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BIOVIE INC.

For the period ended Mar 31, 2025. Filed May 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

BIVI$1.33+9.9%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-12-31; filed 2025-02-11.

0001520138-25-000056

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001520138-25-000144

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 12 previous paragraphs and 15 current paragraphs.

9 unchanged; 3 reworded; 3 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

If we fail to meet Nasdaq’s minimum bid price requirement prior to the one-year anniversary of our prior reverse stock split, we would be issued a delisting determination, and if our Common Stock were delisted from Nasdaq, it would adversely affect the liquidity of our Common Stock and the market price of our Common Stock could decrease.

Current report

Our Common Stock is currently listed on Nasdaq. Nasdaq has minimum requirements that a company maintain a minimum closing bid price of $1.00 per share. If a company fails to maintain Nasdaq’s minimum bid price requirement for a period of 30 consecutive business days, Nasdaq will deem the company noncompliant. In January 2025, the SEC approved amendments to Nasdaq’s minimum bid price compliance rules designed to limit reliance on reverse stock splits. The amendments provide that if a company fails to meet the bid price requirement and the company has effected a reverse stock split over the prior one-year period, the company would not be eligible for any compliance period to address the bid price deficiency. Instead, Nasdaq will move forward with delisting proceedings. We previously effected a reverse stock split on August 6, 2024. If we fail to meet the minimum bid price requirement prior to the one-year anniversary of our prior reverse stock split, or August 6, 2025, we would not be granted a compliance period and would be issued a delisting determination.

Current report

Since we have a recent history of our Common Stock trading below $1.00, we are currently considering available options to ensure continued compliance with Nasdaq’s minimum bid price requirement, including taking steps to effect a reverse stock split. There is no guarantee that any corrective measures we take would help us maintain compliance with the minimum bid price requirement or other Nasdaq listing rules. If our Common Stock were to be delisted, the liquidity of our Common Stock would be adversely affected and the market price of our Common Stock could decrease. Our failure to be listed on Nasdaq or another national securities exchange would have a material adverse effect on the value of your investment in us.
Reworded paragraphs (3)

Previous wording

There have been no material changes to the Risk Factors previously disclosed in our 2024 Form 10-K and our quarterly report for the period ended September 30, 2024 (the “Q1 2025 10-Q”). The risks described in our 2024 Form 10-K, our Q1 2025 10-Q and below are not the only risks facing our company. Additional risks and uncertainties not currently known to the Company or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Current wording

Other than as described below, there have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on September 30, 2024 (the “2024 Form 10-K”), our quarterly report for the period ended September 30, 2024 (the “Q1 2025 10-Q”) and our quarterly report for the period ended December 31, 2024 (the “Q2 2025 10-Q”). The risks described in our 2024 Form 10-K, our Q1 2025 10-Q, our Q2 2025 10-Q and below are not the only risks facing our Company. Additional risks and uncertainties not currently known to the Company or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Previous wording

As of December 31, 2024, our Articles of Incorporation, as amended, authorize the issuance of 800,000,000 shares of Common Stock, and we had 18,478,307 shares of Common Stock issued and 18,451,981 issued and outstanding. Accordingly, we may issue up to an additional 781,548,019 shares of Common Stock. The future issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing stockholders. We may value any Common Stock in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, might have an adverse effect on any trading market for our Common Stock and could impair our ability to raise capital in the future through the sale of equity securities.

Current wording

As of March 31, 2025, our Articles of Incorporation, as amended, authorize the issuance of 800,000,000 shares of Common Stock, and we had 18,545,735 shares of Common Stock issued and 18,517,376 issued and outstanding. Accordingly, we may issue up to an additional 781,454,265 shares of Common Stock. The future issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing stockholders. We may value any Common Stock in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, might have an adverse effect on any trading market for our Common Stock and could impair our ability to raise capital in the future through the sale of equity securities.

Previous wording

As of December 31, 2024, there were warrants outstanding to purchase an aggregate of 9,600,835 shares of our Common Stock at exercise prices ranging from $1.37 to $125.00 per share and 967,811 shares issuable upon exercise of outstanding options at exercise prices ranging from $1.90 to $420.90 per share and restricted stock units totaling 97,067. We may also grant additional options, warrants or equity awards. To the extent such shares are issued, the interest of holders of our Common Stock will be diluted.

Current wording

As of March 31, 2025, there were warrants outstanding to purchase an aggregate of 9,600,564 shares of our Common Stock at exercise prices ranging from $1.37 to $125.00 per share and 887,129 shares issuable upon exercise of outstanding options at exercise prices ranging from $1.90 to $420.90 per share and restricted stock units totaling 109,039. We may also grant additional options, warrants or equity awards. To the extent such shares are issued, the interest of holders of our Common Stock will be diluted.