What changed in this filing

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Item 9A. Controls and Procedures

2026-08-13 compared with 2025-08-15 · 510 added, 608 removed, 745 unchanged (60% of the section changed)

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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 Exchange Act as of the end of the period covered by this 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 Commission’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

principal executive and our principal financial officer, the effectiveness of our disclosure controls and procedures as defined in Rules

13a-15(e) and 15(d)-15(e) under the Exchange Act as of the end of the period covered by this report.

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 Commission’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.

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of the effectiveness of our internal control over financial reporting as of June 30, 2026 using the criteria established in Internal Control

Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission.

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation using those

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EXECUTIVE COMPENSATION

The information required by this item is included in our 2025 Proxy

Statement and is incorporated herein by reference.

The information required by this item is included

in our 2026 Proxy Statement and is incorporated herein by reference.

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

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Amended and Restated Bylaws of the Company, adopted on May 28, 2025.

(incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K filed on August 15, 2025).

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.

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Form of Placement Agent’s Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 29, 2024).

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

Form of Common Stock Purchase Warrant (incorporated by reference to reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

Form of Representative’s Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 11, 2025)

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).

2019 Omnibus Equity Incentive Plan (Amended and Restated through August 28, 2024) (incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14A, filed on September 27, 2024).

2019 Omnibus Equity Incentive Plan (Amended and Restated through November 10, 2025) (incorporated

by reference to Appendix A to the Definitive Information Statement on Schedule 14A, filed on September 25, 2025).

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

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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).

Warrant Agent Agreement, dated as of August 7, 2025, by and between the Company and the Warrant Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025).

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.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on August 15, 2025).

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1, File No.

Consent of Independent Registered Public Accounting Firm - EisnerAmper LLP

Power of Attorney (included on signature page to this registration statement)

Power of Attorney (included on signature page to this report)

Rule 13a-14(a) Certification

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

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on August 15, 2025).

XBRL Instance Document

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Furnished herewith.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or

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attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead,

in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in

in any and all capacities, to sign any and all amendments (including exhibits thereto and other documents in

connection therewith) to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with

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Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Operations

Statements of Changes in Stockholders’ Equity

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Opinion on the Financial Statements

have audited the accompanying balance sheets of BioVie Inc.

(the “Company”) as of June 30, 2025 and 2024, 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, 2025 and 2024, and the results of its

operations and its cash flows for of the years then ended, in conformity with accounting principles generally accepted in the United

States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company‘s recurring losses from operations and negative cash flows from operating activities

raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described

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

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying balance sheets

of BioVie Inc.

(the “Company”) as of June 30, 2026 and 2025, and the related statements of operations, 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,

2026 and 2025, and the results of its operations and its cash flows for of the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company‘s

recurring losses from operations and negative cash flows from operating activities raise substantial doubt about its ability to continue

as a going concern.

Management’s plans regarding these matters are also described in Note 2.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

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:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

and development expenses and related accruals

described in Note 3 to the accompanying financial statements, 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 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.

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, accurate and classified correctly, their significance, 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.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial

These procedures included, obtaining an understanding of management’s process and evaluating the design of controls

over research and development expense classification and the completeness and accuracy of related accruals, independently researching

vendors, testing a selection of research and development expense transactions to determine, based on the underlying supporting documents,

the mathematical accuracy of the expense and the appropriateness of the expense classification.

In addition, we made inquiries of management

and reviewed subsequent payments, invoices and agreements relating to certain research and development expenses to evaluate if the accruals

were properly recorded as of June 30, 2025.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

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:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Research and development expenses and related

As described in Note 3 to the accompanying financial

statements, 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 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, accurate and classified correctly, their significance, 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 expense classification

and the completeness and accuracy of related accruals, independently researching vendors, testing a selection of research and development

expense transactions to determine, based on the underlying supporting documents, the mathematical accuracy of the expense and the appropriateness

of the expense classification.

In addition, we made inquiries of management and reviewed subsequent payments, invoices and agreements

relating to certain research and development expenses to evaluate if the accruals were properly recorded as of June 30, 2026.

/s/ EisnerAmper LLP

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Iselin , New Jersey

August 12, 2026

Balance Sheets

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Current portion of operating lease liability

Current portion of notes payable, net of financing cost, unearned premium and discount of $ 701,210 at June 30, 2024

Warrant liability

Total current liabilities

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800,000,000 shares authorized at June 30, 2026 and June 30, 2025;

1,917,061 shares issued of which 1,914,224 shares are outstanding at June 30, 2025;

and 621,641 shares issued of which 619,008 shares outstanding at June 30, 2024

7,545,474 shares issued of which 7,542,638 shares outstanding at June 30, 2026;

and 1,917,061 shares issued of which 1,914,224 shares are outstanding at June 30, 2025

Additional paid in capital

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of the financial statements.

Statements of Operations and Comprehensive Loss

Statements of Operations

June 30, 2026

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Research and development expenses

Selling, general and administrative expenses

General and administrative expenses

TOTAL OPERATING EXPENSES

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( 18,066,200 )

OTHER EXPENSE (INCOME):

OTHER (INCOME) EXPENSE:

Change in fair value of derivative liabilities

( 1,816,271 )

Interest expense

Interest income

( 1,136,703 )

TOTAL OTHER INCOME, NET

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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ ( 17,911,585 )

$ ( 33,006,956 )

Other comprehensive loss

Reclassification of unrealized gains on available-for-sale investments upon settlement

Total other comprehensive loss

Comprehensive loss

$ ( 17,911,585 )

$ ( 33,183,547 )

The accompanying notes are an integral part

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Treasury Stock

Comprehensive

Stockholders'

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$ 349,738,841

$ ( 334,232,661 )

Stock - based compensation - stock options

Stock-based compensation - restricted stock units

Stock - based compensation - restricted stock units and restricted shares

Proceeds from issuance of common stock, net of costs of $3,240,288

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Stock-based compensation - issuance of common stock for services rendered

Issuance of common stock from exercise of warrants

Issuance of common stock from cashless exercise of warrants

Deemed dividend for ratchet adjustment to warrants

Reclassification of unrealized gains on available-for-sale investments upon settlement

Issuance of additional shares for fractional shares effected by the reverse split

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Issuance of common stock from vesting of restricted stock units

Stock-based compensation - issuance of common stock for services rendered

Issuance of common stock from exercise of warrants

Issuance of common stock from cashless exercise of warrants

Deemed dividend for ratchet adjustment to warrants

Issuance of additional shares for fractional shares effected by the reverse split

( 22,072,863 )

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Accretion of loan premium

Realized gain on maturity of available-for sale

Non-cash lease expense from right-of-use assets

Gain on termination of operating lease

Non-cash lease expense from right-of-use asset

Change in fair value of derivative liabilities

( 1,816,271 )

Changes in operating assets and liabilities:

Grant receivable

( 2,104,050 )

Prepaid and other current assets

( 1,463,458 )

Accounts payable and accrued expenses

( 1,386,592 )

Operating lease liabilities

Other current liabilities

Operating lease liability

Net cash used in operating activities

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( 19,025,205 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from U.S.

Treasury Bills (available-for-sale)

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from exercise of warrants

( 10,000,000 )

Payment of loan premium

Payments of note payable

Payment of note payable

( 5,000,000 )

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( 8,567,177 )

( 6,299,251 )

Cash and cash equivalents, beginning of period

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Cash paid for interest

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Right of use assets obtained in exchange for lease obligations

Reclassification of unrealized gains on U.S.

Treasury Bills (available-for-sale investments) upon settlement

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

Deemed dividend for ratchet adjustment to warrants

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(“NeurMedix”), a privately held clinical-stage pharmaceutical company and a related party in June 2021.

acquired assets included NE3107 (or “bezisterim”).

The acquired assets included NE3107 (“bezisterim”).

Bezisterim, the approved generic name for NE3107 is an investigational,

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to treating these devastating conditions affecting an estimated 6 million Americans suffering from AD, 1 million Americans suffering from

PD and Long COVID affects approximately 20 million adults in the US, and millions more worldwide.

In neurodegenerative disease, the Company’s

drug candidate bezisterim is an orally bioavailable, Blood Brain Barrier (“BBB”)-permeable, insulin-sensitizer that is also

anti-inflammatory.

In addition, it is not immunosuppressive and has a low risk of drug-drug interaction.

Bezisterim inhibits activation

of inflammatory action extracellular single regulated kinase (“ERK”) and nuclear factor kappa-light-chain-enhancer of activated

B cells (“NFκB”) (including interactions with tumor necrosis factor (“TNF”) signaling and other relevant

inflammatory pathways) that lead to neuroinflammation and insulin resistance.

PD, and approximately 20 million adults in the US suffering from Long COVID, with millions more affected worldwide.

With respect to the mechanism of action, we believe

bezisterim inhibits activation of inflammatory extracellular signal-regulated kinase (“ERK”) and nuclear factor kappa-light-chain-enhancer

of activated B cells (“NFκB”) (including interactions with tumor necrosis factor (“TNF”) signaling and other

relevant inflammatory pathways) that lead to neuroinflammation and insulin resistance.

By binding to ERK and selectively modulating NFκB

activation and TNF-α production and not interfere with their homeostatic functions, BioVie believes that bezisterim may offer clinical

improvements in several disease indications, including PD, AD and long COVID.

activation and TNF-α production without interfering with their homeostatic functions (e.g., insulin signaling and neuron growth

and survival), we believe that bezisterim may offer clinical improvements in several disease indications, including PD, AD and long COVID.

Chronic neuroinflammation, insulin resistance,

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

Amyotrophic lateral sclerosis.

Bezisterim (NE3107) is an investigational oral small molecule, blood-brain permeable, compound with potential

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

inflammation.

Bezisterim’s (NE3107) potential to inhibit neuroinflammation and insulin resistance forms the basis for the Company’s

work testing the molecule in AD, PD, and long COVID patients.

Bezisterim (NE3107) is patented in the United States, Australia, Canada,

Europe and South Korea.

Parkinson’s Disease

The Company designed a new Phase 2b study of bezisterim

as a potential first line therapy to treat patients with new onset PD.

This trial will be evaluating the safety and efficacy of bezisterim

on motor and non-motor symptoms in patients with PD who haven’t been treated with carbidopa/levodopa.

The PD Phase 2b study, multicenter,

randomized, double-blind, placebo-controlled trial with a hybrid decentralized design will last 20 weeks from the initial screening phase

to the safety follow up.

In July 2024, the Company submitted the new protocol and received a response from the FDA permitting the Company

to proceed with the study.

The trial commenced in April 2025.

The Phase 2 study of bezisterim for the treatment

of PD (NCT05083260) that completed in December 2022, was a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics

study in PD participants treated with carbidopa/levodopa and bezisterim.

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

were randomized 1:1 to placebo:

bezisterim 20 mg twice daily for 28 days.

PD is driven in large part by neuroinflammation

and activation of brain microglia, leading to increased proinflammatory cytokines (particularly TNF).

Multiple daily administrations of

levodopa (converted to dopamine in the brain) is the current standard of care treatment for this movement disorder.

However, levodopa

effectiveness diminishes over time necessitating increased dosage and prolonged daily administration leads to side effects of uncontrolled

movements called levodopa-induced dyskinesia, commonly referred to as LID, which is exacerbated by high dose levodopa.

Although levodopa

provides symptomatic benefit, it does not slow PD progression.

The Company recently

conducted a Phase 2b clinical trial of bezisterim as a potential first-line therapy for patients with newly diagnosed PD.

The SUNRISE-PD

trial was designed to evaluate the safety and efficacy of bezisterim on motor and non-motor symptoms in patients with PD who have not

been treated with carbidopa/levodopa.

The trial was a multicenter, randomized, double-blind, placebo-controlled trial with a hybrid decentralized

design and lasted 20 weeks from initial screening through safety follow-up for each participant.

The trial commenced in April 2025and

completed enrollment in December 2025.

In August 2026, the Company announced topline results of the trial.

The trial successfully met

prespecified endpoints and achieved its objectives, with topline results showing that bezisterim improved blood based inflammatory markers

of disease, along with a broad range of biological markers associated with overall cellular health and nerve cell damage.

treated with bezisterim experienced greater improvements than those receiving placebo across a series of clinical outcome measures of

daily living, motor symptoms, and nonmotor symptoms.

We intend to use these results to inform the design of a potentially pivotal Phase

3 registrational trial of bezisterim in PD.

The previous Phase 2 study of bezisterim

(NE3107) for the treatment of PD (NCT05083260) that we completed in December 2022, was a double-blind, placebo-controlled, safety,

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

patients with a defined L-dopa “off state” were randomized 1:1 to placebo:

bezisterim (NE3107) 20 mg twice daily for 28

This trial was launched with two design objectives:

1) the primary

objective was safety and a drug-drug interaction study as requested by the FDA to measure the potential for adverse interactions of bezisterim

with carbidopa/ levodopa;

and 2) the secondary objective was to determine if preclinical indications of promotoric activity and apparent

enhancement of levodopa activity could be seen in humans.

1) the primary objective was safety and a drug-drug interaction study as

requested by the FDA to measure the potential for adverse interactions of bezisterim (NE3107) with carbidopa/ levodopa;

secondary objective was to determine if preclinical indications of promotoric activity and apparent enhancement of levodopa activity

could be seen in humans.

Both objectives were met.

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trial grant of $13.1 million from the U.S.

Department of Defense (“DOD”), awarded through the Peer Reviewed Medical Research

Program of the Congressionally Directed Medical Research Programs.

In August 2024, U.S.

Army Medical Research and Development Command,

Office of Human Research Oversight (“OHRO”) approved the Company’s plan to evaluate bezisterim for the treatment of

neurological symptoms that are associated with long COVID and the FDA authorized our Investigational New Drug (“IND”) application

for bezisterim allowing the Company to study a novel, anti-inflammatory approach or the treatment of the debilitating neurocognitive symptoms

associated with long COVID.

The Phase 2 ADDRESS-LC study is a randomized (1:1),

placebo-controlled, multicenter trial evaluating the efficacy, safety and tolerability of bezisterim in adult participants with long COVID

who have cognitive impairment sequelae and fatigue.

Individuals who have been diagnosed with long COVID and have neurocognitive dysfunction

and self-reported fatigue may meet qualification criteria.

The trial commenced in May 2025.

As of June 30,

2025, the total cost incurred was approximately $5.3 million and as of August 4, 2025 approximately $5.3 million was reimbursed.

Department of War (“DOW”), formerly known as the Department of Defense, awarded

through the Peer Reviewed Medical Research Program of the Congressionally Directed Medical Research Programs.

In August 2024, the U.S.

Army Medical Research and Development Command, Office of Human Research Oversight (“OHRO”) approved the Company’s plan

to evaluate bezisterim for the treatment of neurological symptoms that are associated with long COVID and the FDA authorized our Investigational

New Drug (“IND”) application for bezisterim allowing the Company to study a novel, anti-inflammatory approach for the treatment

of the debilitating neurocognitive symptoms associated with long COVID.

The Phase 2 ADDRESS-LC study is a randomized (1:1), placebo-controlled,

multicenter trial evaluating the efficacy, safety and tolerability of bezisterim in adult participants with long COVID who have cognitive

impairment sequelae and fatigue.

The trial commenced in May 2025 and completed enrollment in May 2026.

currently expects to report topline results in late summer 2026.

As of June 30, 2026, the total cost incurred was

approximately $ 12.9 million and as of August 7, 2026 the total cost reimbursed was $ 12.9 million.

Grant reimbursements recognized for the corresponding

research and development expenses in the accompanying statements of operations totaled approximately $ 7.6 million and $ 5.3 million for

the years ended June 30, 2026 and 2025, respectively.

Alzheimer’s Disease

In AD, BioVie has conducted both Phase 2 and Phase

Preliminary data from these trials suggest improvements in cognition and biomarkers, supporting further trials to evaluate its

potential as a therapy for the six million Americans living with AD.

Results of a Phase 2 investigator-initiated

trial (NCT05227820) showing bezisterim treated patients experienced improved cognition and biomarker levels were presented at the

Clinical Trials on Alzheimer’s Disease (CTAD) annual conference in December 2022.

On November 29, 2023, the Company announced the

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to moderate AD.

The study had co-primary endpoints looking at cognition using the Alzheimer’s Disease Assessment Scale-Cognitive

The study had co-primary endpoints measuring cognitive impairment using the Alzheimer’s Disease Assessment Scale-Cognitive

Scale (ADAS-Cog 12) and function using the Clinical Dementia Rating-Sum of Boxes (CDR-SB).

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to have taken the study drug (based on pharmacokinetic data), an observed descriptive change from baseline appeared to suggest a slowing

of cognitive loss;

of cognitive decline;

these same patients experienced an advantage in age deceleration vs.

placebo as measured by DNA epigenetic change.

placebo as measured by DNA epigenetic changes.

Age deceleration is used by longevity researchers to measure the difference between the patient’s biological age, in this case as

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This test was a non-primary/secondary

endpoint, other-outcome measure, done via blood test collected at week 30 (end of study).

Additional DNA methylation data continues to

be collected and analyzed.

endpoint, other-outcome measure, done via blood collected at week 30 (end of study).

Additional DNA methylation data continues to be collected

and analyzed.

Liver Cirrhosis Program

In liver disease, our investigational drug candidate

BIV201 (continuous infusion terlipressin), which was granted both FDA Fast Track designation status and FDA Orphan Drug Status, is being

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

caused by non-alcoholic steatohepatitis (NASH), hepatitis, and alcoholism.

The initial target for BIV201 therapy was 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.

BIV201 (continuous infusion terlipressin) was granted both FDA Fast Track status and FDA Orphan Drug designation for ascites (due to all

etiologies except cancer), which is the most common complication related to liver cirrhosis and represents a significant unmet medical

BIV201 is being evaluated as a treatment option for patients suffering from life-threatening complications of liver cirrhosis and

ascites due to hepatitis, nonalcoholic steatohepatitis, and alcoholism.

treatment costs for liver cirrhosis, including ascites and

other complications, are estimated at more than $5 billion annually and have an estimated 50% mortality rate within 6 to 12 months.

FDA has never approved any drug specifically for treating ascites.

After receiving guidance from the FDA regarding

the design of Phase 3 clinical testing of BIV201 for the treatment of patients with cirrhosis and ascites, the Company is now targeting

a broader ascites patient population.

The Company is currently finalizing the protocol design for the Phase 3 study of BIV201 with a focus

on demonstrating clinical benefit through a composite primary endpoint of complications and disease progression in patients with cirrhosis

and ascites who have recently recovered from acute kidney injury (“AKI”).

This patient population is not limited to those

having refractory ascites.

Ascites is a common complication of advanced liver cirrhosis involving the accumulation of large volumes of

fluid in the abdomen, often exceeding five liters, due to liver and kidney dysfunction.

BIV201 is administered in a continuous infusion

of terlipressin as a patent-pending liquid formulation with patents issued in the U.S., China, Japan, Chile and India to date.

Terlipressin,

the drug is used in over 40 countries to treat related complications of liver cirrhosis (Type 1 hepatorenal syndrome and bleeding esophageal

varices) that was approved in the U.S.

in 2022 (to improve kidney function in adults with hepatorenal syndrome with rapid reduction in

kidney function) but is not approved in Japan.

The BIV201 development program was initiated by

LAT Pharma LLC.

On April 11, 2016, BioVie acquired LAT Pharma LLC and the rights to its BIV201 development program and 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 predecessor entities, LAT Pharma LLC and NanoAntibiotics, Inc., BioVie is obligated to pay a low single digit royalty on net sales

of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, PharmaIn Corporation, and The Barrett Edge, Inc.

to the separation agreement to be entered into between the Company and BioVie, the Company will assume the royalty agreement and will

be obligated to pay 5.0% on net sales of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, PharmaIn Corporation,

and The Barrett Edge, Inc.

the design of Phase 3 clinical testing of BIV201 for the treatment of patients with cirrhosis and ascites, the Company is currently finalizing

the protocol design for the Phase 3 study of BIV201 with a focus on demonstrating clinical benefit through a composite primary endpoint

of complications and disease progression in patients with cirrhosis and ascites who have recently recovered from acute kidney injury (“AKI”).

Ascites is a common complication of advanced liver cirrhosis involving the accumulation of large volumes of fluid in the abdomen, often

exceeding five liters, due to liver and kidney dysfunction.

BIV201 is administered in a continuous infusion of terlipressin as a patent-pending

liquid formulation with patents issued in the U.S., China, Japan, Chile, Australia, Mexico and India to date.

Terlipressin is used in

over 40 countries to treat complications of liver cirrhosis, including Type 1 hepatorenal syndrome and bleeding esophageal varices, and

was approved in the U.S.

in 2022 to improve kidney function in adults with hepatorenal syndrome experiencing a rapid reduction in kidney

it is not currently approved in Japan.

In May 2025, the Company formed Option Therapeutics,

Inc., a Delaware corporation, as a wholly owned subsidiary with no discreet financial information.

In January 2026, the Company filed

a Form S-1 with carved out financial statements for Option Therapeutics, Inc.

Liquidity and Going Concern

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course of business.

As of June 30, 2025, the Company had working capital of approximately $ 18.4 million, cash and cash equivalents of

approximately $ 17.5 million, stockholders’ equity of approximately $ 19.0 million, and an accumulated deficit of approximately $ 352.1

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.

Projected cash flows could be extended if further measures are taken to delay planned expenditures in

our research protocols and slow the progress in the Company’s development and launch of next phase clinical programs.

As of June 30, 2026, the Company had working capital of approximately $ 9.8 million, cash and cash equivalents of approximately

$ 9.0 million, stockholders’ equity of approximately $ 10.3 million, and an accumulated deficit of approximately $ 374.3 million.

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.

Projected cash flows could be extended if further measures are taken to delay planned expenditures in our research

protocols and slow the progress in the Company’s development and launch of next phase clinical programs.

The future viability of the Company is largely

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necessary for the fair presentation of the Company’s financial position for the periods presented.

Reverse stock split up

The Company effected a 1:10 reverse split of the issued and outstanding

shares of its Common Stock which was approved by the board of directors after the approval obtained from shareholders at a special meeting

on June 23, 2025 which became effective on July 7, 2025.

All historical share and earnings per share amounts have been retroactively adjusted

to reflect the split.

Use of Estimates

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The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported

for each of the periods presented in the statements of operations and comprehensive loss are affected by estimates and assumptions, which

are used for, but not limited to, accounting for clinical accruals, share-based compensation, assumptions used in recording leases, 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.

for each of the periods presented in the statements of operations are affected by estimates and assumptions, which are used for, but not

limited to, accounting for clinical accruals, share-based compensation, assumptions used in recording leases, 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.

Cash and cash equivalents

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Treasury Bills with original maturities of three months or less.

Investments in U.S.

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

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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.

cash, accounts payable and the carrying value of the operating lease liabilities.

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 operating lease liabilities approximate their fair

values since they bear interest at rates which approximate market rates for similar debt instruments.

Prepaid and other assets

Prepaid and other assets consist of prepayments

of certain expenses such as cost related to capital raise activities;

of certain expenses such as cost related to capital raise activities, insurance reimbursement;

and a security deposit paid in connection with a lease agreement.

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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 and Comprehensive

For the years ended June 30, 2025 and 2024, there was no such interest or penalties.

if any, according to the provisions of relevant tax law as general and administrative expenses, in the Statements of Operations.

years ended June 30, 2026 and 2025, there was no such interest or penalties.

Net Loss per Common Share

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the net loss for the periods presented.

The weighted average number of common shares outstanding

for the year ended June 30, 2026 of 7,245,928 includes the weighted average effect of the pre-funded warrants issued in connection with

the August 2025 Offering, the exercise of which requires nominal consideration for the delivery of the shares of common stock (see Note

The table below shows the potential shares of

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Restricted Stock Units

Notes payable conversion option

Stock-based Compensation

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at the time of grant for the period of the expected term.

The Company recognizes forfeitures as they occur.

Goodwill is recorded when the purchase price paid

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Grant program

The Company records expenses related to the DOD Long Covid Program

as such expenses are incurred.

The reimbursement of such expenses is recognized upon receipt of the reimbursement, or when it is probable

the reimbursement will be received, as a credit against the respective expense account.

The Company records expenses related to the DOD

Long Covid Program as such expenses are incurred.

The reimbursement of such expenses is recognized upon receipt of the reimbursement,

or when it is probable the reimbursement will be received, as a credit against the respective expense account.

Segment Reporting

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In December 2023, the FASB issued ASU 2023-09,

"Income Taxes (Topic 740):

Improvements in Income Tax Disclosures" to enhance the transparency and decision usefulness of income

tax disclosures.

This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional

information for reconciling items that meet a quantitative threshold.

Additionally, under the amendment entities are required to disclose

the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions.

Finally, the amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between

domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign.

The new rules are

effective for annual periods beginning after December 15, 2024.

The standard will be adopted on a prospective basis and is not expected

to have a material impact to our financial statements or disclosures.

Segment Reporting Topic 280 - Improvements

to Reportable Segment Disclosures.

This update requires expanded annual and interim disclosures for significant segment expenses that

are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

update is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2023-07 in the current fiscal year.

“Income Taxes (ASC 740):

Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting

entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for fiscal years

beginning after December 15, 2024.

The Company adopted this standard retroactively on July 1, 2025, which expanded the Company’s

disclosures beginning with its annual financial statements for the year ended June 30, 2026, but did not have an impact on the consolidated

financial results.

In November 2024, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses

(“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response

to longstanding requests from investors for more information about an entity’s expenses.

The new standard requires disclosures about

specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about

selling expenses.

The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim

periods within fiscal years beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective

Early adoption is permitted.

The Company is currently evaluating the impact of this accounting standard update on its financial

Intangible Assets

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Intellectual Property, net

Amortization expense amounted to $ 229,377 for

each of the years ended June 30, 2025 and 2024, respectively.

The Company amortized intellectual property over the expected original useful

lives of 10 years and the remaining amortization expense for the year ending June 30, 2026 is $ 178,341 .

Related Party Transactions

Equity Transactions with Acuitas

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

purchase agreement with Acuitas Group Holdings, LLC (“Acuitas”), the Company’s largest stockholder, pursuant to which

Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 36,364 shares of the Company’s Common Stock,

at a price of $165.00 per share (the “PIPE Shares”), and (ii) a warrant to purchase 72,728 shares of Common Stock (“PIPE

Warrant Shares”), at an original exercise price of $182.00, with a term of exercise of five years.

As results of the Company’s capital raises

further described in Note 8, the warrants’ down round features (the “rachet adjustment”) resulted in deemed dividends

of $ 369,465 and $ 886,423 recognized in the accompanying statement of changes in stockholders’ equity for the years ended June 30,

2025 and 2024, respectively.

For the year ended June 30, 2024, the deemed dividend

of $886,423 recognized from the rachet adjustment resulting from the March 6, 2024 capital raise, reduced the exercise price to $100 per

The fair value of the PIPE Warrant Shares was estimated using the Black Scholes Method with the following inputs, the stock price

of $ 106.50 , exercise price of $ 182.00 and reduced exercise price of $ 100.00 , remaining term of 3.5 years, risk free rate of 4.4 % and volatility

For the year ended June 30, 2025, the deemed dividend

of $369,465 was recognized based on rachet adjustments from the September 25, 2024 and October 22, 2024 capital raises, that reduced the

exercise prices to $15.30 per share and $13.70 per share, respectively.

The fair value of the PIPE Warrant Shares were estimated using

the Black Scholes Method with the following inputs at September 2024, the stock price of $ 12.00 , exercise price of $ 15.30 and $ 100.00 ,

remaining term of 2.9 years, risk free rate of 3.5 % and volatility of 93.0 % , resulting in a $ 325,041 deemed dividend;

and the following

inputs at October 22, 2024, the stock price of $ 33.60 , exercise price of $ 15.30 and $ 13.70 , remaining term of 2.8 years, risk free rate

of 4.0 % and volatility of 94.0 % , resulting in a $44,424 deemed dividend..

Consulting expenses

During the year ended June 30, 2025, the Company

paid a Director of the Company $50,000 for consulting services which are reflected as a component of selling, general and administrative

expenses on the accompanying statement of operations and comprehensive loss.

Notes Payable

On November 30, 2021 (the “Closing Date”),

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

the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P.

(“AVOPI”) and Avenue Venture Opportunities

Fund II, L.P.

(“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 bore interest at an annual rate equal to the greater of (a) the sum of 7.00 % plus the prime rate as reported in The Wall Street

Journal and (b) 10.75%.

The Loan was secured by a lien upon and security interest in all of the Company’s assets, including intellectual

property, subject to agreed exceptions.

The Loan was paid in full on its maturity date of December 1, 2024 along with a final payment

equal to 4.25 % of the Loan commitment amount, or $850,000, the (“Loan Premium”) and the lien upon and security interest in

all of the Company’s assets was released.

The Loan Agreement included 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 Company’s

Common Stock at a conversion price of $698.00 per share (the “Conversion Option”).

On the Closing Date, the Company also issued to

Avenue warrants to purchase 3,611 shares of Common Stock of the Company (the “Avenue Warrants”) at an exercise price per share

equal to $582.00.

The Avenue Warrants are exercisable until November 30, 2026.

The amount of the carrying value of the notes

payable was determined by allocating portions of the outstanding principal of the notes, resulting in approximately $ 1.4 million allocated

to the fair value of the Avenue Warrants, and approximately $ 2.2 million allocated to the fair value of the embedded Conversion Option.

Accordingly, the total amount of unearned discount of approximately $3.6 million, the total direct financing cost of approximately $ 390,000

and the Loan Premium of $ 850,000 were amortized using the effective interest method over the term of the Loan.

Total interest expense associated with the Loan was approximately $ 312,000 ,

which is reflected as a component of interest expense on the accompanying statements of operations and comprehensive loss for the year

ended June 30, 2025.

Interest expense associated with this loan was comprised of interest incurred on the outstanding principal of the

loan of approximately $ 163,000 , amortization of financing costs of approximately $ 12,000 , amortization of the unearned discount of approximately

$ 111,000 , and the accretion of the Loan Premium of approximately $ 26,000 .

Total interest expense for the year ended June

30, 2024 was approximately $ 2.9 million on the accompanying statement of operations and comprehensive loss.

Interest expense was comprised

of interest incurred on the outstanding principal of the loan of approximately $ 1.5 million, amortization of financing costs of approximately

$ 109,000 , amortization of the unearned discount of $ 1.0 million, and the accretion of the Loan Premium of approximately $ 237,000 .

The following is a summary of the Notes Payable as of June 30, 2025

Schedule of note payable

June 30, 2025

June 30, 2024

Current portion of Notes Payable

debt financing costs

unearned discount

accretion of Loan Premium

Current portion of Notes Payable, net of financing costs, unearned premium and discount

Amortization expense was $ 178,341 and $ 229,377 for years ended June

30, 2026 and 2025.

The Company amortized its intellectual property over an expected useful life of 10 years.

The asset is fully amortized,

leaving no remaining balance to amortize in subsequent periods.

Fair Value Measurements

At June 30, 2025, there was no value ascribed to the derivative liabilities

and as of June 30, 2024 the derivative liability related to warrants that was measured on a recurring basis was a level 3 liability and

totaled $3,771.

The following table presents the activity for level 3 liabilities measured

at fair value using unobservable inputs for the years ended June 30, 2025 and 2024:

Schedule of derivative liabilities at fair value

Derivative liability - Avenue Warrants

Derivative liability - Conversion Option

Balance at June 30, 2023

Additions to level 3 liabilities

Change in fair value of level 3 liabilities

Transfer in and/or out of level 3

Balance at June 30, 2024

Additions to level 3 liabilities

Change in fair value of level 3 liabilities

Transfer in and/or out of Level 3

Balance at June 30, 2025

The fair values of derivative liabilities for

the Avenue Warrants and Conversion Option at June 30, 2024 in the accompanying balance sheet, were approximately $3,800 and zero, respectively.

The total change in the fair value of the derivative liabilities totaled approximately $ 3,800 and $ 1.8 million for the years ended June

30, 2025, and 2024, 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 Avenue Warrants at June 30, 2025 included the closing stock price of $ 9.25 per share;

the exercise price of $ 582.00 , remaining

term 1.4 years, risk free rate of 3.9 % and volatility of 81.0 % .

The Conversion Option was nil as of June 30, 2025

and June 30, 2024 as the corresponding debt matured and was repaid in December 2024.

The assumptions used in the Black Scholes model

to value the derivative liabilities at June 30, 2024 included the closing stock price of $ 40.00 per share;

for the Avenue Warrants, the

exercise price of $ 582.00 , remaining term 2.4 years, risk free rate of 4.6 % and volatility of 82.0 % ;

and for the Conversion Option, the

conversion price of $ 698.00 ;

remaining term of 5 months, risk free rate of 5.38 % and volatility of 91.0 % .

Financial assets

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Equity Transactions

Equity Transactions with Acuitas (former related

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

purchase agreement with Acuitas Group Holdings, LLC (“Acuitas”), the Company’s largest stockholder, pursuant to which

Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 36,364 shares of the Company’s Common Stock,

at a price of $165.00 per share (the “PIPE Shares”), and (ii) a warrant to purchase 72,728 shares of Common Stock (“PIPE

Warrant Shares”), at an original exercise price of $182.00, with a term of exercise of five years.

As a result of the Company’s subsequent

capital raises, the warrants’ down round features (the “ratchet adjustment”) resulted in deemed dividends of $ 43,544

and $ 369,465 recognized in the accompanying statements of changes in stockholders’ equity for the years ended June 30, 2026 and

2025, respectively.

For the year ended June 30, 2025, the deemed dividend

of $ 369,465 was recognized based on rachet adjustments from the September 25, 2024 and October 22, 2024 capital raises, that reduced the

exercise prices to $15.30 per share and $13.70 per share, respectively.

The fair value of the PIPE Warrant Shares were estimated using

the Black Scholes Method with the following inputs at September 2024, the stock price of $ 12.00 , exercise price of $ 15.30 and $ 100.00 ,

remaining term of 2.9 years, risk free rate of 3.5 % and volatility of 93.0 % , resulting in a $ 325,041 deemed dividend;

and the following

inputs at October 22, 2024, the stock price of $ 33.60 , exercise price of $ 15.30 and $ 13.70 , remaining term of 2.8 years, risk free rate

of 4.0 % and volatility of 94.0 % , resulting in a $44,424 deemed dividend.

For the year ended June 30, 2026, the deemed dividend

of $ 43,544 was recognized from the ratchet adjustment resulting from the August 2025 capital raise, which reduced the exercise price from

$ 13.70 to $ 2.50 per share.

The fair value of the PIPE Warrant Shares was estimated using the Black Scholes Method with the following inputs,

the stock price of $1.79, exercise price of $13.70 and reduced exercise price of $2.50, remaining term of 2.0 years, risk free rate of

3.8 % and volatility of 94.0 % .

Consulting expenses

During the year ended June 30, 2025, the Company paid a Director of

the Company $50,000 for consulting services which are reflected as a component of general and administrative expenses on the accompanying

statement of operations.

Issuance of common stock for cash

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Riley Securities, Inc.’s role as a sales agent under the Sales Agreement.

the year ended June 30, 2024, the Company sold 33,375 shares of common stock under the Sales Agreement for total net proceeds of approximately

$ 9.3 million after deducting 3 % commissions and expenses of approximately $ 377,000 .

During the year ended June 30, 2025, the Company sold

215 shares of common stock under the Sales Agreement for total net proceeds of $ 6,400 after 3 % commissions and expenses of approximately

On September 25, 2024, the Company suspended the sales agreement and terminated the continuous offering by us under the effective

Prospectus Supplement filed January 19, 2024.

On March 6, 2024, the Company closed a best efforts

public offering (the “Offering”) of 150,000 shares (the “Shares”) of its common stock, par value $0.0001 per share

(the “Common Stock”), pre-funded warrants (the “Pre-funded Warrants”) to purchase 60,000 shares of Common Stock,

and warrants to purchase up to 105,000 shares of Common Stock (the “Common Warrants”) at a combined public offering price

of $ 100.00 per Share, or Pre-funded Warrant, and the associated Common Warrant.

The Common Warrants

have an exercise price of $ 150.00 per share and are immediately exercisable upon issuance for a period of five years following the date

The gross proceeds to the Company from the Offering were approximately $ 21.0 million, before deducting placement agent

fees and offering expenses of approximately $2.5 million, resulting in net proceeds of approximately $18.5 million.

Additionally, upon

closing the Company issued the placement agent warrants (“Placement Agent’s warrants”) to purchase 10,500 shares of

Common Stock exercisable at a per share price of $ 125.00 , which was equal to 125% of the public offering price per share.

The Placement

Agent’s Warrants are exercisable during a five-year period commencing 180 days from March 6, 2024.

The Pre-Funded Warrants were

exercised shortly after issuance and the 60,000 shares of Common Stock were issued during the year ended June 30, 2024.

the year ended June 30, 2025, the Company sold 215 shares of common stock under the Sales Agreement for total net proceeds of $ 6,400 after

3 % commissions and expenses of approximately $ 200 .

On September 25, 2024, the Company suspended the sales agreement and terminated the

continuous offering by us under the effective Prospectus Supplement filed January 19, 2024.

On September 25, 2024, the Company closed a best

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thereafter and reflected on the statement of changes in stockholders’ equity as a component of proceeds from issuance of common

The September Common Warrants have an exercise price of $ 15.30 per share and were immediately

exercisable upon issuance and will expire on the fifth anniversary date of the original issuance date.

The gross proceeds to the

Company from the September 2024 Offering was approximately $ 3.0 million, before deducting placement agent fees and offering expenses of

approximately $747,000.

The September Common Warrants have an exercise price of $ 15.30 per share and were

immediately exercisable upon issuance and will expire on the fifth anniversary date of the original issuance date.

The gross proceeds

to the Company from the September 2024 Offering was approximately $ 3.0 million, before deducting placement agent fees and offering expenses

of approximately $747,000.

Additionally, upon closing, the Company issued the placement agent warrants (“September Placement Agent’s

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from September 25, 2024.

During the year ended June 30, 2025, 189,630 common

warrants from the September 2024 Offering were exercised at $ 15.30 per share for proceeds totaling approximately $ 2.9 million, and 33,500

September Pre-funded Warrants were also exercised.

In addition, 667 September Placement Agent’s Warrants were exercised on a cashless

exercise basis and 422 common shares were issued.

In October 2024, the Company closed three registered

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prices ranging from $ 15.00 to $ 28.30 per share (the “October Offerings”) .

Common Warrants have exercise prices ranging from $ 13.70 to $ 21.20 per share and are exercisable beginning six months following issuance

and will expire on the fifth anniversary date of the original issuance dates.

Common Warrants have exercise prices ranging from $ 13.70 to $ 21.20 per share and are exercisable beginning six months following

issuance and will expire on the fifth anniversary date of the original issuance dates.

The gross proceeds to the Company from the October

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are exercisable during a five-year period commencing 180 days from each of the respective closing dates of the October Offerings.

During the year ended June 30, 2025, 189,630 of

common warrants from the September 2024 Offering were exercised at $ 15.30 per share for proceeds totaling approximately $ 2.9 million,

and 33,500 September Pre-funded Warrants were also exercised.

In addition, 667 September Placement Agent’s Warrants were exercised

on a cashless exercise basis and 422 common shares were issued.

On August 11, 2025, the Company closed an underwritten

public offering of (i) 5,620,000 units (the “Units”), with each Unit consisting of one share of common stock and one warrant

(the “Warrants”) and (ii) 380,000 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting

of one pre-funded warrant and one Warrant.

The underwriter also exercised its over-allotment option in part and purchased an additional

667,300 Warrants.

The offering resulted in net proceeds of approximately $ 10.5 million, after deducting underwriting discounts and commissions

and other estimated offering expenses.

Each Unit was sold to the public at a price of $2.00 per Unit and each Pre-Funded Unit was sold

to the public at a price of $1.9999 per Pre-Funded Unit (which represents the public offering price of each Unit less the $0.0001 per

share nominal exercise price for each Pre-Funded Warrant).

On August 8, 2025, the Warrants commenced trading on The Nasdaq Capital Market

under the symbol “BIVIW.” Each Warrant is immediately exercisable, entitles the holder to purchase one share of common stock

at an exercise price of $ 2.50 per share and expires five years from the date of issuance.

Each Pre-Funded Warrant is immediately exercisable,

entitles the holder to purchase one share of common stock, and may be exercised at any time until exercised in full.

Additionally,

upon closing, the Company issued the underwriter warrants to purchase 300,000 shares of Common Stock exercisable at a per share price

of $2.50, which was equal to 125% of the public offering price per share.

The underwriter’s Warrants are exercisable during a five-year

period commencing 180 days from August 11, 2025.

Issuance of common stock for services

On May 10, 2024, the Company awarded 1,500 shares

of Common Stock to a vendor as part of their fees in exchange for services.

The fair value of the Common Stock at the date of issuance

was $ 48.60 per share.

The stock-based compensation expense related to this Common Stock issuance was $ 72,900 for the year ended June 30,

On August 12, 2024, the Company awarded 1,500

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stock options for the years ended June 30, 2026 and 2025:

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

Weighted-Average Exercise Price

Weighted Remaining Average Contractual Term

Aggregate Intrinsic Value

Schedule of stock options

Outstanding at June 30, 2024

Options Granted

Options Expired

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Options Expired

Options Canceled

Outstanding at June 30, 2026

Exercisable at June 30, 2026

The fair value of each option grant on the date

of grant is estimated using the Black-Scholes model.

The following weighted-average assumptions were utilized for the years ended:

The Company recorded stock-based compensation expense relating to the

vesting of stock options of approximately $ 2.3 million and $ 1.2 million for the years ended June 30, 2026 and 2025, respectively.

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

the Black-Scholes option pricing model.

The pricing model reflects the following weighted-average assumptions utilized for the years ended:

Schedule of assumptions used

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Dividend Yield

On October 3, 2023, the Company granted stock

options to purchase 2,112 shares of Common Stock to new hire employees.

20 % of the shares underlying the options awarded vest on the one-year

anniversary of the grant date, and the remaining 80 % will vest in equal monthly installments over 48 months each month thereafter.

exercise price of the options is $ 341.00 , the grant date fair value, and the options terminate on the earlier of the tenth grant date

anniversary or the date of which the options are fully exercised.

In June 2024, the Company granted stock options

to purchase 11,580 shares of Common Stock to employees.

33 % of the shares underlying the options awarded vest on the grant date, and the

remaining 67 % will vest over 2 years on first and second anniversary of the grant date.

The exercise price of the options is $ 47.00 , the

grant date fair value, and the options terminate on the earlier of the tenth grant date anniversary or the date of which the options are

fully exercised.

On December 20, 2024, the Company granted to employees

and directors stock options to purchase 20,893 and 11,308 shares of Common Stock, respectively.

The options have an exercise price of

$ 19.00 per share equal to the Company’s stock price at the close on December 20, 2024, the grant date.

The fair value of the stock

options issued to Directors were $ 12.00 per share.

The fair value of the stock options issued to Management was $ 14.30 per share.

The Company recorded stock based compensation

expense relating to the vesting of stock options of approximately $ 1.2 million and $ 2.8 million for the years ended June 30, 2025 and

On December 20, 2024 (the “Grant Date”),

the Company granted to employees and directors stock options to purchase 20,893 and 11,308 shares of Common Stock, respectively.

have an exercise price of $ 19.00 per share equal to the Company’s stock price at the close on December 20, 2024, the grant date.

The fair value of the stock options issued to Directors were $ 12.00 per share.

The fair value of the stock options issued to Management

was $ 14.30 per share.

On January 5, 2026 (the “Grant Date”),

directors’ annual compensation was approved and the directors were granted stock options to purchase a total of 355,000 shares of

common stock, at an exercise price of $1.31 per share, the closing stock price on the grant date.

The stock options vest from the beginning

of service on November 11, 2025 in four equal installments on February 11, 2026, May 11, 2026, August 11, 2026 and the earlier of November

11, 2026 or the 2026 annual shareholders' meeting.

On January 5, 2026 (the “Grant Date”),

the Company awarded bonus and retention incentive stock options to certain directors and employees to purchase a total of 812,700 and

1,538,850 , respectively;

shares of common stock, at an exercise price of $ 1.31 per share, the closing stock price on the Grant Date.

directors’ stock options vested 75 % on the Grant Date with the remaining balance vesting in equal installments on the first, second

and third Grant Date anniversary.

The employees’ stock options vested 55 % on grant date with the remaining balance vesting in equal

installments on the first, second and third Grant Date anniversary.

Issuance and modification of restricted stock units, restricted

shares and stock options:

On November 9, 2023, the Company granted equity

awards for the board of directors’ annual compensation.

Four directors received 1,827 Restricted Stock Units (“RSUs”)

with a grant date fair value of $ 301.00 per share.

In addition, two directors received stock options to purchase 1,833 shares of common

stock at an exercise price of $ 301.00 per share with a grant date fair value of $ 183.00 per share.

The equity awards vest quarterly on

February 9, 2024, May 9, 2024, August 9, 2024 and earlier of November 9, 2024 or the next annual shareholders’ meeting.

year ended June 30, 2024, 457 of these RSUs vested.

During the year ended June 30, 2025, 682 of these RSUs vested and 232 RSUs were cancelled

On November 9, 2023 (the “Grant Date”),

the Company granted equity awards for the board of directors’ annual compensation.

Four directors received 1,827 Restricted Stock

Units (“RSUs”) with a grant date fair value of $ 301.00 per share.

In addition, two directors received stock options to purchase

1,833 shares of common stock at an exercise price of $ 301.00 per share with a grant date fair value of $ 183.00 per share.

The equity awards

vested quarterly on February 9, 2024, May 9, 2024, August 9, 2024 and earlier of November 9, 2024 or the next annual shareholders’

During the year ended June 30, 2024, 457 of these RSUs vested.

During the year ended June 30, 2025, 682 of these RSUs vested

and 232 RSUs were cancelled due to Mr.

Gorlin resigning from the Board of Directors.

In December 2023, the Company terminated five

employees and as part of their severance agreement modified their equity awards that had been granted pursuant to the 2019 Omnibus Plan.

The modifications included the acceleration of certain stock option awards to purchase a total of 563 shares of common stock (“Accelerated

Options”), effective on the December Separation Date, as defined in severance agreement (“Separation Date”), and extended

the expiration date for one year from the Separation Date for both the Accelerated Options and any vested and unexercised stock options

held by the terminated employees as of the Separation Date.

Accordingly, the Company remeasured the Accelerated Options based on the stock

price of $154.00 per share at the close on the Separation Date and a one-year extension of the term.

The net adjustment for the modification

was a net credit of $127,199 and was recognized as an adjustment to stock compensation expense during the year ended June 30, 2024.

Additionally, 103 vesting RSUs were accelerated

as of the Separation date.

The modified RSUs were remeasured based on the stock price of $154.00 per share at close on the Separation

Date and $15,865, was recorded to additional in stock-based compensation for the year ended June 30, 2024 as a result of the modification.

On the Separation date, December 2023, the Company

canceled 1,840 unvested stock options and 103 unvested RSUs.

Additionally, the Company canceled an additional 1,342 unvested stock options

for employees that voluntarily left the company.

On June 24, 2024, the Company granted a total

of 8,580 RSUs to employees, with a grant date fair value of $ 47.40 per share.

The RSUs vested on the grant date.

The Company delivered

the vested portion of the RSU’s and issued 8,580 shares of Common Stock, of which 2,145 shares were withheld in Treasury stock in

exchange for payment of withholding tax on behalf of the employees.

On November 20, 2024, the Company granted equity

awards as part of the board of directors’ annual compensation.

Two directors received 6,690 RSUs with a grant date fair value of

$ 33.60 per share and three directors received stock options to purchase 16,830 shares of Common Stock at an exercise price of $ 33.60 per

share with a grant date fair value of $ 21.10 per share.

The RSUs vest quarterly on February 8, 2025, May 8, 2025, August 8, 2025 and the

earlier of November 8, 2025 or the next annual shareholders’ meeting.

During the year ended June 30, 2025, 2,528 shares were issued

related to the RSUs that vested and 2,415 shares were canceled due to departures.

On January 1, 2025, the Company awarded 4,500

shares of restricted common stock as part of a service agreement to a vendor.

The restricted common shares fully vest on the first anniversary

of the effective date.

The total cost of the award was based on $ 21.80 per share as of the date of the award and related stock-based compensation

expense for the year ended June 30, 2025 was $ 49,050 .

On January 21, 2025, the Company granted a total

of 10,500 RSUs to Advisory board members at the grant date fair value of $ 20.50 .

Vesting of the RSUs are in five equal installments at

the grant date and each calendar quarter end beginning March 31, 2025.

On November 20, 2024 (the “Grant Date”),

the Company granted equity awards as part of the board of directors’ annual compensation.

Two directors received 6,690 RSUs with

a grant date fair value of $ 33.60 per share and three directors received stock options to purchase 16,830 shares of Common Stock at an

exercise price of $ 33.60 per share with a grant date fair value of $ 21.10 per share.

The RSUs vested quarterly on February 8, 2025, May

8, 2025, August 8, 2025 and the earlier of November 8, 2025 or the next annual shareholders’ meeting.

During the year ended June

30, 2025, 2,528 shares were issued related to the RSUs that vested and 2,415 shares were canceled due to departures.

On January 1, 2025 (the “Grant Date”),

the Company awarded 4,500 shares of restricted common stock as part of a service agreement to a vendor.

The restricted common shares fully

vest on the first anniversary of the effective date.

The total cost of the award was based on $ 21.80 per share as of the date of the award

and related stock-based compensation expense for the year ended June 30, 2025 was $ 49,050 .

On January 21, 2025 (the “Grant Date”),

the Company granted a total of 10,500 RSUs to Advisory board members at the grant date fair value of $ 20.50 .

Vesting of the RSUs are in

five equal installments at the grant date and each calendar quarter end beginning March 31, 2025.

On September 2, 2025 (the “Grant Date”),

the Company granted a total of 1,500 RSUs to a consultant at the grant date fair value of $ 1.58 per RSU.

The RSUs vest in five equal installments

beginning on the Grant Date and over the following four calendar quarters beginning December 31, 2025.

The following table summarizes vesting of restricted

1 unchanged sentence

Number of Shares

Weighted Average Grant Date Fair Value Per Share

Unvested at June 30, 2024

2 unchanged sentences

The total stock-based compensation expense from restricted stock units

and restricted shares for the year ended June 30, 2025 and 2024 was approximately $ 1.2 million and $ 1.8 million, respectively.

and restricted shares for the year ended June 30, 2026 and 2025 was approximately $ 590,000 and $ 1.2 million, respectively.

Stock Warrants

3 unchanged sentences

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (Years)

Aggregate Intrinsic Value

Outstanding and exercisable at June 30, 2024

$ 18,318,954 .00

Outstanding and exercisable at June 30, 2025

6 unchanged sentences

Total outstanding warrants

The warrants tables exclude 380,000 prefunded warrants with an exercise

price of $ 0.0001 and no expiration.

None of the prefunded warrants were exercised during the year ended June 30, 2026.

Notes Payable

On November 30, 2021 (the “Closing Date”),

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

the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P.

(“AVOPI”) and Avenue Venture Opportunities

Fund II, L.P.

(“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 bore interest at an annual rate equal to the greater of (a) the sum of 7.00 % plus the prime rate as reported in The Wall Street

Journal and (b) 10.75%.

The Loan was secured by a lien upon and security interest in all of the Company’s assets, including intellectual

property, subject to agreed exceptions.

The Loan was paid in full on its maturity date of December 1, 2024 along with a final payment

equal to 4.25 % of the Loan commitment amount, or $850,000, the (“Loan Premium”) and the lien upon and security interest in

all of the Company’s assets was released.

Office Leases

The Company pays an annual rent of $ 2,200

for its headquarters at 680 W Nye Lane, Suite 201, Carson City Nevada 89703.

The rental agreement was for a one-year 1 term,

commenced on October 1, 2022 and has been subsequently renewed at each annual maturity date at the same rate.

The Company’s San Diego office lease at

5090 Shoreham Place Suite 212, San Diego, CA 92122 which commenced on March 1, 2022, was for a term of 38 months with a base monthly rate

of $4,300, and annual increases of three percent.

In February 2024, the Company amended the lease agreement which allowed the Company

to vacate the then current space and move to a larger space at Suite 206.

The current monthly base rate for the new office space is $ 10,024 ,

with an annual increase of four percent.

The term for the new office lease is 60 months and commenced on February 12, 2024.

that was in place for the 5090 Shoreham Place Suite 212 office was effectively extinguished upon the commencement of the new office space

lease on February 12, 2024, resulting in the write off of the corresponding remaining right-of-use asset and operating lease liability

of $ 56,909 and $ 62,124 , respectively, and a gain to selling, general and administrative expenses of $ 5,215 for the year ended June 30,

Total operating lease expense for the years ended

June 30, 2025 and 2024 of approximately $ 127,000 and $ 78,000 , respectively, were included in the accompanying statements of operations

and comprehensive loss as a component of selling, general and administrative expenses.

The right-of-use asset, net and current and non-current

portion of the operating lease liabilities included in the accompanying balance sheets are as follows:

The Company pays an annual rent of $ 2,200 for its headquarters at 680

W Nye Lane, Suite 201, Carson City Nevada 89703.

The rental agreement was for a one-year term, commenced on October 1, 2022 and has been

subsequently renewed at each annual maturity date at the same rate.

The Company’s San Diego office lease at 5090 Shoreham Place Suite

206, San Diego, CA 92122 was amended on February 12, 2024 for a larger space.

The current monthly base rate for the office space is $ 10,375 ,

with annual increases of four percent.

The term of the lease is 60 months.

Total operating lease expense for the years ended June 30, 2026 and

2025 of approximately $ 133,000 and $ 127,000 , respectively, were included in the accompanying statements of operations as a component of

general and administrative expenses.

The right-of-use asset, net and current and

long-term portion of the operating lease liability included in the accompanying balance sheets are as follows:

Schedule of deferred tax assets

8 unchanged sentences

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

Year ending June 30

Total minimum lease payments

1 unchanged sentence

Present value of future minimum lease payments

Total cash paid for amounts included in the measurement of lease liabilities

were $ 117,915 and $ 83,910 for the years ended June 30, 2025 and 2024, respectively.

Total cash paid for amounts included in the measurement of lease liability

was $ 122,042 and $ 117,915 for the years ended June 30, 2026 and 2025, respectively.

The weighted average remaining lease term and

14 unchanged sentences

Pursuant to the Technology Transfer Agreement

entered into on July 25, 2016, by and between the Company and the University of Padova (Italy), the Company is obligated to pay a low

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

9,655,645 and any future foreign issuances, capped

at a maximum of $200,000 per year.

entered into on July 25, 2016, by and between the Company and the University of Padova (Italy), the Company was obligated to pay a 5%

royalty on net sales (capped at a maximum of $200,000 per year) of all terlipressin products covered by US Patent No.

11364277, expiring

in 2036 and the European Patent No.

EP3347032, expiring in 2036 and pending patent applications in the U.S., Europe, China and Japan,

related to the administration of terlipressin as a continuous infusion for the treatment of ascites.

Pursuant to the Intellectual Property Rights Agreement

entered into on April 18, 2019, by and between the Company and DOCUCHEM SLU, the Company is obligated to pay DOCUCHEM SLU $25,000 on the

issuance of the U.S.

patent for terlipressin and $50,000 each calendar year in which the gross sales in the U.S.

of a product covered

by a claim of an issued U.S.

patent as directed to terlipressin exceeds $10,000,000.

Shareholder class action complaint and shareholder derivative complaints

On January 19, 2024, a purported shareholder class

action complaint, captioned Eric Olmstead v.

On January 19, 2024, a purported securities class action complaint, captioned Eric Olmstead v.

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.

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.

2:24-cv-00361.

On April 15, 2024, the court consolidated these two actions under the caption In re BioVie

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.

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.

The Company believes that the claims are without

merit and intends to defend vigorously against them, but there can be no assurances as to the outcome.

3:24-cv-00035 (the “Securities Class Action”), 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 on March 27, 2025, the court denied that motion.

The parties are now engaged in fact discovery.

On February 13, 2026, the plaintiffs filed a motion for class certification and a motion for leave to file a second amended complaint.

Defendants opposed the motion for leave to amend.

On June 5, 2026, the court granted the plaintiffs’ motion for leave to amend, and the same day the plaintiffs filed their Second Amended Complaint.

On June 15, 2026, the defendants filed a Notice of Non-Opposition and Reservation of Rights in response to the motion for class certification, and on June 18, 2026, the Court granted the plaintiffs’ motion and certified the class subject to the defendants’ reservation of rights.

The defendants answered the Second Amended Complaint on June 22, 2026.

Three shareholder derivative lawsuits piggy-backing on the Securities Class Action were filed in the United States District Court for the District of Nevada, allegedly on behalf of the Company, by three putative stockholders:

Andrew Hulm on December 30, 2024;

William Settel on April 28, 2025 and Cline Wilkerson on September 11, 2025, (collectively the “Related Derivative Lawsuits”).

Each Related Derivative Lawsuit names the same current and former officers and directors as defendants and alleges essentially the same claims:

that the defendants breached their fiduciary duties by causing or failing to prevent the securities violations alleged in the Securities Class Action, and related claims for unjust enrichment, waste of corporate assets, gross mismanagement, and abuse of control.

On September 29, 2025, at the request of the parties, the court consolidated all three Related Derivative Lawsuits under the caption In re BioVie Inc.

Derivative Litigation , Case No.

3:24-cv-0602-CSD (the “Consolidated Derivative Action”).

On January 27, 2026, at the request of the parties, the court stayed the Consolidated Derivative Action pending resolution of a summary judgment motion by defendants in the Securities Class Action.

The Company believes that the claims are

without merit and intends to defend vigorously against them, but there can be no assurances as to the outcome.

Employee Benefit Plan

7 unchanged sentences

and $ 152,400 , for the years ended June 30, 2026 and 2025, respectively.

and foreign components of pretax loss are as follows:

Schedule of foreign components

June 30, 2026

June 30, 2025

$ ( 22,072,863 )

$ ( 17,542,120 )

Total Pretax Loss

$ ( 22,072,863 )

$ ( 17,542,120 )

Significant components of the Company’s deferred tax assets (liabilities)

25 unchanged sentences

full valuation allowance.

The Company has not made payments or received refunds for income taxes for the years ended June 30, 2026 and

The state and local income tax reconciling item is primarily driven

by California state income taxes, which represented more than 50% of the total state and local income tax effect for the year ended June

The Company is incorporated in Nevada;

however, Nevada does not impose a corporate income tax.

Accordingly, the Company's state

income tax provision primarily reflects apportionment of taxable income to California based on the Company's operational footprint.

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,

2025 and 2024 is as follows:

tax benefit computed at the federal tax rates and the provision for income tax benefit for the years ended June 30, 2026 and 2025 is as

Schedule of effective income tax rate reconciliation

Income tax expense at federal statutory rate

$ ( 4,635,301 )

$ ( 3,683,845 )

State taxes, net of federal benefit

( 1,545,100 )

( 1,227,948 )

Effect of changes in tax laws enacted in current period

Change in valuation allowance

Effective tax rate

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act (the

“Act”), which contains a broad range of tax reform provisions affecting businesses.

The Company is currently evaluating

the full effects of the Act and does not anticipate a material impact on the financial statements.

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law.

Among other changes, the legislation permits immediate expensing of domestic research and experimental expenditures for tax years beginning after December 31, 2024.

In connection with enactment, the Company remeasured its deferred tax balances and recorded a discrete tax benefit of approximately $ 3.1 million during the year ended June 30, 2026, primarily related to a reduction in deferred tax assets associated with capitalized domestic research and experimental expenditures.

The effect of this remeasurement was offset by a corresponding change in the valuation allowance, and accordingly no net income tax expense or benefit was recognized.

Segment Reporting

The Company operates as one operating segment with a focus on its efforts

to develop drug therapies for the treatment of neurological and neurodegenerative disorders and advanced liver disease.

The Company's

CEO, as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included

within these financial statements and segment performance is evaluated based on net loss.

This enables the CEO to assess the overall level

of available resources and determine how best to deploy these resources across functions, clinical trials, and development projects in

line with the long-term company-wide strategic goals.

The measurement of segment assets is reported on the balance sheet as total assets.

The Company operates as one operating segment

with a focus on its efforts to develop drug therapies for the treatment of neurological and neurodegenerative disorders and advanced liver

The Company's CEO, as the chief operating decision maker, manages and allocates resources to the operations of the Company based

on the line items included within these financial statements and segment performance is evaluated based on net loss.

This enables the

CEO to assess the overall level of available resources and determine how best to deploy these resources across functions, clinical trials,

and development projects in line with the long-term company-wide strategic goals.

The measurement of segment assets is reported on the

balance sheet as total assets.

All of the Company’s tangible assets are held in the United States.

The following table

presents selected financial information with respect to the Company’s single operating segment and its significant segment expenses

for the years ended June 30, 2025 and 2024:

The following table presents selected financial

information with respect to the Company’s single operating segment and its significant segment approximated expenses for the years

ended June 30, 2026 and 2025:

Schedule of segment reporting information

For the Year Ended

June 30, 2026

4 unchanged sentences

Other research and development expenses

Selling, general and administrative expenses

General and administrative expenses

Amortization of intangible assets

2 unchanged sentences

$ ( 17,542,000 )

Subsequent Events

August 11, 2025, the Company closed an underwritten public offering of (i) 5,620,000 units (the “Units”), with each Unit

consisting of one share of common stock and one warrant (the “Warrants”) and (ii) 380,000 pre-funded units (the

“Pre-Funded Units”), with each Pre-Funded Unit consisting of one pre-funded warrant and one Warrant.

The underwriter

also exercised its over-allotment option in part and purchased an additional 667,300 Warrants.

The offering resulted in net proceeds

of approximately $ 10.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses.

Unit was sold to the public at a price of $2.00 per Unit and each Pre-Funded Unit was sold to the public at a price of $1.999 per

Pre-Funded Unit (which represents the public offering price of each Unit less the $0.0001 per share nominal exercise price for each

Pre-Funded Warrant).

On August 8, 2025, the Warrants commenced trading on The Nasdaq Capital Market under the symbol

“BIVIW.” Each Warrant is immediately exercisable, entitles the holder to purchase one share of common stock at an

exercise price of $ 2.50 per share and expires five years from the date of issuance.

Each Pre-Funded Warrant is immediately

exercisable, entitles the holder to purchase one share of common stock and may be exercised at any time until exercised in

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