UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2023
BioVie Inc.
(Exact Name of Registrant as Specified in Its
Charter)
| Nevada | 001-39015 | 46-2510769 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) | ||
680 W Nye Lane Suite 201 Carson City, NV |
89703 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(775) 888-3162
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | BIVI | The Nasdaq Stock Market, LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 12, 2023, the board of directors of BioVie Inc. (the “Company”) approved and adopted the first amendment (the “First Amendment”) to the amended and restated bylaws of the Company (the “Bylaws”), which became effective immediately. The First Amendment amends the Bylaws to (i) provide each of the Chairman of the Board and the Chief Executive Officer with the authority to call a special meeting of the Board with no less than four hours prior notice and (ii) reduce the required number of directors on the Board from nine directors to no less than three nor more than eleven.
The foregoing description of the First Amendment is qualified by reference to the First Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | First Amendment to the Amended and Restated Bylaws of BioVie Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOVIE INC. | ||
| By: | /s/ Joanne Wendy Kim | |
| Name: | Joanne Wendy Kim | |
| Title: | Chief Financial Officer | |
Date: March 13, 2023
FIRST AMENDMENT TO
BYLAWS
OF
BIOVIE INC.
Adopted on March 12, 2023
_______________________________________________________
The Bylaws of BioVie Inc. (the “Corporation) are amended as follows:
Article III, Section 1 is amended in its entirety to read as follows:
Section 1. Number and Term. The number of directors of the Corporation shall be fixed as the Board of Directors may from time-to-time designate, provided that the number of members of the Board shall not be less than three (3) nor more than eleven (11). The number of authorized directors may be changed solely by action of the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Article III, Section 8, third paragraph is deleted, and the following two paragraphs are substituted:
Regular meetings of the Board of Directors may be scheduled by a resolution by the Board. The Chairman of the Board or the President or the Secretary may call, and if requested by two directors, must call a special meeting of the Board of Directors. A special meeting of the Board of Directors may be called on oral or written notice to each director, given either personally or by telephone, United States mail, courier service, facsimile or e-mail Special meetings shall be called by the Chief Executive Officer, the President, or the Secretary in like manner and on like notice on the written request of two directors. Except as may be otherwise expressly provided by Nevada Revised Statutes, the Articles of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.
Notice of time and place of a special meeting shall be given to each director (a) in a writing mailed not less than five (5) days before the date of such meeting or by overnight courier service sent not less than three (3) days before the date of such meeting addressed to the residence or usual place of business of a director as appears on the books and records of the Corporation; (b) by facsimile or email sent not less than two (2) days before the date of such meeting sent to the facsimile number or email address of a director as appears on the books and records of the Corporation; or (c) in person or by telephone delivered not less than two (2) days before the date of such meeting; provided, however, that if the Chairman of the Board or the Chief Executive Officer determines that it is otherwise necessary or advisable to hold the meeting sooner, the Chairman of the Board or the Chief Executive Officer, as the case may be, may prescribe a shorter notice to be given personally or by email, telephone, or facsimile provided that the notice shall be at least four (4) hours prior to the meeting. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice and a waiver of any and all objections to the date, time, place, or purpose of the meeting, or the manner in which it has been called or convened, except if the director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to holding the meeting or to the transaction of business because the meeting is not lawfully called or convened and if the director, after objection, does not vote for or consent to any action taken at the meeting.
* * *
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CERTIFICATION
The undersigned hereby certifies that she is the duly elected, qualified, and acting Secretary of BioVie Inc., a Nevada corporation, and that the foregoing First Amendment to Bylaws was adopted as of the date hereof by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of March 12, 2023.
/s/ Joanne Wendy Kim
________________________
Joanne Wendy Kim
Secretary
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