BIOVIE INC

As filed with the Securities and Exchange Commission on November 21, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BioVie Inc.

(Exact name of registrant as specified in its charter)

680 W Nye Lane Suite 201

Carson City, NV 89703

(775)888-3162

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Cuong Do

Chief Executive Officer

c/o BioVie Inc.

680 W Nye Lane Suite 201

Carson City, NV 89703

(775)888-3162

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

Copy to:

Michael S. Lee, Esq.

Mark G. Pedretti, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Tel: (212) 521-5400

Fax: (212) 521-5450

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement as determined by the selling securityholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED November 21, 2024

Up to 7,711,613 Shares of Common Stock Offered by the Selling Stockholders

This prospectus relates to the offer and resale, from time to time, by the selling stockholders named under the heading “Selling Stockholders” in this prospectus (the “Selling Stockholders”), and their donees, pledgees, transferees or other successors-in-interest, of up to 7,711,613 shares (the “Shares”) of the Class A common stock, par value $0.0001 per share (the “Common Stock”), of BioVie Inc. (the “Company”), consisting of (i) 4,443,000 shares of Common Stock issuable upon the exercise of the Private Placement I Warrants (as defined below), (ii) 2,667,000 shares of Common Stock issuable upon the exercise of the Private Placement II Warrants (as defined below), (iii) 97,440 shares of Common Stock issuable upon the exercise of the Placement Agent I Warrants (as defined below), (iv) 91,373 shares of Common Stock issuable upon the exercise of the Placement Agent II Warrants (as defined below), (v) 222,150 shares of Common Stock issuable upon the exercise of the Placement Agent III Warrants (as defined below), (vi) 133,350 shares of Common Stock issuable upon the exercise of the Placement Agent IV Warrants (as defined below), and (vii) 57,300 shares of Common Stock issuable upon the exercise of the Placement Agent V Warrants (as defined below) (together with the Private Placement I Warrants, the Private Placement II Warrants, the Placement Agent I Warrants, the Placement Agent II Warrants, the Placement Agent III Warrants, the Placement Agent IV Warrants, and the Placement Agent V Warrants, the “Warrants”) held by the Selling Stockholders. We are registering the offer and sale of the Shares issuable upon exercise of the Warrants to satisfy the registration rights that the Company granted to the Selling Stockholders under the (a) Warrant to Purchase Common Stock, issued to certain institutional investors pursuant to that certain placement agent agreement (the “October 21, 2024 PAA”) by and between us and ThinkEquity LLC as placement agent, dated October 21, 2024 (the “Private Placement I Warrants”), (b) Warrant to Purchase Common Stock, issued to certain institutional investors pursuant to that certain placement agent agreement (the “October 23, 2024 PAA”) by and between us and ThinkEquity LLC as placement agent, dated October 23, 2024 (“Private Placement II Warrants”), (c) Warrant to Purchase Common Stock, issued to the placement agent pursuant to that certain placement agent agreement (“March 4, 2024 PAA”) by and between us and ThinkEquity LLC as placement agent, dated March 4, 2024 (the “Placement Agent I Warrants”), (d) Warrant to Purchase Common Stock, issued to the placement agent pursuant to that certain placement agent agreement (“September 23, 2024 PAA”) by and between us and ThinkEquity LLC as placement agent, dated September 23, 2024 (the “Placement Agent II Warrants”), (e) Warrant to Purchase Common Stock, issued to the placement agent pursuant to the October 21, 2024 PAA (the “Placement Agent III Warrants”), (f) Warrant to Purchase Common Stock, issued to the placement agent pursuant to the October 23, 2024 PAA (the “Placement Agent IV Warrants”), and (g) Warrant to Purchase Common Stock, issued pursuant to a placement agent agreement (“October 28, 2024 PAA”) by and between us and ThinkEquity LLC as placement agent, dated October 28, 2024 (the “Placement Agent V Warrants”).

We will not receive any proceeds from the sales of Shares by the Selling Stockholders. Upon any exercise of the Warrants by payment of cash, we will receive the nominal cash exercise price paid by the holders of the Warrants. We intend to use those proceeds, if any, for working capital and general corporate purposes.

The Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information on how the Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution” on page 20. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Shares covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission.

Our Common Stock is traded on The Nasdaq Capital Market under the symbol “BIVI.” On November 19, 2024, the closing price for our Common Stock, as reported on The Nasdaq Capital Market was $3.51 per share.

Investing in these securities involves certain risks. See “Risk Factors” on page 10 of this prospectus. See also “Risk Factors” in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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