruments.

The Avenue Warrants were not considered to be indexed to

the Companys own stock, and accordingly, were recorded as a derivative liability at fair value in the accompany balance sheets at June 30, 2023 and 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 June 30, 2023.

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

the closing stock price of $ 6.44 per share;

the exercise price of $ 5.82 ;

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:

derivative liability – Conversion Option

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 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 % .

of June 30, 2023, investments in U.S.

Treasury Bills were valued through use of quoted prices and are classified as Level 1.

The following

table presents information about our assets that are measured at fair value on a recurring basis using the above input categories.

Measured at fair value on a recurring basis

Fair Value Measurements at

June 30, 2023

Treasury Bills due in 3 months or less

Treasury Bills due in 3 - 6 months

Fair Value Measurements at

June 30, 2022

Treasury Bills due in 3 months or less

Treasury Bills due in 3 - 6 months

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Equity Transactions

Stock Options

The following table summarizes the activity relating to the Company’s

stock options for the years ended June 30, 2022 and 2021:

Schedule of Summary of stock options activity

Weighted-Average Exercise Price

Weighted Remaining Average Contractual Term

Aggregate Intrinsic Value

Outstanding at June 30, 2020

Options Exercised or Forfeited

Outstanding at June 30, 2021

Options Expired

Options Forfeited

Outstanding at June 30, 2022

Exercisable at June 30, 2022

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

the Black-Scholes Option – Pricing model reflecting the following weighted-average assumptions:

following table summarizes the activity relating to the Companys stock options for the years ended June 30, 2023 and 2022:

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

Weighted-Average

Exercise Price

Remaining Average Contractual Term

Intrinsic Value

at June 30, 2021

at June 30, 2022

at June 30, 2023

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 years ended June 30, 2023 and 2022:

Schedule of assumptions used

5 unchanged sentences

Dividend Yield

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Equity Transactions (continued)

Expected volatility is based on the historical volatilities of three comparable

companies of the daily closing price of their respective common stock 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-based compensation expense of approximately

$ 5.8 million and $ 3.0 million for the years ended June 30, 2022 and 2021, respectively.

The following is a summary of stock options outstanding and exercisable

by exercise price as of June 30, 2022:

Summary of stock options outstanding and exercisable

Exercise Price

Weighted Average Contract Life

Issuance of common stock through exercise of Stock Options and Warrants

On July 28, 2020, the Company issued 2,210 shares of common stock pursuant

to a cashless exercise of stock options to purchase 3,200 shares at an average exercise price of $ 4.76 per share.

On January 27, 2021, the Company issued 304 shares of common stock pursuant

to a cashless exercise of warrants to purchase 320 shares at an average exercise price of $ 1.88 per share.

On March 23, 2021, the Company issued 27,000 shares of common stock pursuant

to a cash exercise of warrants to purchase 27,000 shares at an average exercise price of $ 12.50 per share.

volatility is based on the historical volatilities of three comparable companies of the daily closing price of their respective Common

Stock 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 approximately $ 4.2 million and $ 5.8 million for the years ended June 30,

2023 and 2022, respectively.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Equity Transactions (continued)

On March 24, 2021, the Company issued 14,324 shares of common stock pursuant

to a cash exercise of warrants to purchase 14,324 shares at an average exercise price of $ 12.50 per share.

On April 19, 2021, the Company issued 724 shares of common stock pursuant

to a cashless exercise of warrants to purchase 760 shares at an average exercise price of $ 1.88 per share.

Transactions (continued)

following is a summary of stock options outstanding and exercisable by exercise price as of June 30, 2023:

Schedule of summary of stock options outstanding and exercisable

Average Contract Life

of Common Stock through exercise of Stock Options and Warrants

In December 2022, the Company issued 22,082 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 2022, 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 .

May 2023, the Company issued 481 shares of Common Stock pursuant to a cashless exercise of stock options to purchase 800 shares at an

average exercise price of $ 3.13 .

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 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

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 31, 2021.

Accordingly, the common stock was issued to the CEO at each of the quarter

end vesting dates.

The stock-based compensation expense related to these RSUs totaled $ 384,454

for the fiscal year ended June 30, 2022.

On 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 Grant date.

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 $ 1,754

for the fiscal year ended June 30, 2022.

Issuance of Stock Options

On October 1, 2020, the Company granted stock options to purchase 800 shares

of common stock at each grant date to the Chief Financial Officer as part of her compensation.

The exercise prices of the stock options

are $ 9.54 and are exercisable at any time and expire in 5 years from the date of issuance.

During 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.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Equity Transactions (continued)

On October 13, 2020, the Company granted stock options to purchase 800

shares of common stock, at each grant date;

to a director as part of his annual director’s compensation.

The exercise price of the

stock options is $ 9.90 and are exercisable at any time and expire in 5 years from the date of grant.

On December 18, 2020, the Company granted stock options under the Company’s

2019 Omnibus Incentive Compensation Plan to purchase 691,600 shares of common stock to the members of the board as part of their annual

compensation.

The first 25% of the stock options vest on the grant date, and the remaining 75% vest over a 3-year period, on the first,

second, and third anniversary of the grant date.

The stock options were issued at an exercise price of $ 13.91 per share and expire 5 years

from the date of grant.

On January 19, 2021, the Company granted stock option to purchase a total

of 4,800 shares of common stock, granting 800 shares each to then Chief Operations Officer, an executive clinical team member and to four

of its key consultants as part of their annual compensation.

The exercise price of the options is $ 42.09 per share, are exercisable at

any time and expire 5 years from the date of issuance.

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 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.

On February 1, 2022, the Company granted stock options to purchase 124,167

shares of common stock to a new employee.

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 is $ 3.20 per share, the grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On February 1, 2022, the Company granted stock options to purchase 124,000

shares of common stock to two new employee.

Twenty percent (20%) of the shares underlying the options awarded vested on the first grant

anniversary date, and the remaining 80% vest in equal monthly installments over 48 months.

The exercise price is $ 3.20 per share, the

grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On February 8, 2022, the Company granted stock options to purchase 124,167

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 $ 2.74 per share, the

grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On March 1, 2022, the Company granted stock options to purchase 25,000

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.

options terminate on the tenth anniversary

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

The exercise price is $ 3.24 per share, the grant date fair value,

and the options terminate on the tenth anniversary of the grant date.

Transactions (continued)

On August 31, 2022, the Company entered into a

Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

Riley Securities,

(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.

On April 6, 2023, the Company and B.

Securities, Inc.

mutually agreed to terminate B.

Riley Securities, Inc.’s role as a sales agent under the Sales Agreement.

the year ended June 30, 2023, the Company sold 7,539,254 shares of common stock under the Sales Agreement for total net proceeds of $ 49.5

million after 3% commissions and expenses of approximately $ 2.0 million.

of restricted stock units for services

August 20, 2021, the Company awarded 58,759 RSUs to the Companys 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 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

the 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 for the year ended June 30, 2022.

June 21, 2022, the Company awarded 124,520 RSUs to the President and CEO under the Companys 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 beginning on the first grant anniversary date.

41,506 RSUs vested in June 2023 at a fair value of $ 5.90 per share of the Companys Common

The stock-based compensation expense related to these RSUs was approximately $ 243,000 and $ 1,754 for the years ended June 30, 2023, and 2022, respectively.

November 23, 2022, the Company awarded 381,976 RSUs to certain employees and a consultant, with a grant date fair value of $ 6.12 per

25% of these RSUs vested on the grant date and the remaining RSUs vest in three equal installments over three years

beginning on the first anniversary of the grant date.

For the year ended June 30, 2023, the stock-based compensation expense

related to these RSUs was $ 584,424 .

On February 16, 2023, the Company delivered the vested portion of the RSUs and issued 72,612

shares of Common Stock net of 25 % withholding.

22,880 shares issued to employees were withheld in Treasury stock in exchange for payment

of withholding tax on behalf of the employees.

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 year ended June 30, 2023.

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 year ended June 30, 2023.

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 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 Companys 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.

On February 9, 2023, the Company delivered the vested portion and issued 39,088 shares of Common Stock.

On May 9, 2023, the Company delivered the vested portion and issued 39,088 shares of Common Stock.

June 20, 2023, the Company awarded 149,500 RSUs to the President and CEO under the Companys 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 beginning on the first grant date anniversary.

Compensation expense related to vested RSUs for

the year ended June 30, 2023 was approximately $1.8 million.

following table summarizes vesting of restricted common stock:

Schedule of vesting of restricted common stock

Number of Shares

Weighted Average Grant Date Fair Value Per Share

Unvested at June 30, 2021

Unvested at June 30, 2022

Unvested at June 30, 2023

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Equity Transactions (continued)

On April 5, 2022, the Company granted stock options to purchase 755,000

shares of common stock to the independent directors of the board as compensation for services at an exercise price of $ 5.04 per share,

the grant date fair value.

Twenty-five percent (25%) of the shares underlying the options awarded vested on the grant date, and the remaining

75% vest ratably over three years on the first, second, and third anniversary of the grant date.

The options terminate on the earlier

of the fifth anniversary of the grant date or the date as of which the options are fully exercised.

On June 3, 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 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.

price is $ 1.98 per share, the grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On June 3, 2022, the Company granted stock options to purchase 62,000 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 $ 1.98 per share, the

grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On June 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 $ 1.81 per share, the

grant date fair value, and the options terminate on the tenth anniversary of the grant date.

On June 21, 2022, the Company granted stock options to purchase 124,520

Transactions (continued)

of Shares for Services

April 6, 2023, the Company awarded 50,000 shares of Common Stock to a vendor as part of their fees in exchange for services.

value of the Common Stock at the date of issuance was $ 7.45 per share.

The stock-based compensation expense related to this Common Stock

issuance was $ 372,500 .

of Stock Options under the 2019 Omnibus Plan.

August 20, 2021, the Company granted stock options to purchase 1,365,835 shares of Common Stock to the executive management team.

20% 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.

April 5, 2022, the Company granted stock options to purchase 755,000 shares of Common Stock to the independent directors of the board

as compensation for services at an exercise price of $ 5.04

per share, the grant date fair value.

of the shares underlying the options awarded

vested on the grant date, and the remaining 75 %

vest ratably over three 3

years on the first, second, and third anniversary

of the grant date.

The options terminate on the earlier of the fifth anniversary of the grant date or the date as of Xwhich the options

are fully exercised.

to a former employee Separation Agreement, dated April 11, 2022, the Company modified a former employees stock option award granted

on August 20, 2021, pursuant to the 2019 Omnibus Plan (2021 Options Grant).

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.

June 21, 2022, the Company granted stock options to purchase 124,520

shares of Common Stock to the CEO.

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

price is $ 1.69 per share, the grant date fair value, and the options terminate on the tenth anniversary of the grant date.

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

the Company modified a former employee’s stock option award granted on August 20, 2021 pursuant to the 2019 Omnibus Plan (“2021

Options Grant”).

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

of the employee;

the modification 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 of the 2021 Options Grant as of July 8, 2022 to one year following the Separation Date.

The modification was 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.

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.

The options vest in three equal annual installments beginning on the first grant date anniversary.

The exercise price is $ 1.69

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

the fiscal year ended June 30, 2022, the Company granted stock options to purchase a total of 479,334 shares of Common Stock in connection

with compensation packages of seven new employees.

The exercise prices were based on each of respective the grant date fair values with

vesting terms over a five years period and the options terminate on the earlier of tenth grant date anniversary or the date of which

the options are fully exercised.

June 7, 2023, the Company granted stock options to purchase 148,000 shares of Common Stock to the certain employees.

the shares underlying the options awarded vested on the grant date, and the remaining 80 % will vest in four equal annual installments

beginning, on the first grant date anniversary.

The exercise price of the options is $ 5.78 per share, the grant date fair value of the

stock, and the options terminate on the earlier of the tenth grant date anniversary or the date of which the options are fully exercised.

the fiscal year ended June 30, 2023, the Company granted stock options to purchase a total of 286,167 share of Common Stock in connection

with compensation packages of three new employees.

The exercise prices were as of each respective grant date fair value with vesting

terms over five year period and the options terminate on the earlier of tenth grant date anniversary or the date of which the options

are fully exercised.

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 of Directors.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Equity Transactions (continued)

Stock Warrants

The following table summarizes the warrants activity during the years

ended June 30, 2022 and 2021:

Transactions (continued)

following table summarizes the warrants activity during the years ended June 30, 2023 and 2022:

Summary of warrants activity

4 unchanged sentences

Outstanding and exercisable at June 30, 2021

Exercised - Acuitas

( 1,453,250 )

Outstanding and exercisable at June 30, 2022

Outstanding and exercisable at June 30, 2023

Of the above warrants, 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 warrants

On July 13, 2020, the Company issued Warrants to purchase 203,250 shares

of common stock to its controlling stockholder under the terms of the Bridge Financing.

The warrants were exercisable at an exercise price

of $ 4 at any time from the date of issuance until 5 years from the date of issuance.

(See Note 5 Related Party Transactions.)

On September 22, 2020, the Company issued warrants to purchase 89,998 shares

of common stock to the underwriters of the Offering in connection with the close of the Offering of registered Common Stock The warrants

are exercisable at an exercise price of $ 12.50 at any time from date of issuance until 5 years from the date of issuance.

total warrants outstanding at June 30, 2023 expire in the following fiscal years ending June 30 as follows:

101,380 in 2025;

35,175 expire

and 7,633,730 in 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 and commenced on October 1, 2022.

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

The term for the new office

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

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

three percent.

operating lease expense of approximately $ 52,000 and $ 89,000 for the year ended June 30, 2023 and 2022, respectively;

were included in

the accompanying statements of operations and comprehensive loss.

right-of-use asset, net and current and non current portion of the operating lease liabilities included in the accompany balance sheets

at June 30 follows:

Schedule of balance sheet information related to leases

lease, right-of-use asset, net

portion of operating lease liabilities

lease liabilities, net of current portion

operating lease liabilities

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Office Leases

From July 1, 2018 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.

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.

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 required monthly

payments of $8,782.

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

“New Office”).

The New 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.

The operating lease cost recognized in in our

statement of operations was approximately $ 89,400 and $ 10,000 for the fiscal years ended June 30, 2022 and 2021, respectively.

The following table provides balance sheet information

related to leases as of June 30, 2022 and June 30, 2021:

Schedule of balance sheet information related to leases

June 30, 2022

June 30, 2021

Operating lease, right-of-use asset, net

Current portion of operating lease liabilities

Operating lease liabilities, net of current portion

Total operating lease liabilities

At June 30, 2022, the future estimated minimum lease payments under non-cancelable

operating leases are as follows:

Leases (continued)

June 30, 2023, 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:

Total minimum lease payments

Less amount representing interest

Present value of future minimum lease payments

Less current portion of operating lease liabilities

Operating lease liabilities, net of current portion

The weighted average remaining lease term and discount rate as of June

30, 2022 and 2021 were as follows:

ending June 30, 2023

minimum lease payments

amount representing interest

value of future minimum lease payments

current portion of operating lease liabilities

lease liabilities, net of current portion

cash paid for amounts included in the measurement of lease liabilities were $ 50,600 and $ 4,175 for the years ended June 30, 2023 and

2022, respectively.

weighted average remaining lease term and discount rate as of June 30, 2023, and 2022 were as follows:

Schedule of weighted average remaining lease term and discount rate

June 30, 2022

June 30, 2021

Weighted average remaining lease term (Years)

Operating leases

Weighted average discount rate

Operating leases

Notes to Financial Statements

For the Years Ended June 30, 2022 and 2021

Commitments and Contingencies

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.

average remaining lease term (Years)

average discount rate

and Contingencies

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.

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 U.S.

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 employee’s contributions to the 401K Plan.

For the year ended June 30, 2022, the Company’s contributions to the 401K

Plan totaled approximately $ 121,000 .

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., The Company

made contributions of approximately $ 171,900 and $ 121,000 , for the years ended June 30, 2023 and 2022, respectively.

Notes to Financial Statements

For the Years Ended June 30, 2023 and 2022

Significant components of the Company’s deferred tax assets (liabilities)

are as follows:

components of the Companys deferred tax assets (liabilities) are as follows:

Schedule of deferred tax assets

June 30, 2022

June 30, 2021

Deferred tax assets (liabilities):

Tax loss carryforward

Intangible assets

Stock based compensation

Valuation Allowance

tax assets (liabilities):

loss carryforward

based compensation

( 13,556,427 )

( 7,998,280 )

Net deferred tax assets

At June 30, 2022 and 2021, the Company has recorded a full valuation against

its net deferred tax assets of $ 7,999,280 and $ 2,028,947 , respectively, since in the judgement of management, these assets are not more

than likely than not to be realized.

The increase in the valuation allowance during the years ended June 30, 2022 and 2021 were $ 5,969,333

and $ 291,741 , respectively.

At June 30, 2022, the Company had a Net Operating Loss (“NOL”)

carryforward of approximately $23,600,000.

NOL’s generated prior to 2018 will expire during the years ranging from 2032 to 2037.

The Company has no current tax expense due to its losses.

Reconciliation of the differences between income tax benefit computed at

the federal and state statutory tax rates and the provision for income tax benefit for the years ended June 30, 2022 and 2021 is as follows:

deferred tax assets

June 30, 2023 and 2022, the Company has recorded a full valuation against its net deferred tax assets of approximately $ 13.6 million

and $ 8.0 million, respectively, since in the judgement of management, these assets are not more than likely than not to be realized.

The increase in the valuation allowance during the years ended June 30, 2023 and 2022 were approximately, $ 5.6 million and $ 6.0 million, respectively.

June 30, 2023, the Company had a Net Operating Loss (NOL) carryforward of approximately $ 168 million.

NOLs generated

prior to 2018 have expiration dates ranging from 2032 to 2037 .

The Company has no current tax expense due to its net losses and a

full valuation allowance.

Reconciliation

of the differences between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax

benefit for the years ended June 30, 2023 and 2022 is as follows:

Schedule of effective income tax rate reconciliation

3 unchanged sentences

Effective tax rate

Subsequent Events

Company, entered into a securities purchase agreement (the

“Purchase Agreement”) with Acuitas, pursuant to which Acuitas agreed to purchase from the Company, in a private

placement (the “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, and (ii) a warrant to purchase 7,272,728

shares of Common Stock, 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.

The aggregate purchase price for the Securities sold in the

Private Placement was $ 6

The Private Placement closed on August 15, 2022.

On 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 12, 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 .

Subsequent to June 30, 2023 the Company sold

336,089 shares of common stock for net proceeds of $ 1.6 million net of 3% commission and expenses totaling approximately $ 50,000 under

the Sales Agreement with the Agent.

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-K

Item 9A. Controls and Procedures