SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

BIOVIE INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share 

(Title of Class of Securities)

09074F 108 

(CUSIP Number of Class of Securities)

Terren S. Peizer

Acuitas Group Holdings, LLC

2120 Colorado Avenue, #230

Santa Monica, California 90404

310-444-4321

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 9, 2021 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09074F 207 Page 2 of 6 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Acuitas Group Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,168,538
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,168,538
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,168,538
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80.0%1
14	TYPE OF REPORTING PERSON (See Instructions) CO

1 Based on 13,958,516 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”), issued and outstanding as of April 26, 2021.

SCHEDULE 13D

CUSIP No. 09074F 207 Page 3 of 6 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Terren S. Peizer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 11,168,538
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 11,168,538

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,168,538
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 80.0%2
14	TYPE OF REPORTING PERSON (See Instructions) HC; IN

2 Based on 13,958,516 shares of the Issuer’s Common Stock issued and outstanding as of April 26, 2021.

Amendment No. 4 to SCHEDULE 13D

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer”) (collectively, the “Reporting Persons”) on July 3, 2018, as amended by Amendment No. 1 filed on September 25, 2019, Amendment No. 2 filed on September 23, 2020 and Amendment No. 3 filed on April 27, 2021 (as so amended, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”), relating to the Class A common stock, par value $0.0001 per share (“Common Stock”), of BioVie Inc., a Nevada corporation (the “Company” or “Issuer”). The address of the Issuer’s principal executive office is 2120 Colorado Avenue, #230, Santa Monica, California 90404.

Except as specifically amended by this Amendment, items in the Original Statement are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Statement.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented to include the following information:

“As previously disclosed, on April 27, 2021, Acuitas and NeurMedix, Inc., a Delaware corporation that is indirectly wholly owned by Mr. Peizer (“NeurMedix”), entered into an Asset Purchase Agreement, dated as of April 27, 2021 (the “APA”), by and among the Company, NeurMedix and Acuitas (solely for purposes of Section 10.16 thereof), pursuant to which the Company agreed to acquire certain assets from NeurMedix and assume certain liabilities of NeurMedix, in exchange for the consideration set forth therein.

On May 9, 2021, the Company, NeurMedix and Acuitas entered into Amendment No. 1 to APA (the “Amendment” and the APA as so amended, the “Purchase Agreement“), pursuant to which the parties agreed, among other things, to modify the contingent stock consideration that the Company may be obligated to deliver to NeurMedix (or its successor) pursuant to the Purchase Agreement. Previously, the Company was obligated to deliver contingent stock consideration to NeurMedix (or its successor) consisting of shares of the Issuer’s Common Stock having an aggregate value of up to $3.0 billion, subject to the achievement of certain clinical, regulatory and commercial milestones related to the drug candidates to be acquired by the Company from NeurMedix, and subject to a cap limiting each issuance of shares if such issuance would result in the beneficial ownership of the Reporting Persons exceeding 89.9999% of the Issuer’s issued and outstanding Common Stock. Pursuant to the Amendment, the Company will be obligated to deliver contingent stock consideration to NeurMedix (or its successor) consisting of up to 18.0 million shares of the Issuer’s Common Stock, with 4.5 million shares issuable upon the achievement of each of the four milestones set forth in the Purchase Agreement, subject to a cap limiting the issuance of shares if such issuance would result in the beneficial ownership of the Reporting Persons exceeding 87.5% of the Issuer’s issued and outstanding Common Stock.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete copy of the Amendment attached hereto as Exhibit 10.3 and incorporated herein by reference.”

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

“(a)       The approximate aggregate percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons, as reported herein, is based on 13,958,516 shares of Common Stock of the Company issued and outstanding as of April 26, 2021, resulting in the Reporting Persons beneficially owning approximately 80.0% of the issued and outstanding Common Stock of the Issuer.

(b)         The Reporting Persons beneficially own an aggregate of 11,168,538 shares of Common Stock, representing in the aggregate approximately 80.0% of the total issued and outstanding shares of Common Stock of the Company. The Reporting Persons have the shared power to vote or direct to vote, and the shared power to dispose of or direct the disposition of, such shares of Common Stock. Although Mr. Peizer does not directly own any of the Company’s securities, he may be deemed a beneficial owner of the securities owned by Acuitas pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.”

Item 5(c) of the Statement is hereby supplemented with the following:

“Except as described in this Statement, the Reporting Persons had no transactions in the Common Stock of the Company since the most recent filing of Schedule 13D by the Reporting Persons.”

ITEM 6. Contracts, Arrangements, Understandings or relationships with respect to securities of the issuer

Item 6 of the Statement is hereby amended and supplemented to include the following information:

“The information set forth in Item 4 of this Statement is incorporated herein by reference.”

ITEM 7. materials to be filed as exhibits

Item 7 of the Statement is hereby amended and supplemented to include the following information:

“10.3       Amendment No. 1 to Asset Purchase Agreement, dated as of May 9, 2021, by and among BioVie Inc., NeurMedix, Inc., and Acuitas Group Holdings, LLC.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   May 10, 2021

ACUITAS GROUP HOLDINGS, LLC
By:	/s/ Terren S. Peizer
	Terren S. Peizer, Chairman
/s/ Terren S. Peizer
Terren S. Peizer

EX-10.3

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 1 TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 9, 2021 by and among BioVie Inc., a Nevada corporation (“Buyer”), NeurMedix, Inc., a Delaware corporation (“Seller”), and Acuitas Group Holdings, LLC, a California limited liability company (“Guarantor”), solely for purposes of Section 10.16 of the Agreement (as defined below). Buyer, Seller and the Guarantor may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

WHEREAS, the Parties entered into that certain Asset Purchase Agreement, dated as of April 27, 2021 (the “Agreement”), pursuant to which Seller has agreed to sell, transfer and assign (or cause to be sold, transferred and assigned) to Buyer, and Buyer has agreed to purchase from Seller, the Acquired Assets, upon the terms and subject to the conditions set forth in the Agreement; and

WHEREAS, pursuant to Section 10.10 of the Agreement, any provision of the Agreement may be amended by an instrument in writing signed on behalf of each of the Parties; and

WHEREAS, the Parties desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1.1Undefined Terms. Any undefined capitalized terms used in this Amendment have the meanings ascribed to such terms in the Agreement.

1.2Amendment with Respect to the Contingent Stock Consideration.

(a)Section 1.5(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) Contingent Stock Consideration.

(i)       Upon the achievement of the milestones set forth in the table below (the “Milestones”) for any of the products set forth on Schedule 1.5(b) (the “Milestone Products”), Buyer shall issue to the Seller Successor the number of shares of Buyer Common Stock (the “Contingent Stock Consideration”) set forth with respect to the applicable Milestone in the table below (it being understood, for the avoidance of doubt, that each Milestone may be achieved only once), subject to adjustment for stock splits, combinations, reclassifications or similar transactions.

Milestone	Number of Shares of Buyer Common Stock
A.   A Pivotal Clinical Trial for any Milestone Product meets its primary endpoint(s).	4,500,000
B.    The FDA accepts an NDA for any Milestone Product, provided that 50% of this Milestone shall be payable earlier upon the filing of a marketing authorization application for any Milestone Product with the European Medicines Agency.	4,500,000
C.    The FDA approves an NDA for any Milestone Product, provided that 50% of this Milestone shall be payable earlier upon the grant by the European Commission of marketing authorization for any Milestone Product.	4,500,000
D.   Net Sales for all Milestone Products together reach at least $1,000,000,000 during any fiscal year of the Buyer.	4,500,000

(ii)       Buyer shall issue the shares of Buyer Common Stock constituting the Contingent Stock Consideration with respect to each of Milestones A, B and C in the table set forth in this Section 1.5(b) to the Seller Successor within five (5) Business Days following the occurrence of the applicable Milestone, and Buyer shall issue the shares of Buyer Common Stock constituting the Contingent Stock Consideration with respect to Milestone D in the table set forth in this Section 1.5(b) within five (5) Business Days following the filing of Buyer’s Annual Report on Form 10-K for the applicable fiscal year in which Milestone D is satisfied. Notwithstanding the foregoing, if, following the issuance by Buyer of the shares of Buyer Common Stock constituting the Contingent Stock Consideration following the achievement of a Milestone, the total ownership of the Seller Successor and its Affiliates of shares of Buyer Common Stock (including in the numerator of such calculation any shares of Buyer Common Stock Transferred by the Seller Successor or its Affiliates to a Third Party after the date of this Agreement) would exceed 87.5% of the Buyer Outstanding Shares, Buyer shall reduce the number of shares of Buyer Common Stock issuable upon achievement of the applicable Milestone such that, following issuance of the applicable shares of Buyer Common Stock, the Seller Successor and its Affiliates would own 87.5% of the Buyer Outstanding Shares (including in the numerator of such calculation any shares of Buyer Common Stock Transferred by the Seller Successor or its Affiliates to a Third Party after the date of this Agreement).”

(b)Section 1.5(c) of the Agreement is hereby amended and restated in its entirety as follows:

“(c)          Upon consummation of any Fundamental Transaction, the applicable Successor Entity shall expressly assume Buyer’s obligations under this Section 1.5 and deliver to the Seller Successor confirmation in writing, duly executed by such Successor Entity, that (i) subject to the satisfaction of the Contingent Cash Condition set forth in clause (i) of the definition thereof, the Successor Entity shall pay (or cause to be paid) to the Seller Successor an amount equal to the Contingent Cash Amount, in the manner described in Section 1.5(a) (it being understood, for the avoidance of doubt, that the Contingent Cash Condition set forth in clause (ii) of the definition thereof shall be deemed to have been satisfied upon consummation of such Fundamental Transaction), and (ii) following achievement of any remaining Milestones after the consummation of such Fundamental Transaction, the Successor Entity shall pay or issue, as applicable (or cause to be paid or issued, as applicable), to the Seller Successor, in lieu of the shares of Buyer Common Stock constituting the Contingent Stock Consideration that would otherwise have been issuable to the Seller Successor pursuant to Section 1.5(b), at the Seller Successor’s election, either (A) an amount in cash equal to the number of shares of Buyer Common Stock set forth in the table set forth in Section 1.5(b)(i) multiplied by the value of the per share consideration received for each share of Buyer Common Stock in such Fundamental Transaction or (B) such shares of stock, securities, cash, assets or any other property whatsoever, if any, that the Seller Successor would have been entitled to receive upon the closing of such Fundamental Transaction had the shares of Buyer Common Stock constituting the Contingent Stock Consideration with respect to the applicable Milestone been issued immediately prior to the closing of such Fundamental Transaction. No later than the closing date of any Fundamental Transaction, Buyer shall disclose to the Seller Successor all material information relating to such Fundamental Transaction (including the material terms and conditions thereof). The provisions of this Section 1.5(c) shall apply similarly and equally to all successive Fundamental Transactions.”

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(c)Section 1.5(f)(i) of the Agreement is hereby amended and restated in its entirety as follows:

“(i)       Notwithstanding any other provision in this Agreement to the contrary, prior to Buyer making a payment of the Contingent Cash Amount pursuant to Section 1.5(a) or delivering shares of Buyer Common Stock constituting Contingent Stock Consideration pursuant to Section 1.5(b) to the Seller Successor, Buyer may offset against such Contingent Consideration any amounts then owed by Seller or the Seller Successor to Buyer pursuant to this Agreement (it being understood and agreed that any shares of Buyer Common Stock so offset shall be valued by reference to the Buyer Trading Price for the ten (10) consecutive Business Days ending on the Business Day immediately before the offset of such amounts).”

(d)The definition of “Cap” in Section 9.1(s) of the Agreement is hereby amended and restated in its entirety as follows:

“(s)         “Cap” means an amount equal to the sum of (i) an amount equal to 10% of the Initial Cash Payment, plus (ii) an amount equal to 10% of the value of the Initial Stock Consideration, with the value of the Initial Stock Consideration for purposes of this definition being equal to the number of shares of Buyer Common Stock constituting the Initial Stock Consideration multiplied by the Buyer Trading Price for the ten (10) consecutive Business Days ending on the Business Day immediately before the Closing Date, plus (iii) an amount equal to 10% of the Contingent Cash Amount to the extent paid by Buyer pursuant to Section 1.5(a), plus (iv) an amount equal to 10% of the value of the Contingent Stock Consideration to the extent delivered by Buyer pursuant to Section 1.5(b), with the value of such Contingent Stock Consideration for purposes of this definition being equal to the number of shares of Buyer Common Stock so delivered multiplied by the Buyer Trading Price for the ten (10) consecutive Business Days ending on the Business Day immediately before the issuance of such Contingent Stock Consideration.”

(e)The definition of “Maximum Liability Amount” in Section 9.1(zz) of the Agreement is hereby amended and restated in its entirety as follows:

“(zz)         “Maximum Liability Amount” means an amount equal to the sum of (i) the Initial Cash Payment, (ii) the value of the Initial Stock Consideration on the Closing Date, with the value of the Initial Stock Consideration for purposes of this definition being equal to the number of shares of Buyer Common Stock constituting the Initial Stock Consideration multiplied by the Buyer Trading Price for the ten (10) consecutive Business Days ending on the Business Day immediately before the Closing Date, (iii) the Contingent Cash Amount to the extent actually paid by Buyer pursuant to Section 1.5(a), and (iv) the value of the Contingent Stock Consideration to the extent actually delivered by Buyer pursuant to Section 1.5(b), with the value of such Contingent Stock Consideration for purposes of this definition being equal to the number of shares of Buyer Common Stock so delivered multiplied by the Buyer Trading Price for the ten (10) consecutive Business Days ending on the Business Day immediately before the issuance of such Contingent Stock Consideration.”

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1.3Buyer Stockholder Approval. Immediately following the execution and delivery of this Amendment, and in lieu of calling a meeting of Buyer’s stockholders, Buyer shall (a) submit the Stockholder Written Consent, in the form attached as Exhibit I to this Amendment (the “Stockholder Written Consent”), to the Principal Stockholder and (b) use its reasonable best efforts to obtain the Stockholder Written Consent, duly executed by the Principal Stockholder and duly delivered to Buyer in accordance with the Nevada Revised Statutes, from the Principal Stockholder before 9:00 a.m. New York time, on the day immediately following the date of this Amendment. The Parties agree and acknowledge that the Stockholder Written Consent shall be void and of no further effect if the Agreement is terminated in accordance with the terms and conditions hereof. Within two (2) Business Days after the date of this Amendment, Buyer shall file with the SEC a revised preliminary Information Statement relating to the Buyer Stockholder Approval.

1.4No additional Changes. Except as specifically set forth in this Amendment, the terms and provisions of the Agreement shall remain unmodified. From and after the date of this Amendment, all references to the Agreement shall mean the original Agreement as amended by this Amendment.

1.5Counterparts; Facsimile Signatures. This Amendment may be executed in multiple counterparts and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. For purposes of this Amendment, facsimile signatures shall be deemed originals, and the Parties agree to exchange original signatures as promptly as possible.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Asset Purchase Agreement as of the day and year first written above.

BioVie Inc.
By:	/s/ Michael Sherman
Name:    Michael Sherman
Title:      Director
NeurMedix, Inc.
By:	/s/ Terren Peizer
Name:    Terren Peizer
Title:      Chief Executive Officer
Acuitas Group Holdings, LLC, solely for purposes of Section 10.16 of the Agreement
By:	/s/ Terren Peizer
Name:    Terren Peizer
Title:      Managing Member

[Signature page to Amendment No. 1 to Asset Purchase Agreement]