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SEC Comment Letter for BIOVIE INC. (BIVI, BIVIW) (CIK 0001580149) (BIVI) — Jul 8, 2019

BIOVIE INC. (BIVI, BIVIW) (CIK 0001580149)
Date: July 8, 2019 · CIK: 0001580149 · Accession: 0000000000-19-010835

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File numbers found in text: 333-231136

Date
July 8, 2019
Author
Terren Peizer
Form
UPLOAD
Company
BIOVIE INC. (BIVI, BIVIW) (CIK 0001580149)

Letter

July 8, 2019 Terren Peizer Chairman and Chief Executive Officer BioVie Inc. 11601 Wilshire Boulevard, Suite 1100 Los Angeles, CA 90025 Re:BioVie Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 1, 2019 File No. 333-231136 Dear Mr. Peizer: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 7, 2019 letter. Amendment No. 1 to Form S-1 filed July 1, 2019 Cover Page 1.Please revise your cover page to disclose the volume of securities you are offering as required by Item 501(b)(2) of Regulation S-K. Please see Securities Act Rules Compliance and Disclosure Interpretations 227.02 for guidance.

FirstName LastNameTerren Peizer Comapany NameBioVie Inc. July 8, 2019 Page 2 FirstName LastName Terren Peizer BioVie Inc. July 8, 2019 Page 2 2.We note your response to comment 1 and your disclosure indicating you plan to effect a 1:125 reverse stock split but have not yet done so. Please disclose whether the Board of Directors approved this ratio and your anticipated timing to effect the reverse stock split, including if it will be effected prior to effectiveness of the registration statement. Alternatively, please state a recent closing price without such assumption and tell us why you believe it is appropriate to reflect outstanding share amounts giving effect to the reverse stock split.

Please contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Mitchell S. Nussbaum, Esq.

Show Raw Text
July 8, 2019
Terren Peizer
Chairman and Chief Executive Officer
BioVie Inc.
11601 Wilshire Boulevard, Suite 1100
Los Angeles, CA 90025
Re:BioVie Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 1, 2019
File No. 333-231136
Dear Mr. Peizer:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2019 letter.
Amendment No. 1 to Form S-1 filed July 1, 2019
Cover Page
1.Please revise your cover page to disclose the volume of securities you are offering as
required by Item 501(b)(2) of Regulation S-K. Please see Securities Act Rules
Compliance and Disclosure Interpretations 227.02 for guidance.

 FirstName LastNameTerren Peizer
 Comapany NameBioVie Inc.
 July 8, 2019 Page 2
 FirstName LastName
Terren Peizer
BioVie Inc.
July 8, 2019
Page 2
2.We note your response to comment 1 and your disclosure indicating you plan to effect a
1:125 reverse stock split but have not yet done so. Please disclose whether the Board of
Directors approved this ratio and your anticipated timing to effect the reverse stock split,
including if it will be effected prior to effectiveness of the registration statement.
Alternatively, please state a recent closing price without such assumption and tell us why
you believe it is appropriate to reflect outstanding share amounts giving effect to the
reverse stock split.

            Please contact Christine Westbrook at 202-551-5019 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Mitchell S. Nussbaum, Esq.