Item 3. Legal Proceedings
ITEM 3.
LEGAL PROCEEDINGS
To our knowledge, other than described below,
neither the Company nor any of our officers or directors is a party to any material legal proceeding or litigation and such persons know
of no material legal proceeding or contemplated or threatened litigation, other than as described below. There are no judgments against
us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities
or performance in corporate office.
On January 19, 2024, a purported shareholder class
action complaint, captioned Eric Olmstead v. BioVie Inc. et al. , No. 3:24-cv-00035, was filed in the U.S. District Court for
the District of Nevada, naming the Company and certain of its officers as defendants. On February 22, 2024, a second, related
putative securities class action was filed in the same court asserting similar claims against the same defendants, captioned Way v.
BioVie Inc. et al. , No. 2:24-cv-00361. On April 15, 2024, the court consolidated these two actions under the caption In re BioVie
Inc. Securities Litigation , No. 3:24-cv-00035, appointed the lead plaintiff, and approved selection of the lead counsel. On June 21,
2024, the lead plaintiff filed an amended complaint, alleging that the defendants made material misrepresentations and/or omissions of
material fact relating to the Company’s business, operations, compliance, and prospects, including information related to the NM101
Phase 3 study and trial of bezisterim (NE3107) in mild to moderate probable AD, in violation
of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The class action is on behalf
of purchasers of the Company’s securities during the period from December 7, 2022 through November 28, 2023, and seeks unspecified
monetary damages on behalf of the putative class and an award of costs and expenses, including attorney’s fees. The defendants filed
a motion to dismiss the amended complaint on August 21, 2024, and that motion was fully briefed as of December 5, 2024. On March 27, 2025,
the court denied the defendants’ motion to dismiss, and the parties are now engaged in the early stages of fact discovery .
On December 30, 2024, a shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder Andrew Hulm, allegedly on behalf
of the Company, that piggy-backs on the securities class action also pending in that court. The derivative complaint names certain current
and former officers and directors as defendants, and generally alleges that they breached their fiduciary duties by causing or failing
to prevent the securities violations alleged in the securities class action. The derivative complaint also alleges claims for unjust enrichment,
waste of corporate assets, gross mismanagement, and abuse of control as against all defendants. On March 18, 2025, the court ordered the
Hulm derivative lawsuit stayed, pending resolution of the motion to dismiss the securities class action described above.
On April 28, 2025, a second shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder William Settel, allegedly on
behalf of the Company, that likewise piggy-backs on the securities class action. The Settel derivative complaint alleges essentially the
same claims as the Hulm derivative action against the same defendants based on the same alleged conduct specifically, claims for breach
of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, and waste of corporate assets.
The Company believes that the claims are without
merit and intend to defend vigorously against them, but there can be no assurances as to the outcome.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
38
PART II