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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 FOR THE FISCAL YEAR ENDED JUNE 30, 2025

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________to _____________

 Commission File Number: 001-39015

 BIOVIE INC.

 (Exact name of registrant as specified in its
charter)

 Nevada

 46-2510769

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification Number)

 680 W Nye Lane Suite 204

 Carson City, NV 89703

 (Address of principal executive offices, Zip Code)

 ( 775)- 888-3162

 (Registrant's telephone number, including area code)

 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, $0.0001 par value per share

 BIVI

 The NASDAQ Stock Market, LLC

 Warrants to purchase Class A Common Stock, $0.0001 par value per share

 BIVIW

 The NASDAQ Stock Market, LLC

 Securities registered pursuant to Section 12(g)
of the Act:

 None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act

 Yes
 No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes
No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes
No

 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.

 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller reporting company

 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.

 Indicate by check mark if the registrant has filed
a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7362(b)) by the registered public accounting firm that prepared or issued its
audit report.

 Yes
No

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter
was $ 32,006,880.

 There were 7,534,225 shares of the Registrant's
Class A Common Stock, $0.0001 par value per share, outstanding as of August 15, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the Registrant's definitive
proxy statement relating to its 2025 annual meeting of stockholders (the "2025 Proxy Statement") are incorporated by reference
into Part III of this Annual Report on Form 10-K where indicated.

 BIOVIE INC.

 FORM 10-K INDEX

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 BIOVIE INC.

 FORWARD-LOOKING STATEMENTS

 This report contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"). Any statements contained in this report that are not statements
of historical fact may be forward-looking statements. When we use the words "intends," "estimates," "predicts,"
"potential," "continues," "anticipates," "plans," "expects," "believes,"
"should," "could," "may," "will" or the negative of these terms or other comparable terminology,
we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual
results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors
include our research and development activities, distributor channel; compliance with regulatory impositions; and our capital needs. Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements.

 Except as may be required by applicable law, we
do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking
statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that
our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should
carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange
Commission (the "Commission") that attempt to advise interested parties of the risks, uncertainties and other factors that
may affect our business.

 When used in this report, the terms "BioVie",
"Company", "we", "our", and "us" refer to BioVie Inc.

 ITEM 1.

 BUSINESS

 Overview

 BioVie Inc. (the "Company" or "we"
or "our") is a clinical-stage company developing innovative drug therapies for the treatment of neurological and neurodegenerative
disorders and advanced liver disease.

 Neurodegenerative Disease Program

 The Company acquired the biopharmaceutical assets
of NeurMedix, Inc. ("NeurMedix") a privately held clinical-stage pharmaceutical company and a related party in June 2021. The
acquired assets included NE3107 (or "bezisterim"). Bezisterim, the approved generic name for NE3107 is an investigational,
novel, orally administered small molecule that is thought to inhibit inflammation-driven insulin resistance and major pathological inflammatory
cascades with a novel mechanism of action. There is emerging scientific consensus that both inflammation and insulin resistance may play
fundamental roles in the development of Alzheimer's disease ("AD") and Parkinson's disease ("PD"),
and bezisterim could, if approved by the U.S. Food and Drug Administration ("FDA"), represent an entirely new medical approach
to treating these devastating conditions affecting an estimated 6 million Americans suffering from AD, 1 million Americans suffering
from PD and Long COVID affects approximately 20 million adults in the US, and millions more worldwide.

 In neurodegenerative disease, the Company's
drug candidate bezisterim is an orally bioavailable, Blood Brain Barrier ("BBB")-permeable, and anti-inflammatory agent that
is an insulin-sensitizer. In addition, it is not immunosuppressive and has a low risk of drug-drug interaction. Bezisterim inhibits activation
of inflammatory extracellular single regulated kinase ("ERK") and nuclear factor kappa-light-chain-enhancer of activated B
cells ("NF B") (including interactions with tumor necrosis factor ("TNF") signaling and other relevant inflammatory
pathways) that lead to neuroinflammation and insulin resistance. By binding to ERK and selectively modulating NF B activation and
TNF- production bezisterim does not interfere with their homeostatic functions, BioVie believes that bezisterim may offer clinical
improvements in several disease indications, including PD, AD and long COVID.

 BioVie has conducted and reported efficacy data
on its Phase 3 randomized, double-blind, placebo-controlled, parallel-group, multicenter study to evaluate bezisterim in patients who
have mild-to-moderate AD (NCT04669028). Results of a Phase 2 investigator-initiated trial (NCT05227820) showing bezisterim-treated patients
experienced improved cognition and biomarker levels were presented at the Clinical Trials on Alzheimer's Disease (CTAD) annual conference
in December 2022. A Phase 2 study of bezisterim in PD (NCT05083260) has been completed, and data presented at the AD/PD 2023 International
Conference on Alzheimer's and Parkinson's Diseases and related neurological disorders in Gothenburg, Sweden in March 2023
showed significant improvements in "morning on" symptoms and clinically meaningful improvement in motor control in patients
treated with a combination of bezisterim and levodopa vs. patients treated with levodopa alone, and no drug-related adverse events.

 In long COVID, bezisterim has the potential to
reduce neurological symptoms including fatigue and cognitive dysfunction. Persistently circulating viral spike proteins are believed to
trigger TLR-4 driven activation of NF B and the subsequent expression of inflammatory cytokines (IL-6, TNF, IFNg).

 A. Parkinson's Disease (NCT05083260)

 Parkinson's disease (PD) is a progressive
neurodegenerative disease most often characterized by tremors, muscle rigidity, slowness of movement, postural instability, and difficulties
with speech. Compelling evidence implicates inflammation and insulin resistance in the initiation and progression of the disease –
likely both due to their respective roles in dopamine dysfunction in the brain and neurodegeneration. Current therapeutic approaches provide
only symptomatic relief, but do not modify disease progression.

 PD is driven in large part by neuroinflammation
and activation of brain microglia, leading to increased proinflammatory cytokines (particularly TNF). Multiple daily administrations of
levodopa (converted to dopamine in the brain) is the current standard of care treatment for this movement disorder. However, levodopa
effectiveness diminishes over time necessitating increased dosage and prolonged daily administration leads to side effects of uncontrolled
movements called levodopa-induced dyskinesia, commonly referred to as LID, which is exacerbated by high dose levodopa. Although levodopa
provides symptomatic benefit, it does not slow PD progression.

 The Company designed a new Phase 2b study of bezisterim
as a potential first line therapy to treat patients with new onset PD. This trial will be evaluating the safety and efficacy of bezisterim
on motor and non-motor symptoms in patients with PD who haven't been treated with carbidopa/levodopa. The PD Phase 2b study comprises
a multicenter, randomized, double-blind, placebo-controlled trial with a hybrid decentralized design will last 20 weeks from the initial
screening phase to the safety follow up. In July 2024, the Company submitted the new protocol and received a response from the FDA permitting
the Company to proceed with the study. The trial commenced in April 2025.

 The Phase 2 study of bezisterim for the treatment
of PD (NCT05083260) that completed in December 2022, was a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics
study in PD participants treated with carbidopa/levodopa and bezisterim. Forty-five patients with a defined L-dopa "off state"
were randomized 1:1 to placebo: bezisterim 20 mg twice daily for 28 days. This trial was launched with two design objectives: 1) the primary
objective was safety and a drug-drug interaction study as requested by the FDA to measure the potential for adverse interactions of bezisterim
with carbidopa/ levodopa; and 2) the secondary objective was to determine if preclinical indications of promotoric activity and apparent
enhancement of levodopa activity could be seen in humans. Both objectives were met.

 B. Long COVID Program

 About Long COVID

 Long COVID is a condition in which symptoms of
COVID-19, the acute respiratory disease caused by the SARS-CoV-2 virus, persist for an extended period, generally three months or more.
Common symptoms include lingering loss of smell and taste, extreme fatigue, and "brain fog," though persistent cardiovascular
and respiratory problems, muscle weakness, and neurologic issues have also been documented.

 Approximately 20 million individuals in the U.S.
currently or previously have long COVID, with millions more impacted worldwide. Studies estimate that approximately 10-30% of individuals
who contract COVID-19 experience lingering symptoms for months or even years, with fatigue, brain fog, and cognitive impairment significantly
impacting daily functioning and quality of life. Despite the growing recognition of long COVID as a serious condition, treatment options
remain limited, and many patients struggle to find effective relief for their symptoms. The loss in quality of life and earnings and increased
medical costs has an enormous economic impact estimated to be $3.7 trillion. To date there are no non-pharmacological or pharmacological
therapies proven effective for treatment of long COVID.

 In April 2024, the Company was awarded a clinical
trial grant of $13.1 million from the U.S. Department of Defense ("DOD"), awarded through the Peer Reviewed Medical Research
Program of the Congressionally Directed Medical Research Programs. In August 2024, the FD&A and the U.S. Army Medical Research and
Development Command, Office of Human Research Oversight ("OHRO") approved the Company's plan, including the FDA approving
the associated Investigation New Drug Application ("IND"), to evaluate bezisterim for the treatment of neurological symptoms
that are associated with long COVID.

 The Phase 2 ADDRESS-LC study, which is fully funded
by a grant from the DOD, is a randomized (1:1), placebo-controlled, multicenter trial evaluating the efficacy, safety and tolerability
of bezisterim in adult participants with long COVID who have cognitive impairment sequelae and fatigue. Individuals who have been diagnosed
with long COVID and have neurocognitive dysfunction and self-reported fatigue may meet qualification criteria and can visit www.addressLC.com
to learn more. The trial commenced in May 2025.

 C. Alzheimer's Disease (NCT05083260)

 On November 29, 2023, the Company announced the
analysis of its unblinded, topline efficacy data from its Phase 3 clinical trial (NCT04669028) of bezisterim in the treatment of mild
to moderate AD. The study had co-primary endpoints measuring cognitive impairment using the Alzheimer's Disease Assessment Scale-Cognitive
Scale (ADAS-Cog 12) and function using the Clinical Dementia Rating-Sum of Boxes (CDR-SB). Patients were randomly assigned, 1:1 versus
placebo, to receive sequentially 5 mg of bezisterim orally twice a day for 14 days, then 10 mg orally twice a day for 14 days, followed
by 26 weeks of 20 mg orally twice daily.

 Upon trial completion, as the Company began the
process of unblinding the trial data, the Company found significant deviation from protocol and current good clinical practices ("cGCPs")
violations at 15 study sites (virtually all of which were from one geographic area). This highly unusual level of suspected improprieties
led the Company to exclude all patients from these sites and to refer the sites to the FDA Office of Scientific Investigations ("OSI")
for potential further action. After the patient exclusions, 81 patients remained in the Modified Intent to Treat population, 57 of whom
were in the Per-Protocol population which included those who completed the trial and were verified to take study drug from pharmacokinetic
data.

 The trial was originally designed to be 80% powered
with 125 patients in each of the treatment and placebo arms. The unplanned exclusion of so many patients left the trial underpowered for
the primary endpoints. In the Per-Protocol population, which included those patients who completed the trial and who were further verified
to have taken the study drug (based on pharmacokinetic data), an observed descriptive change from baseline appeared to suggest a slowing
of cognitive decline; these same patients experienced an advantage in age deceleration vs. placebo as measured by DNA epigenetic changes.
Age deceleration is used by longevity researchers to measure the difference between the patient's biological age, in this case as
measured by the Horvath DNA methylation Skin Blood Clock, relative to the patient's actual chronological age. This test was a non-primary/secondary
endpoint, other-outcome measure, done via blood collected at week 30 (end of study). Additional DNA methylation data continues to be collected
and analyzed.

 Liver Cirrhosis Program

 In liver disease, our investigational drug candidate
BIV201 (continuous infusion terlipressin), which was granted both FDA Fast Track designation status and FDA Orphan Drug Status, is being
evaluated as a treatment option for patients suffering from ascites and other life-threatening complications of advanced liver cirrhosis
caused by non-alcoholic steatohepatitis (NASH), hepatitis, and alcoholism. The initial target for BIV201 therapy was refractory ascites.
These patients suffer from frequent life-threatening complications, generate more than $5 billion in annual treatment costs, and have
an estimated 50% mortality rate within 6 to 12 months.

 After receiving guidance from the FDA regarding
the design of Phase 3 clinical testing of BIV201 for the treatment of patients with cirrhosis and ascites, the Company is now targeting
a broader ascites patient population. The Company is currently finalizing the protocol design for the Phase 3 study of BIV201 with a focus
on demonstrating clinical benefit through a composite primary endpoint of complications and disease progression in patients with cirrhosis
and ascites who have recently recovered from acute kidney injury ("AKI"). This patient population is not limited to those
having refractory ascites. BIV201 is administered as a patent-pending liquid formulation with patents issued in the U.S., China, Japan,
Chile and India to date. Ascites is a common complication of advanced liver cirrhosis involving the accumulation of large volumes of fluid
in the abdomen, often exceeding five liters, due to liver and kidney dysfunction. BIV201 is a continuous infusion of terlipressin, a drug
used in over 40 countries to treat related complications of liver cirrhosis (Type 1 hepatorenal syndrome and bleeding esophageal varices)
that was approved in the U.S. in 2022 (to improve kidney function in adults with hepatorenal syndrome with rapid reduction in kidney function)
but is not approved in Japan. With its novel room temperature stable formulation in a pre-filled syringe, we believe BIV201 could potentially
provide a superior terlipressin drug delivery system throughout the world. The goal of BIV201 therapy is to target the pathophysiology
that contributes to ascites production, acute kidney injury and complications of cirrhosis that are associated with significant mortality.

 In June 2021, BioVie initiated a Phase 2 study
(NCT04112199) designed to evaluate the efficacy of BIV201 (terlipressin, administered by continuous infusion for two 28-day treatment
cycles) combined with standard-of-care ("SOC"), compared to SOC alone, for the treatment of refractory ascites. The primary
endpoints of the study were the incidence of ascites-related complications and change in ascites fluid accumulation during treatment compared
to a pre-treatment period. By October 12, 2022, there were 15 patients enrolled for treatment and the last patient completed treatment
on May 8, 2023. In March 2023, enrollment was paused and that data from the first 15 patients treated with BIV201 plus SOC appeared to
show at least a 30% reduction in ascites fluid during the 28 days after treatment initiation compared to the 28 days prior to treatment.
The change in ascites volume was significantly different from those patients receiving SOC treatment. Patients who completed the treatment
with BIV201 experienced a 53% reduction in ascites fluid, which was sustained (43% reduction) during the three months after treatment
initiation as compared to the three-month pre-treatment period. In June 2023 and December 2024, BioVie received guidance from the FDA
regarding the design and endpoints for definitive Phase 3 clinical testing of BIV201.

 Our proprietary novel liquid formulation of terlipressin
is designed to improve convenience for outpatient administration and avoid potential formulation errors when pharmacists reconstitute
the current powder version of terlipressin. To date, analytical testing results have confirmed room temperature stability of the prefilled
syringe in storage for 2 years, with the potential for up two years stability. Room temperature storage presents a key product differentiation
versus terlipressin products in countries where the drug is approved. To the best of the Company's knowledge, all other terlipressin
products sold globally must be stored under refrigeration and there is no prefilled syringe format of terlipressin available for treating
patients in these countries. BioVie has also filed a Patent Cooperation Treaty ("PCT") application covering our novel liquid
formulations of terlipressin (international patent application PCT/US2020/034269, published as WO2020/237170) and to date patents have
been granted in the U.S. (Patent no. 12,156,898), India (Patent No. 540813), Chile (Patent No. 68.965), China (Patent No. ZL 202080050758.X),
and Japan (7579811).

 We believe BIV201 (continuous infusion terlipressin)
has the potential to improve the health of thousands of patients suffering from life-threatening complications of liver cirrhosis due
to hepatitis, nonalcoholic steatohepatitis, and alcoholism. The FDA has granted Fast-Track status and Orphan Drug designation for ascites
(due to all etiologies except cancer), which is the most common complication related to liver cirrhosis and represents a significant unmet
medical need. Patients with cirrhosis and ascites account for an estimated 116,000 U.S. hospital discharges annually, with frequent early
readmissions. According to the HCUP Nationwide Readmissions Database 2016, those requiring paracentesis (removal of ascites fluid) experience
an average hospital stay lasting eight days incurring over $86,000 in medical costs. This translates into a total potentially addressable
ascites market size for BIV201 therapy exceeding $650 million based on Company estimates.

 The FDA has never approved any drug specifically
for treating ascites. After receiving guidance from FDA in 2023 and again in 2025, the Company is currently finalizing the protocol design
for a Phase 3 study of BIV201 with a focus on demonstrating clinical benefit through a composite primary endpoint of complications and
disease progression in patients with cirrhosis and ascites who have recently recovered from AKI.

 The BIV201 development program was initiated by
LAT Pharma LLC. On April 11, 2016, BioVie acquired LAT Pharma LLC and the rights to its BIV201 development program and currently owns
all development and marketing rights to this drug candidate. Pursuant to the Agreement and Plan of Merger entered into on April 11, 2016,
between predecessor entities, LAT Pharma LLC and NanoAntibiotics, Inc., BioVie is obligated to pay a low single digit royalty on net sales
of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, Pharma In Corporation, and The Barrett Edge, Inc. Pursuant
to the separation agreement to be entered into between the Company and BioVie, the Company will assume the royalty agreement and will
be obligated to pay 5.0% on net sales of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, Pharma In Corporation,
and The Barrett Edge, Inc.

 Intellectual Property

 BIV201

 BioVie relies on a combination of patent, trade
secret, other intellectual property laws (such as FDA data exclusivity), nondisclosure agreements, and other measures to protect our proposed
products. We require our employees, consultants, and advisors to execute confidentiality agreements and to agree to disclose and assign
to us all inventions conceived during the workday, using our property, or which relate to our business. Despite any measures taken to
protect our intellectual property (IP), unauthorized parties may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary.

 BIV201 was awarded Orphan Drug Designations in
the U.S. for the treatment of hepatorenal syndrome on November 21, 2018 and treatment of ascites due to all etiologies except cancer on
September 8, 2016. We also filed a PCT application covering our novel liquid formulations of terlipressin (international patent application
PCT/US2020/034269, published as WO2020/237170) and are seeking patent protection in U.S., Europe, China, Japan and other jurisdictions.
To date patents have been granted in U.S. (Patent no. 12,156,898), India (Patent No. 540813), Chile (Patent No. 68.965), China (Patent
No. ZL 202080050758.X), and Japan (7579811) Also, we own U.S. Patent 11,364,277, and European patent EP3347032, which is directed to a
method of treating ascites with BIV201, and we are pursuing additional patent coverage in U.S., Japan, Europe, and China.

 Bezisterim (NE3107) and related compounds

 As of July 31, 2025, we have twelve (12) issued
U.S. patents, six (6) pending U.S. patent applications, three (3) pending U.S. PCT applications, six (6) issued foreign patents, and six
(6) pending foreign patent applications directed to protecting NE3107 and related compounds and methods of making and using thereof. The
U.S. patents and pending patent applications and their projected expiration dates are provided below.

 Title

 Patent Application

Number

 Patent

Number

 Expiration

Date

 Unsaturated Steroid Compounds

 13/030,326

 8,586,770

 6/2/2026

 Solid State Forms of a Pharmaceutical

 12/418,559

 8,252,947

 *

 4/18/2030

 Crystalline Anhydrate Forms of a Pharmaceutical

 14/459,528

15/348,107

16/598,694

17/240,728

 9,555,046

9,850,271

10,995,112

 4/3/2029

4/3/2029

4/3/2029

—

 Pharmaceutical Solid State Forms

 12/370,510

 8,518,922

 9/24/2031

 Methods of Preparing Pharmaceutical Solid State Forms

 13/919,593

 9,314,471

 6/28/2029

 Steroid Tetrol Solid State Forms

 12/272,767

 8,486,926

 1/10/2030

 Drug Identification and Treatment Method

 11/941,936

 8,354,396

 7/7/2031

 Method For Preparing Substituted 3,7-Dihydroxy Steroids

 13/664,304

14/886,738

 9,163,059**

9,994,608

 6/5/2029

6/5/2029

 Treatment Methods Using Pharmaceutical Solid State Forms

 14/459,493

 9,877,972

 4/3/2029

 Compositions for Treatment of Neurodegenerative Conditions

 18/511,027

 —

 Methods of Treating Long COVID

 63/621,280

 —

 Modified C19 Steroids and Methods of Using the Same

 63/610,915

 —

 Compositions and Methods for the Treatment of Diseases and Conditions Associated with Amyloid Beta Peptides

 63/592,364

 —

 Methods for the Treatment of Biological Aging

 63/561,157

 —

 *
 Foreign counterparts issued in Australia, Canada, Europe and South
Korea projected to expire 4/3/2029.

 **
 Foreign counterparts issued in Europe and Japan projected to expire
6/5/2029.

 Government Regulation

 Government authorities in the United States, at
the federal, state and local level, and in other countries extensively regulate, among other things, the research, development, testing,
manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval
monitoring and reporting, marketing and export and import of products such as those we are developing. Any pharmaceutical candidate that
we develop must be approved by the FDA before it may be legally marketed in the United States and by the appropriate foreign regulatory
agency before it may be legally marketed in foreign countries.

 United States Drug Development Process

 In the United States, the FDA regulates the development
of drugs and biologic products under the Federal Food, Drug and Cosmetic Act ("FDCA") and the Public Health Services Act ("PHSA"),
respectively. Drugs, biologics and medical devices are also subject to other federal, state and local statutes and regulations.

 Biologics are subject to regulation by the FDA
under the FDCA, the PHSA and related regulations, and other federal, state and local statutes and regulations. The process of obtaining
regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require
the expenditure of substantial time and financial resources. Failure to comply with the applicable United States requirements at any time
during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions.
FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product
recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts,
restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect
on us.

 The process required by the FDA before a drug
or biological product may be marketed in the United States generally involves the following:

 Completion of preclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices or other applicable regulations;

 Submission to the FDA of an Investigational New Drug Application ("IND"), which must become effective before human clinical trials may begin;

 Performance of adequate and well-controlled human clinical trials according to the FDA's GCPs, to establish the safety and efficacy of the proposed drug or biologic for its intended use;

 Submission to the FDA of a New Drug Application (an "NDA"), for a new drug product, or a Biologics License Application (a "BLA"), for a new biological product;

 Satisfactory completion of FDA inspection of the manufacturing facility or facilities where the drug or biologic is to be produced to assess compliance with the FDA's current good manufacturing practice standards, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug's or biologic's identity, strength, quality and purity;

 Potential FDA inspections of the nonclinical and clinical trial sites that generated the data in support of the NDA or BLA; and

 FDA review and approval of the NDA or BLA.

 The lengthy process of seeking required approvals
and the continuing need for compliance with applicable statutes and regulations require the expenditure of substantial resources. There
can be no certainty that approvals will be granted.

 Clinical trials involve the administration of
the drug or biological candidate to healthy volunteers or patients having the disease being studied under the supervision of qualified
investigators, generally physicians not employed by or under the trial sponsor's control. Clinical trials are conducted under protocols
detailing, among other things, the objectives of the clinical trial, dosing procedures, subject inclusion and exclusion criteria, and
the parameters to be used to monitor subject safety. Each protocol must be submitted to the FDA as part of the IND. Clinical trials must
be conducted in accordance with the FDA's cGCP requirements. Further, each clinical trial must be reviewed and approved by an independent
institutional review board ("IRB"), at or servicing each institution at which the clinical trial will be conducted. An IRB
is charged with protecting the welfare and rights of trial participants and considers such items as whether the risks to individuals participating
in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent
form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until
it is completed.

 Human clinical trials prior to approval are typically
conducted in three sequential phases that may overlap or be combined:

 Phase 1. The drug or biologic is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients having the specific disease.

 Phase 2. The drug or biologic is evaluated in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine optimal dosage and dosing schedule for patients having the specific disease.

 Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical trial sites. These clinical trials, which usually involve more subjects than earlier trials, are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of an NDA or BLA.

 Post-approval studies, or Phase 4 clinical
trials, may be conducted after initial marketing approval. These studies are used to gain additional experience from the treatment of
patients in the intended therapeutic indication and may be required by the FDA as part of the approval process.

 Progress reports detailing the results of the
clinical trials must be submitted at least annually to the FDA and written IND safety reports must be submitted to the FDA by the investigators
for serious and unexpected adverse events or any finding from tests in laboratory animals that suggests a significant risk for human subjects.
Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all.
The FDA or the sponsor or its data safety monitoring board may suspend a clinical trial at any time on various grounds, including a finding
that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval
of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB's requirements or
if the drug or biologic has been associated with unexpected serious harm to patients.

 Concurrent with clinical trials, companies usually
complete additional animal studies and develop additional information about the chemistry and physical characteristics of the drug or
biologic as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The
manufacturing process must be capable of consistently producing quality batches of the drug or biological candidate and, among other things,
must include methods for testing the identity, strength, quality and purity of the final drug or biologic. Additionally, appropriate packaging
must be selected and tested and stability studies must be conducted to demonstrate that the drug or biological candidate does not undergo
unacceptable deterioration over its shelf life.

 U.S. Review and Approval Processes

 The results of product development, preclinical
studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the
drug or biologic, proposed labeling and other relevant information are submitted to the FDA as part of an NDA or BLA requesting approval
to market the product. The submission of an NDA or BLA is subject to the payment of substantial user fees; a waiver of such fees may be
obtained under certain limited circumstances.

 The FDA reviews all NDAs and BLAs submitted before
it accepts them for filing and may request additional information rather than accepting an NDA or BLA for filing. Once the submission
is accepted for filing, the FDA begins an in-depth review of the NDA or BLA.

 After the NDA or BLA submission is accepted for
filing, the FDA reviews the NDA to determine, among other things, whether the proposed product is safe and effective for its intended
use, and whether the product is being manufactured in accordance with cGMP to assure and preserve the product's identity, strength,
quality and purity. The FDA reviews a BLA to determine, among other things, whether the product is safe, pure and potent and the facility
in which it is manufactured, processed, packaged or held meets standards designed to assure the product's continued safety, purity
and potency. In addition to its own review, the FDA may refer applications for novel drug or biological products or drug or biological
products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians
and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions.
The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.
During the approval process, the FDA also will determine whether a risk evaluation and mitigation strategy, or REMS, is necessary to assure
the safe use of the drug or biologic. If the FDA concludes that a REMS is needed, the sponsor of the NDA or BLA must submit a proposed
REMS; the FDA will not approve the NDA or BLA without a REMS, if required.

 Before approving an NDA or BLA, the FDA will inspect
the facilities at which the product is to be manufactured. The FDA will not approve the product unless it determines that the manufacturing
processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required
specifications. Additionally, before approving an NDA or BLA, the FDA will typically inspect one or more clinical sites to assure compliance
with cGMP. If the FDA determines the application, manufacturing process or manufacturing facilities are not acceptable it will outline
the deficiencies in the submission and often will request additional testing or information.

 The NDA or BLA review and approval process is
lengthy and difficult and the FDA may refuse to approve an NDA or BLA if the applicable regulatory criteria are not satisfied or may require
additional clinical data or other information. Even if such data and information is submitted, the FDA may ultimately decide that the
NDA or BLA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and may be susceptible
to varying interpretations, which could delay, limit or prevent regulatory approval. The FDA will issue a "complete response"
letter if the agency decides not to approve the NDA or BLA. The complete response letter describes all of the specific deficiencies in
the NDA or BLA identified by the FDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for
example, requiring additional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant
might take to place the application in a condition for approval. If a complete response letter is issued, the applicant may either resubmit
the NDA or BLA, addressing all of the deficiencies identified in the letter, or withdraw the application.

 If a product receives regulatory approval, the
approval may be limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the
commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be included in the
product labeling. In addition, the FDA may require Phase 4 testing which involves clinical trials designed to further assess a product's
safety and effectiveness and may require testing and surveillance programs to monitor the safety of approved products that have been commercialized.

 Orphan Drug Designation

 Under the Orphan Drug Act, the FDA may grant orphan
designation to a drug or biological product intended to treat a rare disease or condition, which is generally a disease or condition that
affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there
is no reasonable expectation that the cost of developing and making a drug or biological product available in the United States for this
type of disease or condition will be recovered from sales of the product. Orphan product designation must be requested before submitting
an NDA or BLA. After the FDA grants orphan product designation, the identity of the therapeutic agent and its potential orphan use are
disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of the regulatory review
and approval process.

 If a product that has Orphan designation subsequently
receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product
exclusivity, which means that the FDA may not approve any other applications to market the same drug or biological product for the same
indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity.
Competitors, however, may receive approval of different products for the indication for which the Orphan product has exclusivity or obtain
approval for the same product but for a different indication for which the Orphan product has exclusivity. Orphan product exclusivity
also could block the approval of one of our products for seven years if a competitor obtains approval of the same drug or biological product
as defined by the FDA or if our drug or biological candidate is determined to be contained within the competitor's product for the
same indication or disease. If a drug or biological product designated as an orphan product receives marketing approval for an indication
broader than what is designated, it may not be entitled to orphan product exclusivity. Orphan Drug status in the European Union has similar
but not identical benefits in the European Union.

 Expedited Development and Review Programs

 The FDA has a Fast Track program that is intended
to expedite or facilitate the process for reviewing new drug and biological products that meet certain criteria. Specifically, new drug
and biological products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening condition
and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to the combination of the
product and the specific indication for which it is being studied. Unique to a Fast Track product, the FDA may consider for review sections
of the NDA or BLA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission
of the sections of the NDA or BLA, the FDA agrees to accept sections of the NDA or BLA and determines that the schedule is acceptable,
and the sponsor pays any required user fees upon submission of the first section of the NDA or BLA.

 Any product submitted to the FDA for marketing
approval, including those submitted to a Fast Track program, may also be eligible for other types of FDA programs intended to expedite
development and review, such as priority review and accelerated approval. Any product is eligible for priority review if it has the potential
to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment,
diagnosis or prevention of a disease compared with marketed products. The FDA will attempt to direct additional resources to the evaluation
of an application for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally,
a product may be eligible for accelerated approval. Drug or biological products studied for their safety and effectiveness in treating
serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated
approval, which means that they may be approved on the basis of adequate and well-controlled clinical studies establishing that the product
has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical
endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA generally requires that a sponsor of a drug
or biological product receiving accelerated approval perform adequate and well-controlled post-marketing clinical studies to establish
safety and efficacy for the approved indication. Failure to conduct such studies or conducting such studies that do not establish the
required safety and efficacy may result in revocation of the original approval. In addition, the FDA currently requires as a condition
for accelerated approval pre-approval of promotional materials, which could adversely impact the timing of the commercial launch or subsequent
marketing of the product. Fast Track designation, priority review and accelerated approval do not change the standards for approval but
may expedite the development or approval process.

 Post-Approval Requirements

 Any drug or biological products for which we receive
FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of
adverse experiences with the product, providing the FDA with updated safety and efficacy information on an annual basis or as required
more frequently for specific events, product sampling and distribution requirements, complying with certain electronic records and signature
requirements and complying with FDA promotion and advertising requirements, which include, among others, standards for direct-to-consumer
advertising, prohibitions against promoting drugs and biologics for uses or in patient populations that are not described in the drug's
or biologic's approved labeling (known as "off-label use"), rules for conducting industry-sponsored scientific and educational
activities, and promotional activities involving the internet. Failure to comply with FDA requirements can have negative consequences,
including the immediate discontinuation of noncomplying materials, adverse publicity, enforcement letters from the FDA, mandated corrective
advertising or communications with doctors, and civil or criminal penalties. Although physicians may prescribe legally available drugs
and biologics for off-label uses, manufacturers may not market or promote such off-label uses.

 We will need to rely on third parties for the
production of our product candidates. Manufacturers of our product candidates are required to comply with applicable FDA manufacturing
requirements contained in the FDA's cGMP regulations. cGMP regulations require among other things, quality control and quality assurance
as well as the corresponding maintenance of comprehensive records and documentation. Drug and biologic manufacturers and other entities
involved in the manufacture and distribution of approved drugs and biologics are also required to register their establishments and list
any products made there with the FDA and comply with related requirements in certain states, and are subject to periodic unannounced inspections
by the FDA and certain state agencies for compliance with cGMP and other laws. Accordingly, manufacturers must continue to expend time,
money and effort in the area of production and quality control to maintain cGMP compliance. Discovery of problems with a product after
approval may result in serious and extensive restrictions on a product, manufacturer, or holder of an approved NDA or BLA, including suspension
of a product until the FDA is assured that quality standards can be met, continuing oversight of manufacturing by the FDA under a "consent
decree," which frequently includes the imposition of costs and continuing inspections over a period of many years, and possible
withdrawal of the product from the market. In addition, changes to the manufacturing process generally require prior FDA approval before
being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are
also subject to further FDA review and approval.

 The FDA also may require post-marketing testing,
known as Phase 4 testing, risk minimization action plans and surveillance to monitor the effects of an approved product or place
conditions on an approval that could otherwise restrict the distribution or use of the product.

 Employees

 Our business is managed by our officers who consist
of Mr. Cuong Do, Chief Executive Officer & President; Dr. Joseph M Palumbo, Executive Vice President -Chief Medical Officer; and Wendy
Kim, our Chief Financial Officer and Corporate Secretary. These individuals devote their full-time efforts to the Company activities.
The Company has 13 employees which are all full time. We also rely on a team of highly experienced scientific, medical, and regulatory
consultants to conduct product development activities.

 Available Information

 We maintain a website at www.biovie.com.
Information on our website is not incorporated by reference into this Form 10-K and does not constitute a part of this Form 10-K.
We make available, free of charge, on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These
reports are also available at the SEC's website at www.sec.gov.

 ITEM 1A.

 RISK FACTORS

 Our business, financial condition, operating results
and prospects are subject to the following risks. Additional risks and uncertainties not presently foreseeable to us may also impair our
business operations. If any of the following risks or the risks described elsewhere in this report actually occurs, our business, financial
condition or operating results could be materially adversely affected. In such case, the trading price of our Company's Class A
Common Stock, par value $0.0001 ("Common Stock") could decline, and our stockholders may lose all or part of their investment.

 This Form 10-K contains forward-looking statements
that involve risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as "believes,"
"expects," "intends," "plans," "may," "will," "should," "predict"
or "anticipation" or the negative thereof or other variations thereon or comparable terminology. Actual results could differ
materially from those discussed in the forward- looking statements as a result of certain factors, including those set forth below and
elsewhere in this Form 10-K.

 Risk Factor Summary

 Our business operations are subject to numerous
risks, factors and uncertainties, including those outside of our control, which could cause our actual results to be harmed, including
risks regarding the following:

 Risks Relating to Our Business and
Industry

 If our third party contractors do not successfully carry out their contractual duties or meet expected deadlines or do not successfully perform and comply with regulatory requirements, we may not be able to obtain regulatory approval of or commercialize our product candidates.

 Successful development of biopharmaceuticals is highly uncertain and is dependent on numerous factors, many of which are beyond our control.

 The concentration of our assets within certain financial institutions could have a material adverse effect on its business, financial condition and results of operations.

 We are currently subject to securities class action litigation and may be subject to similar or other litigation in the future, which may have a material adverse effect on our business.

 We have no products approved for commercial sale, have never generated any revenues, and may never achieve revenues or profitability, which could cause us to cease operations.

 We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

 If the FDA or comparable foreign regulatory authorities approve generic versions of any of our product candidates that receive marketing approval, or such authorities do not grant our products sufficient, or any, periods of exclusivity before approving generic versions of our products, the sales of our products could be adversely affected.

 If we fail to obtain or maintain Orphan Drug exclusivity for BIV201, we will have to rely on other potential marketing exclusivity and on our intellectual property rights.

 We will need to raise substantial additional capital in the future to fund our operations, which could have a materially adverse effect on our business.

 We have limited experience in drug development and may not be able to successfully develop any drugs, which would cause us to cease operations.

 Development of pharmaceutical products is a time-consuming process, subject to a number of risks, many of which are outside of our control.

 We may expend our limited resources to pursue a particular drug candidate or indication and fail to capitalize on drug candidates or indications that may be more profitable or for which there is a greater likelihood of success.

 We have no manufacturing experience, and the failure to comply with all applicable manufacturing regulations and requirements could have a materially adverse effect on our business.

 We do not currently have the sales and marketing personnel necessary to sell products, and the failure to hire and retain such staff could have a materially adverse effect on our business.

 Even if we were to successfully develop approvable drugs, we will not be able to sell these drugs if we or our third-party manufacturers fail to comply with manufacturing regulations.

 We must comply with significant and complex government regulations, compliance with which may delay or prevent the commercialization of our product candidates.

 We may face business disruption and related risks if there is another pandemic.

 The loss or unavailability of our management could put us at a competitive disadvantage.

 We may not be able to attract and retain highly skilled personnel.

 We may be unable to compete with enterprises in the highly competitive biotechnology and biopharmaceutical industries and those equipped with more substantial resources than us.

 There may be conflicts of interest among our officers, directors and stockholders.

 We indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating costs.

 Risks Relating to Our Intellectual Property

 We may be unable to obtain or protect intellectual property rights relating to our product candidates.

 If we fail to comply with our obligations in the licensing and collaboration agreements, our competitive position, business, financial condition, results of operations and prospects could be harmed.

 Compliance with federal regulations such as "march-in" rights may limit our exclusive rights and our ability to contract with non-U.S. manufacturers.

 Patent terms may be inadequate to establish our competitive position on our drug candidates for an adequate amount of time.

 We may not be able to protect our intellectual property rights throughout the world.

 Changes in patent law could diminish the value of our patents and impair our ability to protect our drug candidate.

 We may be involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful, and our patents could be found invalid or unenforceable.

 Our failure to identify relevant third-party patents or correctly interpret the relevance, scope or expiration of patents, we may be subject to infringement claims or may not be able to develop our drug candidates.

 Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights.

 We may be subject to claims by third parties asserting that we or our employees have infringed, misappropriated or otherwise violated their intellectual property rights, or claiming ownership of what we regard as our own intellectual property.

 We may be subject to claims challenging the inventorship of our patents and other intellectual property.

 Intellectual property rights do not necessarily address all potential threats.

 Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of shares of our Common Stock to decline.

 Risks Relating to Our Common Stock

 Our stock price is and may continue to be volatile and you may not be able to resell our Common Stock at or above the price you paid.

 You may experience future dilution as a result of future equity offerings or if we issue shares subject to options, warrants, stock awards or other arrangements.

 The reverse stock split effected on July 7, 2025 has caused and could further cause our stock price to decline relative to its value before the reverse stock split and decrease the liquidity of shares of our common stock.

 The market price and trading volume of our Common Stock may be volatile.

 Any failure to maintain effective internal control over financial reporting could harm us.

 Limited trading market for our Common Stock could make it difficult to liquidate an investment.

 The lack of public company experience of our management team could negatively affect our business.

 Investors may be less attracted to our Common Stock because we are as a smaller reporting company.

 Additional audit and legal costs associated with periodic reporting requirements of the Exchange Act will negatively affect our ability to earn a profit.

 Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 We are authorized to issue "blank check" preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities.

 Provisions in our Articles of Incorporation, our Bylaws, and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.

 Risks Relating to Our Business and Industry

 We rely and will continue to rely on third
parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected
deadlines or do not successfully perform and comply with regulatory requirements, we may not be able to obtain regulatory approval of
or commercialize our product candidates.

 We depend, and will continue
to depend, on third parties, including, but not limited to, contract research organizations ("CROs"), clinical trial sites
and clinical trial principal investigators, contract laboratories, IRBs, manufacturers, suppliers, and other third parties to conduct
our clinical trials, including those for our drug candidates bezisterim (NE3107) and BIV201. We rely heavily on these third parties over
the course of our clinical trials, and we control only certain aspects of their activities. Nevertheless, we retain ultimate responsibility
for ensuring that each of our studies is conducted in accordance with the protocol and applicable legal, regulatory, and scientific standards
and regulations, and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties
are required to comply with cGCPs, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities
for the conduct of clinical trials on product candidates in clinical development. Regulatory authorities enforce cGCPs through periodic
inspections and for-cause inspections of clinical trial principal investigators and trial sites. If, due to the failure of either the
Company or a third party, a clinical trial fails to comply with applicable cGCPs, FDA's IND requirements, other applicable regulatory
requirements, or requirements set forth in the applicable IRB-approved protocol, the Company may be required to conduct additional clinical
trials to support our marketing applications, which would delay the regulatory approval process. For example, our drug product candidate
bezisterim (NE3107) was cleared by FDA for use in a Phase 3, randomized, double blind, placebo controlled, parallel group, multicenter
study in subjects who have mild to moderate AD. Enrollment in that trial began in August 2021, with a planned primary completion in late
2022/early 2023. On November 29, 2023, the Company announced topline efficacy data from its Phase 3 clinical trial (NCT04669028) of bezisterim
(NE3107) in the treatment of mild to moderate AD. Upon trial completion, as the Company began the process of analyzing the trial data,
the Company found significant deviations from the protocol and cGCP violations at 15 study sites (virtually all of which were from one
geographic area). This highly unusual level of suspected improprieties led the Company to exclude all patients from these sites. We subsequently
notified FDA's OSI of such significant deviations from study protocol, the suspected improprieties, and the study sites involved.
The identification of significant deviations from study protocol and numerous GCP violations at multiple study sites raised questions
regarding the validity and robustness of data from these study sites. The unplanned exclusion of so many patients left the trial underpowered
for its primary endpoints. However, based on the remaining dataset from those other sites determined to be in compliance with the protocol
and GCP's, a preliminary signal of efficacy was detected. The Company is considering: (1) employing the adaptive trial feature of
the protocol to continue enrolling patients to achieve statistical significance; and/or (2) designing a new Phase 3 study of bezisterim
(NE3107) that leverages the most recent scientific literature relating to AD along with the company's understanding regarding the effects
of bezisterim (NE3107) in persons with mild-moderate AD.

 Although we design the
clinical trials for our product candidates, our CROs are tasked with facilitating and monitoring these trials. As a result, many aspects
of our clinical development programs, including site and investigator selection, and the conduct, timing, and monitoring of the study,
is outside our direct control, either partially or in whole. Our reliance on third parties to conduct clinical trials also results in
less direct control over the collection, management, and quality of data developed through clinical trials than would be the case if we
were relying entirely upon our own employees. Communicating with third parties can also be challenging, potentially leading to mistakes
as well as difficulties in coordinating activities. Our business may be impacted if any of these third parties violates applicable federal,
state, or foreign laws and/or regulations, including but not limited to FDA's IND regulations, cGCPs, fraud and abuse or false claims
laws, healthcare privacy and data security laws, or provide us or government agencies with inaccurate, misleading, or incomplete data.

 Successful development of biopharmaceuticals
is highly uncertain and is dependent on numerous factors, many of which are beyond our control.

 Product candidates that appear promising in the
early phases of development may fail to reach the market for several reasons. Pre-clinical study results may show the product candidate
to be less effective than desired (e.g., the study failed to meet its primary endpoints) or to have harmful or problematic side effects.
Product candidates may fail to receive the necessary regulatory approvals or may be delayed in receiving such approvals. Among other things,
such delays may be caused by slow enrollment in clinical studies; length of time to achieve study endpoints; additional time requirements
for data analysis; IND and later new drug application preparation; discussions with the FDA; an FDA request for additional pre-clinical
or clinical data; unexpected safety or manufacturing issues; manufacturing costs; pricing or reimbursement issues; clinical sites deviating
from the trial protocol, committing scientific misconduct, or other violations of regulatory requirements - which can render data from
those sites unusable in support of regulatory approval; or other factors that make the product not economical. Proprietary rights of others
and their competing products and technologies may also prevent the product from being commercialized.

 Success in pre-clinical and early clinical studies
does not ensure that large-scale clinical studies will be successful. Clinical results are frequently susceptible to varying interpretations
that may delay, limit or prevent regulatory approvals. The length of time necessary to complete clinical studies and to submit an application
for marketing approval for a final decision by a regulatory authority varies significantly from one product to the next, and may be difficult
to predict. There can be no assurance that any of our products will develop successfully, and the failure to develop our products will
have a materially adverse effect on our business and will cause you to lose all of your investment.

 The concentration of our assets within a
certain financial institution could have a material adverse effect on its business, financial condition and results of operations.

 As of July 31, 2025, the Company had cash deposited
in a certain financial institution in excess of federally insured levels. The Company regularly monitors the financial stability of these
financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. Bank failures,
events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns
or rumors about such events, may lead to liquidity constraints. In 2023, certain U.S. government banking regulators took steps to intervene
in the operations of certain financial institutions due to liquidity concerns, which caused general heightened uncertainties in financial
markets. While previous bank failures have not had a material direct impact on the Company's operations, if further liquidity and
financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Company's
ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business,
financial condition and results of operations.

 We are currently subject to securities class
action litigation and may be subject to similar or other litigation in the future, all of which will require significant management time
and attention, result in significant legal expenses and may result in unfavorable outcomes, which may have a material adverse effect on
our business, operating results and financial condition, and negatively affect the price of our Common Stock.

 We are, and may in the future become, subject
to various legal proceedings and claims that arise in or outside the ordinary course of business. For example, On January 19, 2024, a
purported shareholder class action complaint, captioned Eric Olmstead v. BioVie Inc. et al., No. 3:24-cv-00035, was filed
in the U.S. District Court for the District of Nevada, naming the Company and certain of its officers as defendants. On February 22, 2024,
a second, related putative securities class action was filed in the same court asserting similar claims against the same defendants, captioned
 Way v. BioVie Inc. et al., No. 2:24-cv-00361. On April 15, 2024, the court consolidated these two actions under the caption In
re BioVie Inc. Securities Litigation, No. 3:24-cv-00035, appointed the lead plaintiff, and approved selection of the lead counsel.
On June 21, 2024, the lead plaintiff filed an amended complaint, alleging that the defendants made material misrepresentations and/or
omissions of material fact relating to the Company's business, operations, compliance, and prospects, including information related
to the NM101 Phase 3 study and trial of bezisterim (NE3107) in mild to moderate probable Alzheimer's Disease, in
violation of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The class action is on behalf
of purchasers of the Company's securities during the period from December 7, 2022 through November 28, 2023 and seeks unspecified
monetary damages on behalf of the putative class and an award of costs and expenses, including attorney's fees. In August
2024, the defendants filed a motion to dismiss the amended complaint, and that motion was fully briefed in December 2024. On March 27,
2025, the court denied the motion to dismiss, and the parties are now engaged in the early stages of the discovery process. In
addition, on December 30, 2024 and April 28, 2025, respectively, two shareholder derivative lawsuits were filed in the United States District
Court for the District of Nevada by putative stockholders, allegedly on behalf of the Company, that piggy-back on the securities class
action, alleging, among other things, that the defendants breached their fiduciary duties by causing or failing to prevent the securities
violations alleged in the securities class action. The Company believes that all of these claims are without merit and intends to defend
vigorously against them, but there can be no assurances as to the outcome.

 It is possible that additional lawsuits will be
filed, or allegations received from stockholders, with respect to these same or other matters and also naming us and/or our officers and
directors as defendants. Such lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and
disposition costs will depend upon many unknown factors. The outcome of such lawsuits is necessarily uncertain. We could be forced to
expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and we may not prevail. In addition,
we may incur substantial legal fees and costs in connection with such lawsuits. We currently are not able to estimate the possible cost
to us from these matters, as the pending lawsuits are currently at an early stage, and we cannot be certain how long it may take to resolve
the pending lawsuits or the possible amount of any damages that we may be required to pay. Monitoring, initiating and defending against
legal actions is time-consuming for our management, is likely to be expensive and may detract from our ability to fully focus our internal
resources on our business activities. We could be forced to expend significant resources in the settlement or defense of the pending lawsuit
and any potential future lawsuits, and we may not prevail in such lawsuits.

 Although we have insurance coverage that we believe
applies to these actions, the coverage is subject to a $2 million deductible. That means that we are responsible for the first $2 million
of loss arising from these actions, which includes both defense costs and damages, before any insurance coverage will apply. Furthermore,
our insurance coverage may be insufficient, and our assets may be insufficient to cover any amounts that exceed our insurance coverage,
and we may have to pay damage awards or otherwise may enter into a settlement arrangement in connection with such claims. A decision adverse
to our interests in the pending lawsuits, or in similar or related litigation, could result in the payment of substantial damages, or
possibly fines, and could have a material adverse effect on our business, our stock price, cash flow, results of operations and financial
condition. We have not established any reserve for any potential liability relating to the pending lawsuits or any potential future lawsuits.
Any such payments or settlement arrangements in current or future litigation could have a material adverse effect on our business, operating
results or financial condition. In addition, such lawsuits may make it more difficult to finance our operations and affect our ability
to make payments for damages.

 We have no products approved for commercial
sale, have never generated any revenues and may never achieve revenues or profitability, which could cause us to cease operations.

 We have no products approved for commercial sale
and, to date, we have not generated any revenue. Our ability to generate revenue depends heavily on (a) successful completion of one or
more development programs demonstrating in human clinical trials that BIV201 and bezisterim (NE3107), our product candidates, are safe
and effective; (b) our ability to seek and obtain regulatory approvals, including, without limitation, with respect to the indications
we are seeking; (c) successful commercialization of our product candidates; and (d) market acceptance of our products. There are no assurances
that we will achieve any of the forgoing objectives. Furthermore, our product candidates are in the development stage, and have not been
fully evaluated in human clinical trials. If we do not successfully develop and commercialize our product candidates we will not achieve
revenues or profitability in the foreseeable future, if at all. If we are unable to generate revenues or achieve profitability, we may
be unable to continue our operations.

 We are a development stage company with
a limited operating history, making it difficult for you to evaluate our business and your investment.

 Although our Company was incorporated on April
10, 2013, we are a development stage biopharmaceutical company with potential therapies that have not been fully evaluated in clinical
trials, and our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not
limited to the absence of an operating history, the lack of commercialized products, insufficient capital, expected substantial and continual
losses for the foreseeable future, limited experience in dealing with regulatory issues, the lack of manufacturing experience and limited
marketing experience, possible reliance on third parties for the development and commercialization of our proposed products, a competitive
environment characterized by numerous, well-established and well capitalized competitors and reliance on key personnel.

 Since inception, we have not established any revenues
or operations that would provide financial stability in the long term, and there can be no assurance that we will realize our plans on
our projected timetable in order to reach sustainable or profitable operations.

 Investors are subject to all the risks incident
to the creation and development of a new business and each investor should be prepared to withstand a complete loss of his, her or its
investment. Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a going concern. We
have not emerged from the development stage, and may be unable to raise further equity. These factors raise substantial doubt about our
ability to continue as a going concern. The financial statements included elsewhere in this Form 10-K do not include any adjustments that
might result from the outcome of this uncertainty.

 Because we are subject to these risks, you may
have a difficult time evaluating our business and your investment in our Company. Our ability to become profitable depends primarily on
our ability to develop drugs, to obtain approval for such drugs, and if approved, to successfully commercialize our drugs, our research
and development ("R&D") efforts, including the timing and cost of clinical trials; and our ability to enter into favorable
alliances with third-parties who can provide substantial capabilities in clinical development, regulatory affairs, sales, marketing and
distribution.

 Even if we successfully develop and market BIV201
and/or bezisterim (NE3107), we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause
us to cease operations and cause you to lose all of your investment.

 If the FDA or comparable foreign regulatory
authorities approve generic versions of any of our product candidates that receive marketing approval, or such authorities do not grant
our products sufficient, or any, periods of exclusivity before approving generic versions of our products, the sales of our products could
be adversely affected.

 Once an NDA is approved, the product covered thereby
becomes a "reference listed drug" ("RLD"), in the FDA's publication, "Approved Drug Products with
Therapeutic Equivalence Evaluations," commonly known as the Orange Book. Other manufacturers may seek approval of generic versions
of reference listed drugs through submission of abbreviated new drug applications ("ANDAs") in the United States. In support
of an ANDA, a generic manufacturer need not conduct clinical trials. Rather, the applicant generally must show that its product has the
same active ingredient(s), dosage form, strength, route of administration and conditions of use or labeling as the reference listed drug
and that the generic version is bioequivalent to the reference listed drug, meaning it is absorbed in the body at the same rate and to
the same extent as the RLD. Generic products may be significantly less costly to bring to market than the reference listed drug and companies
that produce generic products are generally able to offer them at lower prices. Moreover, generic versions of RLDs are often automatically
substituted for the RLD by pharmacies when dispensing a prescription written for the RLD. Thus, following the introduction of a generic
drug, a significant percentage of the sales of any branded product or reference listed drug is typically lost to the generic product.

 The FDA may not approve an ANDA for a generic
product until any applicable period of non-patent exclusivity for the reference listed drug has expired. The FDCA provides a period of
five years of non-patent exclusivity for a new drug containing a new chemical entity ("NCE"). An NCE is an active ingredient
that has not previously been approved by FDA in any other NDA. Specifically, in cases where such exclusivity has been granted, an ANDA
may not be submitted to the FDA until the expiration of five years unless the submission is accompanied by a Paragraph IV certification
that a patent covering the reference listed drug is either invalid or will not be infringed by the generic product, in which case the
applicant may submit its application four years following approval of the reference listed drug. If an ANDA is submitted to FDA with a
Paragraph IV Certification, the generic applicant must also provide a "Paragraph IV Notification" to the holder of the NDA
for the RLD and to the owner of the listed patent(s) being challenged by the ANDA applicant, providing a detailed written statement of
the basis for the ANDA applicant's position that the relevant patent(s) is invalid or would not be infringed. If the patent owner
brings a patent infringement lawsuit against the ANDA applicant within 45 days of the Paragraph IV Notification, FDA approval of the ANDA
will be automatically stayed for 30 months, or until 7-1/2 years after the NDA approval if the generic application was filed between 4
years and 5 years after the NDA approval. Any such stay will be terminated earlier if the court rules that the patent is invalid or would
not be infringed.

 Competition that our products may face from generic
versions of our products could materially and adversely impact our future revenue, profitability and cash flows and substantially limit
our ability to obtain a return on the investments we have made in those product candidates.

 If we fail to obtain
or maintain Orphan Drug exclusivity for BIV201, we will have to rely on other potential marketing exclusivity, and on our intellectual
property rights, which may reduce the length of time that we can prevent competitors from selling generic versions of BIV201.

 We have obtained Orphan Drug Designation for BIV201
(terlipressin) in the U.S. for the treatment of hepatorenal syndrome on November 21, 2018 and treatment of ascites due to all etiologies
except cancer on September 8, 2016. Under the Orphan Drug Act, the FDA may designate a product as an Orphan Drug if it is a drug intended
to treat a rare disease or condition, defined, in part, as a patient population of fewer than 200,000 in the U.S. In the European Union
("EU"), Orphan Drug designation may be granted to drugs intended to treat, diagnose or prevent a life-threatening or chronically
debilitating disease having a prevalence of no more than five in 10,000 people in the EU, and which meet other specified criteria. The
company that first obtains FDA approval for a designated Orphan Drug for the associated rare disease may receive a seven-year period of
marketing exclusivity during which time FDA may not approve another application for the same drug for the same orphan disease or condition.
Orphan Drug Exclusivity does not prevent FDA approval of another application for the same drug for a different disease or condition, or
of an application for a different drug for the same rare disease or condition. Orphan Drug exclusive marketing rights may be lost under
several circumstances, including a later determination by the FDA that the request for designation was materially defective or if the
manufacturer is unable to assure sufficient quantity of the drug. Similar regulations are available in the EU with a ten-year period of
market exclusivity.

 Even though BioVie has obtained two Orphan Drug
Designations for its lead product candidate, terlipressin, for treatment of ascites and for treatment of hepatorenal syndrome, and may
seek other Orphan Drug Designations for BIV201, and Orphan Drug Designation for other product candidates, there is no assurance that BioVie
will be the first to obtain marketing approval for any particular rare indication. Further, even though BioVie has obtained Orphan Drug
Designations for its lead product candidate, or even if BioVie obtains Orphan Drug Designation for other potential product candidates,
such designation may not effectively protect BioVie from competition because different drugs can be approved for the same condition and
the same drug can be approved for different conditions and potentially used off-label in the Orphan indication. Even after an Orphan Drug
is approved, the FDA can subsequently approve another competing drug with the same active ingredient for the same condition for several
reasons, including, if the FDA concludes that the later drug is clinically superior due to being safer or more effective or because it
makes a major contribution to patient care. Orphan Drug Designation neither shortens the development time or regulatory review time of
a drug, nor gives the drug any advantage in the regulatory review or approval process.

 In addition, other companies have received Orphan
Drug designations for terlipressin. Mallinckrodt Hospital Products IP Limited received Orphan Drug designation in 2004 for terlipressin
for the treatment of Hepatorenal Syndrome. Mallinckrodt has already gained FDA approval for its product, lyophilized terlipressin acetate
for bolus intravenous administration for the treatment of hepatorenal syndrome Type 1 in September 2022. PharmaIN Corporation received
Orphan Drug Designation in 2012 for PGC-C12E-terlipressin for treatment of ascites due to all etiologies except cancer. In addition, Ferring
Pharmaceuticals Inc. received Orphan Drug designation in 1986 for terlipressin for the treatment of bleeding esophageal varices. If one
of those or any other company with Orphan Drug Designation for the same drug as ours for the same proposed disease or condition receives
FDA approval and Orphan Drug Exclusivity before our product is approved, approval of our drug(s) for the orphan indication may be blocked
for seven years by the other company's Orphan Exclusivity and they may obtain a competitive advantage even after the exclusivity
period expires associated with being the first to market.

 We will need to raise substantial additional
capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms, which could
have a materially adverse effect on our business.

 Developing biopharmaceutical products, including
conducting pre-clinical studies and clinical trials and establishing manufacturing capabilities, requires substantial funding. Additional
financing will be required to fund the research and development of our product candidates. We have not generated any product revenues,
and do not expect to generate any revenues until, and only if, we develop, and receive approval to sell our product candidates from the
FDA and other regulatory authorities for our product candidates.

 We may not have the resources to complete the
development and commercialization of any of our proposed product candidates. We will require additional financing to further the clinical
development of our product candidates. In the event that we cannot obtain the required financing, we will be unable to complete the development
necessary to file an NDA with the FDA for BIV201 or bezisterim (NE3107). This will delay or require termination of research and development
programs, preclinical studies and clinical trials, material characterization studies, regulatory processes, the establishment of our own
laboratory or a search for third party marketing partners to market our products for us, which could have a materially adverse effect
on our business.

 The amount of capital we may need will depend
on many factors, including the progress, timing and scope of our research and development programs, the progress, timing and scope of
our preclinical studies and clinical trials, the time and cost necessary to obtain regulatory approvals, the time and cost necessary to
establish our own marketing capabilities or to seek marketing partners, the time and cost necessary to respond to technological and market
developments, changes made or new developments in our existing collaborative, licensing and other commercial relationships, and new collaborative,
licensing and other commercial relationships that we may establish.

 Until we can generate a sufficient amount of product
revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings, or corporate collaboration
and licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If
adequate funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research or development
programs or our commercialization efforts. In addition, we could be forced to discontinue product development and reduce or forego attractive
business opportunities. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional
significant dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds
through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our product candidates
or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions
are favorable, even if we do not have an immediate need for additional capital at that time.

 Our fixed expenses, such as rent and other contractual
commitments, will likely increase in the future, as we may enter into leases for new facilities and capital equipment and/or enter into
additional licenses and collaborative agreements. Therefore, if we fail to raise substantial additional capital to fund these expenses,
we could be forced to cease operations, which could cause you to lose all of your investment.

 We have limited experience in drug development
and may not be able to successfully develop any drugs, which would cause us to cease operations.

 We have never successfully developed a new drug
and brought it to market. Our management and clinical teams have experience in drug development but they may not be able to successfully
develop any drugs. Our ability to achieve revenues and profitability in our business will depend on, among other things, our ability to
develop products internally or to obtain rights to them from others on favorable terms; complete laboratory testing and human studies;
obtain and maintain necessary intellectual property rights to our products; successfully complete regulatory review to obtain requisite
governmental agency approvals; enter into arrangements with third parties to manufacture our products on our behalf; and enter
into arrangements with third parties to provide sales and marketing functions. If we are unable to achieve these objectives we will be
forced to cease operations and you will lose all of your investment.

 Development of pharmaceutical products is
a time-consuming process, subject to a number of risks, many of which are outside of our control. Consequently, we can provide no assurance
that our product candidates will obtain regulatory approval, and if we are unsuccessful or fail to timely develop new drugs, we could
be forced to discontinue our operations.

 Development and extensive testing will be required
to determine the technical feasibility and commercial viability of BIV201 and bezisterim (NE3107). Our success will depend on our ability
to achieve scientific and technological advances and to translate such advances into reliable, commercially competitive drugs on a timely
basis. Drugs that we may develop are not likely to be commercially available, at a minimum, for several years, if ever. Our drug product
candidate, BIV201 (continuous infusion terlipressin), was cleared by the FDA to undergo testing in a mid-stage (Phase 2b) clinical trial
for the treatment of refractory ascites due to cirrhosis. On June 24, 2021, we announced that the first patient has been enrolled in this
study. In March 2023, the open-label trial was stopped after 15 of the planned 30 patients were enrolled, and an evaluation of those completed
patients assessed. Encouraging data from these patients appeared to show that treatment with BIV201 plus SOC resulted in a reduction in
ascites fluid accumulation during treatment versus pre-treatment. In June 2023 and December 2025, the Company requested and subsequently
received guidance from the FDA regarding the design and endpoints for definitive clinical testing of BIV201 for the treatment of chronic
liver cirrhosis. The Company is currently finalizing the protocol design for the Phase 3 study of BIV201 with a focus on demonstrating
clinical benefit through a composite primary endpoint of complications and disease progression in patients with cirrhosis and ascites
who have recently recovered from AKI.

 The proposed development schedules for our product
candidates may be affected by a variety of factors, including technological difficulties, proprietary technology of others, and changes
in government regulation, many of which will not be within our control. In June 2021, FDA approved the drug aducanumab for treatment of
Alzheimer's despite a strong recommendation against approval from an FDA advisory committee. That FDA approval has generated significant
medical and political controversy, including a Congressional investigation, announced on June 25, 2021, into the basis for FDA's
approval decision. That investigation, other potential investigations, and negative publicity of FDA's approval decision could adversely
impact the agency's oversight of our clinical development program, how the agency may view and act upon any NDA we may file for
bezisterim (NE3107), and the commercial viability of bezisterim (NE3107) if it were to be approved and marketed.

 Any delay or further delay in the development,
introduction or marketing of our product candidates could result either in such drugs being marketed at a time when their cost and performance
characteristics would not be competitive in the marketplace or in the shortening of their commercial lives. In light of the long-term
nature of our projects and other risk factors described elsewhere in this document, we may not be able to successfully complete the development
or marketing of any drugs, which could cause us to cease operations.

 From time to time, the FDA may have feedback on
our clinical trial designs, including for example certain of our endpoints and outcome measures. As a result, we may consider revisions
to our protocols which may delay progress in implementing our trials. We may fail to successfully develop and commercialize our product
candidate(s) if it is found to be unsafe or ineffective in clinical trials; does not receive necessary approval from the FDA or foreign
regulatory agencies; fails to conform to a changing standard of care for the disease it seeks to treat; or is less effective or more expensive
than current or alternative treatment methods.

 Drug development failure can occur at any stage
of clinical trials and as a result of many factors, there can be no assurance that we or our collaborators will reach our anticipated
clinical targets. Even if the trials are successfully completed, clinical data are often susceptible to varying interpretations and analyses,
and we cannot guarantee that the FDA or comparable foreign regulatory authorities will interpret the results as we do, and more trials
could be required before we submit our product candidates for approval. We cannot guarantee that the FDA or comparable foreign regulatory
authorities will view our product candidates as having efficacy even if positive results are observed in clinical trials. In some instances,
there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due
to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations,
changes in and adherence to the clinical trial protocols, and the rate of dropout among clinical trial participants. If the results of
our ongoing or future clinical trials are inconclusive with respect to the efficacy of our product candidates, if we do not meet the clinical
endpoints with statistical and clinically meaningful significance, or if there are safety concerns associated with our product candidates,
we may be delayed in obtaining marketing approval, if at all. Additionally, any safety concerns observed in any one of our clinical trials
in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indications.
We also do not know what the long-term effects of exposure to our product candidates will be. Furthermore, our product candidates may
be used in combination with other treatments and there can be no assurance that such use will not lead to unique or unexpected safety
issues.

 Failure to complete clinical trials or to prove
that our product candidates are safe and effective would have a material adverse effect on our ability to generate revenue and could require
us to reduce the scope of or discontinue our operations, which could cause you to lose all of your investment.

 We may expend our limited resources to pursue
a particular drug candidate or indication and fail to capitalize on drug candidates or indications that may be more profitable or for
which there is a greater likelihood of success.

 Because we have limited human capital and financial
resources, we focus on research programs and drug candidates that we identify for specific indications. As a result, we may forego or
delay pursuit of opportunities with other drug candidates or for other indications that later prove to have greater commercial potential.
Our resource allocation decisions may cause us to fail to capitalize on viable commercial drugs or profitable market opportunities. Our
spending on current and future research and development programs and drug candidates for specific indications may not yield any commercially
viable drugs. If we do not accurately evaluate the commercial potential or target market for a particular drug candidate, we may relinquish
valuable rights to that drug candidate through collaboration, licensing or other royalty arrangements in cases in which it would have
been more advantageous for us to retain sole development and commercialization rights to such drug candidate.

 At any time and for any reason, we may determine
that one or more of our discovery programs or preclinical or clinical drug candidates or programs does not have sufficient potential to
warrant the allocation of resources toward such program or drug candidate. Accordingly, we may choose not to develop a potential drug
candidate or elect to suspend, deprioritize or terminate one or more of our discovery programs or preclinical or clinical drug candidates
or programs. For example, BIV201 has received Orphan Drug designation for HRS. On June 23, 2021, we announced that FDA has provided guidance
on our planned Phase 3 clinical trial of BIV201 in (HRS-AKI) and have since reached agreement on the key elements of the trial design.
Thereafter, we deprioritized HRS-AKI program to focus on bezisterim (NE3107). When we suspend, deprioritize or terminate a program or
drug candidate in which we have invested significant resources, we will have expended resources on a program that will not provide a full
return on our investment and may have missed the opportunity to have allocated those resources to potentially more productive uses, including
existing or future programs or drug candidates.

 We have no manufacturing experience, and
the failure to comply with all applicable manufacturing regulations and requirements could have a materially adverse effect on our business.

 We have never manufactured products in the highly
regulated environment of pharmaceutical manufacturing, and our team has limited experience in the manufacture of drug therapies. There
are numerous regulations and requirements that must be maintained to obtain licensure and permitting required prior to the commencement
of manufacturing, as well as additional requirements to continue manufacturing pharmaceutical products. We currently do not own or lease
facilities that could be used to manufacture any products that might be developed by us, and have contracted with an experienced Contract
Manufacturing Organization ("CMO") to perform the manufacturing of our new product candidates BIV201 and bezisterim (NE3107).
In addition, we do not have the resources at this time to acquire or lease suitable facilities. If we or our CMO fail to comply with regulations,
to obtain the necessary licenses and knowhow or to obtain the requisite financing in order to comply with all applicable regulations and
to own or lease the required facilities in order to manufacture our products, we could be forced to cease operations, which would cause
you to lose all of your investment.

 In addition, the FDA and other regulatory authorities
require that product candidates and drug products be manufactured according to cGMP. Any failure by our third-party manufacturers to comply
with cGMP could lead to a shortage of BIV201 and NE3107. In addition, such failure could be the basis for action by the FDA to withdraw
approval, if granted to us, and for other regulatory enforcement action, including Warning Letters, product seizure, injunction or other
civil or criminal penalties.

 BIV201 and bezisterim (NE3107) and any other product
candidates that we develop may have to compete with other products and product candidates for access to manufacturing facilities. There
are a limited number of manufacturers that operate under cGMP regulations and that are both capable of manufacturing for us and willing
to do so. If we need to find another source of drug substance or drug product manufacturing for BIV201 and bezisterim (NE3107), we may
not be able to identify, or reach agreement with, commercial-scale manufacturers on commercially reasonably terms, or at all. If we are
unable to do so, we will need to develop our own commercial-scale manufacturing capabilities, which would: impact commercialization of
BIV201 and bezisterim (NE3107) in the U.S. and other countries where it may be approved; require a capital investment by us that could
be quite costly; and increase our operating expenses.

 If our existing third-party manufacturers, or
the third parties that we engage in the future to manufacture a product for commercial sale or for our clinical trials, should cease to
continue to do so for any reason, we likely would experience significant delays in obtaining sufficient quantities of product for us to
meet commercial demand or to advance our clinical trials while we identify and qualify replacement suppliers. If for any reason we are
unable to obtain adequate supplies of BIV201 or any other product candidate that we develop, or the drug substances used to manufacture
it, it will be more difficult for us to compete effectively, generate revenue, and further develop our products. In addition, if we are
unable to assure a sufficient quantity of the drug for patients with rare diseases or conditions, we may lose any Orphan Drug exclusivity
to which the product otherwise would be entitled.

 We do not currently have the sales and marketing
personnel necessary to sell products, and the failure to hire and retain such staff could have a materially adverse effect on our business.

 We are an early stage development company with
limited resources. Even if we had products available for sale, which we currently do not, we have not secured sales and marketing staff
at this early stage of operations to sell products. We cannot generate sales without sales or marketing staff and must rely on others
to provide any sales or marketing services until such personnel are secured, if ever. If we fail to hire and retain the requisite expertise
in order to market and sell our products or fail to raise sufficient capital in order to afford to pay such sales or marketing staff,
then we could be forced to cease operations and you could lose all of your investment.

 Even if we were to successfully develop
approvable drugs, we will not be able to sell these drugs if we or our third-party manufacturers fail to comply with manufacturing regulations,
which could have a materially adverse effect on our business.

 If we were to successfully develop approvable
drugs, before we can begin selling these drugs, we must obtain regulatory approval of our manufacturing facility and process or the manufacturing
facility and process of the third party or parties with whom we may outsource our manufacturing activities. In addition, the manufacture
of our products must comply with the FDA's current Good Manufacturing Practices regulations, commonly known as GMP regulations.
The GMP regulations govern quality control and documentation policies and procedures. Our manufacturing facilities, if any in the future,
and the manufacturing facilities of our third-party manufacturers will be continually subject to inspection by the FDA and other state,
local and foreign regulatory authorities, before and after product approval. We cannot guarantee that we, or any potential third-party
manufacturer of our products, will be able to comply with the GMP regulations or other applicable manufacturing regulations. The failure
to comply with all necessary regulations would have a materially adverse effect on our business and could force us to cease operations
and you could lose all of your investment.

 We must comply with significant and complex
government regulations, compliance with which may delay or prevent the commercialization of our product candidates, which could have a
materially adverse effect on our business.

 The R&D, manufacture and marketing of drug
product candidates are subject to regulation, primarily by the FDA in the United States and by comparable authorities in other countries.
These national agencies and other federal, state, local and foreign entities regulate, among other things, R&D activities (including
testing in animals and in humans) and the testing, manufacturing, handling, labeling, storage, record keeping, approval, advertising and
promotion of the product that we are developing. Noncompliance with applicable requirements can result in various adverse consequences,
including approval delays or refusals to approve drug licenses or other applications, suspension or termination of clinical investigations,
revocation of approvals previously granted, warning letters, fines, criminal prosecution, recalls or seizures of products, injunctions
against shipping drugs and total or partial suspension of production and/or refusal to allow a company to enter into governmental supply
contracts.

 The process of obtaining FDA approval is costly
and time consuming. Current FDA requirements for a new human drug or biological product to be marketed in the United States include, among
other things: (a) the successful conclusion of pre-clinical laboratory and animal tests, if appropriate, to gain preliminary information
on the product's safety; (b) filing with the FDA of an IND application to conduct human clinical trials for drugs or biologics;
(c) the successful completion of adequate and well-controlled human clinical investigations to establish the safety and efficacy of the
product for its recommended use; and (d) filing by a company and acceptance and approval by the FDA of a NDA for a drug product or a BLA
for a biological product to allow commercial distribution of the drug or biologic. A delay in one or more of the procedural steps outlined
above could be harmful to us in terms of getting our product candidates through clinical testing and to market, which could have a materially
adverse effect on our business.

 The FDA, clinical investigators, Data Safety Monitoring
Boards, and IRBs review the ongoing conduct of, and emerging safety information from, clinical trials and may order the temporary or permanent
discontinuation of clinical trials at any time if it believes the product candidate exposes clinical subjects to an unacceptable health
risk. Investigational drugs used in clinical studies must be produced in compliance with cGMP rules pursuant to FDA regulations.

 Development, approval, and sales outside the United
States of products that we develop will also be subject to regulatory requirements governing human clinical trials and marketing for drugs
and biological products and devices. The requirements vary widely from country to country, but typically the registration and approval
process takes several years and requires significant resources.

 If we experience delays or discontinuations of
our clinical trials by the FDA or comparable authorities in other countries, or if we fail to obtain registration or other approvals of
our products or devices then we could be forced to cease our operations and you will lose all of your investment.

 Even if we are successful in developing BIV201
and bezisterim (NE3107), our product candidates, we have limited experience in conducting or supervising clinical trials that must be
performed to obtain data to submit in concert with applications for approval by the FDA. The regulatory process to obtain approval for
drugs for commercial sale involves numerous steps. Drugs are subjected to clinical trials that allow development of case studies to examine
safety, efficacy, and other issues to ensure that sale of drugs meets the requirements set forth by various governmental agencies, including
the FDA. In the event that our protocols do not meet standards set forth by the FDA, or that our data is not sufficient to allow such
trials to validate our drugs in the face of such examination, we might not be able to meet the requirements that allow our drugs to be
approved for sale which could have a materially adverse effect on our business.

 We depend upon our management and their
loss or unavailability could put us at a competitive disadvantage which could have a material adverse effect on our business.

 We currently depend upon the efforts and abilities
of our executive management team of Cuong Do, our Chief Executive Officer–President; Wendy Kim, our Chief Financial Officer; Dr
Joseph Palumbo, our Executive Vice President–Chief Medical Officer; Penelope Markham, our Senior Vice Ascites Programs & Strategic
Initiatives–; Chris Reading, our Senior Vice President–Alzheimer's Disease Program; Clarence Ahlem, our Senior Vice
President – Operations President–Operations, Discovery and Parkinson's Disease Program;; and David Morse, our Senior
Vice President–Chief Regulatory Officer; who all serve the Company full-time. The loss or unavailability of the services of any
of these individuals for any significant period of time could have a material adverse effect on our business, prospects, financial condition
and results of operations which may cause you to lose all of your investment. We have not obtained, do not own, nor are we the beneficiary
of key-person life insurance.

 We may not be able to attract and retain
highly skilled personnel, which could have a materially adverse effect on our business.

 Our ability to attract and retain highly skilled
personnel is critical to our operations and expansion. We face competition for these types of personnel from other pharmaceutical companies
and more established organizations, many of which have significantly larger operations and greater financial, technical, human and other
resources than us. We may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms, or
at all. If we are not successful in attracting and retaining these personnel, our business, prospects, financial condition and results
of operations will be materially and adversely affected.

 The biotechnology and biopharmaceutical
industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete with enterprises
equipped with more substantial resources than us, which could cause us to curtail or cease operations.

 The biotechnology and biopharmaceutical industries
are characterized by rapid technological developments and a high degree of competition based primarily on scientific and technological
factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize
technological developments and the ability to obtain government approval for testing, manufacturing and marketing.

 We compete with biopharmaceutical firms in the
United States, Europe and elsewhere, as well as a growing number of large pharmaceutical companies that are applying biotechnology to
their operations. Many biopharmaceutical companies have focused their development efforts in the human therapeutics area. Many major pharmaceutical
companies have developed or acquired internal biotechnology capabilities or made commercial arrangements with other biopharmaceutical
companies. These companies, as well as academic institutions, government agencies and private research organizations, also compete with
us in recruiting and retaining highly qualified scientific personnel and consultants. Our ability to compete successfully with other companies
in the pharmaceutical field will also depend to a considerable degree on the continuing availability of capital to us.

 Although there are not currently any therapies
approved by the FDA specifically for the treatment of ascites due to liver cirrhosis, we still face significant competitive and market
risk. Other companies, such as Ocelot Bio, are developing therapies for severe complications of advanced liver cirrhosis, which may in
the future be developed for the treatment of ascites, and these therapies could compete indirectly or directly with our product candidate.
Similarly, other companies, such as Biogen and Eli Lilly, are developing treatments for AD and PD, which could compete indirectly or directly
with our product candidate. There may be other competitive development programs of which we are unaware. Even if our product candidates
are ultimately approved by the FDA, there is no guarantee that once it is on the market doctors will adopt them in favor of current ascites
treatment procedures such as diuretics and paracentesis with respect to BIV201 and AD and PD with respect to bezisterim (NE3107). These
competitive and market risks could have a material adverse effect on our business, prospects, financial condition and results of operations
which may cause you to lose all of your investment.

 Our competition will be determined in part by
the potential indications for which drugs are developed and ultimately approved by regulatory authorities. Additionally, the timing of
the market introduction of some of our potential product candidate or of competitors' products may be an important competitive factor.
Accordingly, the relative speed with which we can develop drugs, complete pre-clinical testing, clinical trials, approval processes and
supply commercial quantities to market are important competitive factors. We expect that competition among drugs approved for sale will
be based on various factors, including product efficacy, safety, reliability, availability, price and patent protection.

 The successful development of biopharmaceuticals
is highly uncertain. A variety of factors including, pre-clinical study results or regulatory approvals, could cause us to abandon the
development of our product candidates.

 There may be conflicts of interest among
our officers, directors and stockholders.

 Certain of our executive officers and directors
and their affiliates are engaged in other activities and have interests in other entities on their own behalf or on behalf of other persons.
Neither we nor any of our shareholders will have any rights in these ventures or their income or profits. In particular, our executive
officers or directors or their affiliates may have an economic interest in or other business relationship with partner companies that
invest in us or are engaged in competing drug development. Our executive officers or directors may have conflicting fiduciary duties to
us and third parties. The terms of transactions with third parties may not be subject to arm's length negotiations and therefore
may be on terms less favorable to us than those that could be procured through arm's length negotiations. Although we have established
an audit committee comprised solely of independent directors to oversee transactions between us and our insiders, we do not have any formal
policies in place to deal with such conflicting fiduciary duties should such a conflict arise.

 We indemnify our officers and directors
against liability to us and our security holders, and such indemnification could increase our operating costs.

 Our Articles of Incorporation and Bylaws require
us to indemnify our officers and directors against claims associated with carrying out the duties of their offices. We are also required
to advance the costs of certain legal defenses upon the indemnitee undertaking to repay such expenses to the extent it is determined that
such person was not entitled to indemnification of such expenses. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our officers, directors, or control persons, the Commission has advised that such indemnification is against
public policy and is therefore unenforceable.

 Risks Relating to Our Intellectual Property

 We may be unable to obtain or protect intellectual
property rights relating to our product candidates, which could have a materially adverse effect on our business.

 Our ability to compete effectively will depend
on our ability to maintain the proprietary nature of our technologies. We cannot assure investors that we will continue to innovate and
file new patent applications, or that if filed any future patent applications will result in granted patents with respect to the technology
owned by us or licensed to us. Further, we cannot predict how long it will take for such patents to issue, if at all. The patent position
of pharmaceutical or biotechnology companies, including ours, is generally uncertain and involves complex legal and factual considerations
and, therefore, validity and enforceability cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated
or circumvented.

 We have five (5) granted and seven (7) pending
patent applications for our liquid formulations of terlipressen that claim priority to PCT/US2020/034269 filed on May 22, 2020 and published
as WO2020/237170. We also have thirteen (13) issued U.S. patents, five (5) pending U.S. applications, three(3) pending Patent Cooperation
Treaty applications four (4) issued foreign patents and eight (8) pending foreign patent applications directed to protecting bezisterim
(NE3107) and related compounds and methods of making and using thereof. However, there can be no assurance that our pending patent applications
will result in issued patents, or that any issued patent claims from pending or future patent applications will be sufficiently broad
to protect BIV201, bezisterim (NE3107), or any other product candidates or to provide us with competitive advantages.

 We can provide no assurance that any issued patents
will provide us with any competitive advantage. We cannot be certain that there is no invalidating prior art of which we and the patent
examiner are unaware or that our interpretation of the relevance of prior art is correct. If a third-party patent or patent application
is determined to have an earlier priority date, it may prevent our patent applications from issuing at all or issuing in a form that provides
any competitive advantage for our drug candidates. Failure to obtain additional issued patents could have a material adverse effect on
our ability to develop and commercialize our drug candidates. Even if our patent applications do issue as patents, third parties may be
able to challenge the validity and enforceability of our patents on a variety of grounds, including that such third party's patents
and patent applications have an earlier priority date, and if such challenges are successful, we may be required to obtain one or more
licenses from such third parties, if available on commercially reasonable terms, or be prohibited from commercializing our drug candidates.

 We seek to protect our proprietary positions by,
among other things, filing patent applications in the United States and abroad related to our current drug candidates and other drug candidates
that we may identify. Obtaining, maintaining, defending and enforcing pharmaceutical patents is costly, time-consuming and complex, and
we may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents
that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify
patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, under certain of
our license or collaboration agreements, we may not have the right to control the preparation, filing, prosecution and maintenance of
patent applications, or to maintain the rights to patents licensed to or from third parties.

 We currently are the assignee of a number of U.S.
provisional patent applications. U.S. provisional patent applications are not eligible to become issued patents until, among other things,
we file a non-provisional patent application within 12 months of filing one or more of our related provisional patent applications. With
regard to such U.S. provisional patent applications, if we do not timely file any non-provisional patent applications, we may lose our
priority dates with respect to our provisional patent applications and any patent protection on the inventions disclosed in our provisional
patent applications. Further, in the event that we do timely file non-provisional patent applications relating to our provisional patent
applications, we cannot predict whether any such patent applications will result in the issuance of patents or if such issued patents
will provide us with any competitive advantage.

 As to our material inventions, trade secrets,
and intellectual property, our employees, consultants, and advisors execute confidentiality agreements and agree to disclose and assign
to us all inventions conceived during the workday, using our property, or which relate to our business. However, any of these parties
may breach these agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent
protection. Further, we may not be aware of all third-party intellectual property rights potentially relating to our drug candidates.
Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United
States and other jurisdictions are typically not published until 18 months after filing or, in some cases, not at all. Therefore, we cannot
know with certainty whether we were the first to make the inventions claimed in our patents or pending patent applications, or that we
were the first to file for patent protection of such inventions.

 The patent position of pharmaceutical companies
generally is highly uncertain, involves complex legal, technological and factual questions and has, in recent years, been the subject
of much debate and litigation throughout the world. In addition, the laws of foreign countries may not protect our rights to the same
extent as the laws of the United States, or vice versa. The standards that the United States Patent and Trademark Office (the "USPTO")
(and foreign countries) use to grant patents are not always applied predictably or uniformly and can change. There is also no uniform,
worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly,
we do not know the degree of future protection for our proprietary rights or the breadth of claims that will be allowed in any patents
issued to us or to others. The issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain.
The subject matter claimed in a patent application can be significantly reduced or eliminated before the patent issues, if at all, and
its scope can be reinterpreted or narrowed after issuance. Therefore, our pending and future patent applications may not result in patents
being issued in relevant jurisdictions that protect our drug candidates, in whole or in part, or that effectively prevent others from
commercializing competitive drug candidates, and even if our patent applications issue as patents in relevant jurisdictions, they may
not issue in a form that will provide us with any meaningful protection for our drug candidates or technology, prevent competitors from
competing with us or otherwise provide us with any competitive advantage. Additionally, our competitors may be able to circumvent our
patents by challenging their validity or by developing similar or alternative drug candidates or technologies in a non-infringing manner.

 The issuance of a patent is not conclusive as
to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United
States and abroad. We may be subject to a third-party preissuance submission of prior art to the USPTO, or become involved in opposition,
derivation, reexamination, inter partes review, post-grant review or interference proceedings challenging our patent rights or
the patent rights of others, or other proceedings in the USPTO or applicable foreign offices that challenge priority of invention or other
features of patentability. An adverse determination in any such submission, proceeding or litigation could result in loss of exclusivity
or ability to sell our products free from infringing the patents of third parties, patent claims being narrowed, invalidated or held unenforceable,
in whole or in part, and limitation of the scope or duration of the patents directed to our drug candidates, all of which could limit
our ability to stop others from using or commercializing similar or identical drug candidates or technology to compete directly with us,
without payment to us, or result in our inability to manufacture or commercialize drug candidates or approved products (if any) without
infringing third-party patent rights. In addition, if the breadth or strength of the claims of our patents and patent applications is
threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current
or future drug candidates, or could have a material adverse effect on our ability to raise funds necessary to continue our research programs
or clinical trials. Such proceedings also may result in substantial cost and require significant time from our scientists and management,
even if the eventual outcome is favorable to us.

 In addition, given the amount of time required
for the development, testing and regulatory review of new drug candidates, patents protecting such candidates might expire before or shortly
after such candidates are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others
from commercializing products or technology similar or identical to ours for a meaningful amount of time, or at all. Moreover, some of
our licensed patents and owned or licensed patent applications may in the future be co-owned with third parties. If we are unable to obtain
exclusive licenses to any such co-owners' interest in such patents or patent applications, such co-owners may be able to license
their rights to other third parties, including our competitors, and our competitors could market competing products and technology. In
addition, we may need the cooperation of any such co-owners in order to enforce such patents against third parties, and such cooperation
may not be provided to us. Any of the foregoing could harm our competitive position, business, financial condition, results of operations
and prospects.

 Further, we rely on a combination of trade secrets,
know-how, technology and nondisclosure, and other contractual agreements and technical measures to protect our rights in the technology.
If any trade secret, know-how or other technology not protected by a patent were to be disclosed to or independently developed by a competitor,
our business and financial condition could be materially and adversely affected. The laws of some foreign countries do not protect our
proprietary rights to the same extent as the laws of the U.S., and we may encounter significant problems in protecting our proprietary
rights in these countries.

 Our success depends in significant part on our
ability to obtain, maintain, enforce and defend patents and other intellectual property rights with respect to our drug candidates and
technology and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights of
others. If we are unable to obtain and maintain sufficient intellectual property protection for our drug candidates or other drug candidates
that we may identify, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors and
other third parties could develop and commercialize drug candidates similar or identical to ours, and our ability to successfully commercialize
our drug candidates and other drug candidates that we may pursue may be impaired.

 Confidentiality agreements with employees
and others may not adequately prevent disclosure of trade secrets and other proprietary information and disclosure of our trade secrets
or proprietary information could compromise any competitive advantage that we have, which could have a materially adverse effect on our
business.

 Our success depends, in part, on our ability to
protect our proprietary rights to the technologies used in our product candidates. We depend heavily upon confidentiality agreements with
our officers, employees, consultants and subcontractors to maintain the proprietary nature of our technology. These measures may not afford
us complete or even sufficient protection, and may not afford an adequate remedy in the event of an unauthorized disclosure of confidential
information. If we fail to protect and/or maintain our intellectual property, third parties may be able to compete more effectively against
us, we may lose our technological or competitive advantage, and/or we may incur substantial litigation costs in our attempts to recover
or restrict use of our intellectual property. In addition, others may independently develop technology similar to ours, otherwise avoiding
the confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition
and results of operations, in which event you could lose all of your investment.

 We may enter into licensing and collaboration
agreements with third parties. If we fail to comply with our obligations in the agreements under which we license intellectual property
rights to or from third parties, or these agreements are terminated, or we otherwise experience disruptions to our business relationships
with our licensors or licensees, our competitive position, business, financial condition, results of operations and prospects could be
harmed.

 It may be necessary for us to use the patented
or proprietary technology of third parties to commercialize our products (if approved), in which case we would be required to obtain a
license from these third parties. The licensing of third-party intellectual property rights is a competitive area, and more established
companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary.
More established companies may have a competitive advantage over us due to their size, capital resources and greater clinical development
and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights
to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate
return on our investment or at all. If we are unable to license such technology, or if we are forced to license such technology on unfavorable
terms, our business could be materially harmed.

 We may fail to obtain any of these licenses or
intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby
giving our competitors access to the same technologies licensed to us. Licenses may not provide us with exclusive rights to use the applicable
intellectual property and technology in all relevant fields of use and in all territories in which we may wish to develop or commercialize
our drug candidates, products (if approved) and technology in the future. In that event, we may be required to expend significant time
and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the
affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek
either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms
of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology.
Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors, and
we may not be able to prevent competitors from developing and commercializing competitive products or technologies.

 In addition, in some circumstances, we may not
have the right to control the preparation, filing and prosecution of patent applications or to maintain, defend and enforce the patents
that we license to or from third parties, and we may have to rely on our partners to fulfill these responsibilities. If our current or
future licensors, licensees or collaborators fail to prepare, file, prosecute, maintain, enforce, and defend licensed patents and other
intellectual property rights, such rights may be reduced or eliminated, and our right to develop and commercialize any of our drug candidates
or technology that are the subject of such licensed rights could be adversely affected. In addition, our licensors may own or control
intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that
we are infringing or otherwise violating the licensor's rights.

 If we fail to comply with our obligations, including
the obligation to make various milestone payments and royalty payments, under any of the agreements under which we license intellectual
property rights from third parties, the licensor may have the right to terminate the license. If any of our license agreements is terminated,
the underlying licensed patents fail to provide the intended exclusivity or we otherwise experience disruptions to our business relationships
with our licensors, we could lose intellectual property rights that are important to our business or be prevented from developing and
commercializing our drug candidates, and competitors could have the freedom to seek regulatory approval of, and to market, products identical
to ours. Termination of these agreements or reduction or elimination of our rights under these agreements may also result in our having
to negotiate new or reinstated agreements with less favorable terms, cause us to lose our rights under these agreements, including our
rights to important intellectual property or technology, or impede, delay or prohibit the further development or commercialization of
one or more drug candidates that rely on such agreements. It is possible that we may be unable to obtain any additional licenses at a
reasonable cost or on reasonable terms, if at all. In that event, we may be required to expend significant time and resources to redesign
our drug candidates or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible
on a technical or commercial basis

 Licensing of intellectual property is of critical
importance to our business and involves complex legal, business and scientific issues and certain provisions in intellectual property
license agreements may be susceptible to multiple interpretations. Disputes may arise between us and our licensing partners regarding
intellectual property subject to a license agreement, including:

 the scope of rights granted under the license agreement and other interpretation-related issues;

 whether and the extent to which technology and processes of one party infringe intellectual property of the other party that are not subject to the licensing agreement;

 rights to sublicense patent and other rights to third parties;

 any diligence obligations with respect to the use of the licensed technology in relation to development and commercialization of our drug candidates, and what activities satisfy those diligence obligations;

 the ownership of inventions and know-how resulting from the joint creation or use of intellectual property;

 rights to transfer or assign the license; and

 the effects of termination.

 The resolution of any contract interpretation
disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology,
or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could harm our business,
financial condition, results of operations and prospects. If disputes over intellectual property that we have licensed prevent or impair
our ability to maintain our current licensing arrangements on acceptable terms or at all, we may be unable to successfully develop and
commercialize the affected drug candidates. Moreover, any dispute or disagreement with our licensing partners may result in the delay
or termination of the research, development or commercialization of our drug candidates or any future drug candidates, and may result
in costly litigation or arbitration that diverts management attention and resources away from our day-to-day activities, which may adversely
affect our business, financial condition, results of operations and prospects.

 Furthermore, current and future collaborators
or strategic partners may develop, either alone or with others, products in related fields that are competitive with the products or potential
products that are the subject of these collaborations. Competing products, either developed by our collaborators or strategic partners
or to which the collaborators or strategic partners have rights, may result in the withdrawal of partner support for our drug candidates.
Any of these developments could harm our product development efforts.

 In addition, if our licensors fail to abide by
the terms of the license, if the licensors fail to prevent infringement by third parties or if the licensed patents or other rights are
found to be invalid or unenforceable, our business, competitive position, financial condition, results of operations and prospects could
be materially harmed.

 Some of our intellectual property may be
subject to federal regulations such as "march-in" rights, certain reporting requirements and a preference for U.S.-based companies
if it is determined that our intellectual property has been discovered through government-funded programs. Compliance with such regulations
may limit our exclusive rights, and limit our ability to contract with non-U.S. manufacturers.

 Some of the intellectual property rights we have
acquired or licensed or may acquire or license in the future may have been generated through the use of U.S. government funding and may
therefore be subject to certain federal regulations. These U.S. government rights include a non-exclusive, non-transferable, irrevocable
worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited
circumstances, to require us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third
party if it determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary
to meet public health or safety needs; or (iii) government action is necessary to meet requirements for public use under federal regulations
(also referred to as "march-in rights"). The U.S. government also has the right to take title to these inventions if the grant
recipient fails to disclose the invention to the government or fails to file an application to register the intellectual property within
specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements,
compliance with which may require us to expend substantial resources. In addition, the U.S. government requires that any products embodying
any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States. This
preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual
property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that
would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially
feasible. This preference for U.S. industry may limit our ability to contract with non-U.S. product manufacturers for products relating
to such intellectual property. To the extent any of our future intellectual property is also generated through the use of U.S. government
funding, the provisions of the Bayh-Dole Act may similarly apply.

 Patent terms may be inadequate to establish
our competitive position on our drug candidates for an adequate amount of time.

 Patents have a limited lifespan. In the United
States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional
filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents
directed to our drug candidates are obtained, once the patent life has expired for a drug candidate, we may be open to competition from
competitive medications, including generic versions. Given the amount of time required for the development, testing and regulatory review
of new drug candidates, patents directed towards such drug candidates might expire before or shortly after such drug candidates are commercialized.
As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing
drug candidates similar or identical to ours for a meaningful amount of time, or at all.

 Depending upon the timing, duration and conditions
of any FDA marketing approval of our drug candidates, one or more of our owned or licensed U.S. patents may be eligible for limited patent
term extension under the Hatch-Waxman Act, and similar legislation in the EU and certain other countries. The Hatch-Waxman Act permits
a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during
product development and the FDA regulatory review process. However, we may not receive an extension if we fail to exercise due diligence
during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of
relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the length of the extension could be less than we request.
Only one patent per approved product can be extended, the extension cannot extend the total patent term beyond 14 years from approval
and only those claims for the approved drug, a method for using it or a method for manufacturing it may be extended. If we are unable
to obtain patent term extension or the term of any such extension is less than we request, the period during which we can enforce our
patent rights for the applicable drug candidate will be shortened and our competitors may obtain approval to market competing products
sooner. As a result, our revenue from applicable products could be reduced. Further, if this occurs, our competitors may take advantage
of our investment in development and trials by referencing our clinical and nonclinical data and launch their product earlier than might
otherwise be the case, and our competitive position, business, financial condition, results of operations and prospects could be materially
harmed.

 We may not be able to protect our intellectual
property rights throughout the world.

 Filing, prosecuting, maintaining, defending and
enforcing patents on our drug candidates in all countries throughout the world would be prohibitively expensive, and consequently our
intellectual property rights in some countries outside the United States may be less extensive than those in the United States. In addition,
the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United
States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States,
or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may
use our technologies in jurisdictions where we have not obtained patents to develop their own products and may export otherwise infringing
products to territories where we have patents, but enforcement rights are not as strong as those in the United States. These products
may compete with our drug candidates and our patents or other intellectual property rights may not be effective or sufficient to prevent
them from competing.

 Many companies have encountered significant problems
in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the
enforcement or protection of patents, trade secrets and other intellectual property, which could make it difficult for us to stop the
infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally.
Proceedings to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts
and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent
applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that
we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.

 Many foreign countries, including some EU countries,
India, Japan and China, have compulsory licensing laws under which a patent owner may be compelled under specified circumstances to grant
licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors.
In those countries, we may have limited remedies if patents are infringed or if we are compelled to grant a license to a third party,
which could materially diminish the value of the applicable patents and limit our potential revenue opportunities. Accordingly, our efforts
to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual
property that we develop or license, which could adversely affect our business, financial condition, results of operations and prospects.

 In 2012, the European Patent Package, or EU Patent
Package, regulations were passed with the goal of providing a single pan-European Unitary Patent and a new European Unified Patent Court
("UPC"), for litigation involving European patents. Implementation of the EU Patent Package occurred in 2023. Under the UPC,
all European patents, including those issued prior to ratification of the European Patent Package, will by default automatically fall
under the jurisdiction of the UPC. The UPC will provide our competitors with a new forum to centrally revoke our European patents, and
allow for the possibility of a competitor to obtain pan-European injunctions. It will be several years before we will understand the scope
of patent rights that will be recognized and the strength of patent remedies that will be provided by the UPC. Under the EU Patent Package
as currently proposed, we will have the right to opt our patents out of the UPC over the first seven years of the court's existence,
but doing so may preclude us from realizing the benefits of the new unified court.

 Changes in patent law could diminish the
value of patents in general, thereby impairing our ability to protect our drug candidates.

 Obtaining and enforcing patents in the pharmaceutical
industry is inherently uncertain, due in part to ongoing changes in the patent laws. For example, in the United States, depending on decisions
by Congress, the federal courts, and the USPTO, the laws and regulations governing patents, and interpretation thereof, could change in
unpredictable ways that could weaken our and our collaborators' or licensors' ability to obtain new patents or to enforce
existing or future patents. For example, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the
scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. Therefore,
there is increased uncertainty with regard to our and our collaborators' or licensors' ability to obtain patents in the future,
as well as uncertainty with respect to the value of patents once obtained.

 Patent reform legislation could increase the uncertainties
and costs surrounding the prosecution of our and our collaborators' or licensors' patent applications and the enforcement
or defense of our or our collaborators' or licensors' issued patents. For example, assuming that other requirements for patentability
are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside
the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith America
Invents Act (the "Leahy-Smith Act"), enacted in September 2011, the United States transitioned to a first inventor to file
system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled
to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. The Leahy-Smith Act also
includes a number of significant changes that affect the way patent applications are prosecuted and may also affect patent litigation.
These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to challenge
the validity of a patent by USPTO-administered post-grant proceedings, including post-grant review, inter partes review and derivation
proceedings. The USPTO has developed regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive
changes to patent law associated with the Leahy-Smith Act, particularly the first inventor-to-file provisions. Accordingly, it is not
clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation
could increase the uncertainties and costs surrounding the prosecution of our or our licensors' patent applications and the enforcement
or defense of our or our licensors' issued patents. Similarly, statutory or judicial changes to the patent laws of other countries
may increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents.
Any of the foregoing could harm our business, financial condition, results of operations and prospects.

 We may become involved in lawsuits to protect
or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful, and issued patents directed
towards our technology and drug candidates could be found invalid or unenforceable if challenged.

 We are not aware that our patents directed to
either BIV201 or bezisterim (NE3107), the product candidates we are currently developing, are infringed by third parties. However, there
can be no assurance that our patents will not be found in the future to be infringed by others. Any patents we do obtain may be challenged
by reexamination or otherwise invalidated or eventually found unenforceable. Both the patent application process and the process of managing
patent disputes can be time-consuming and expensive.

 Significantly, our pending patent applications
cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from
such applications. Our ability to enforce patent rights also depends on our ability to identify infringement. It may be difficult to identify
infringers who do not advertise the components or methods that are used in connection with their products and services. Moreover, it may
be difficult or impossible to obtain evidence of infringement in a competitor's or potential competitor's product or service.
Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe
their patents or that our patents are invalid or unenforceable. In a patent infringement proceeding, a court may decide that a patent
of ours is invalid or unenforceable, in whole or in part, construe the patent's claims narrowly or refuse to stop the other party
from using the technology at issue on the grounds that our patents do not cover the technology. An adverse result in any litigation proceeding
could put one or more of our owned or licensed patents at risk of being invalidated, held unenforceable or interpreted narrowly. We may
find it impractical or undesirable to enforce our intellectual property against some third parties.

 If we were to initiate legal proceedings against
a third party to enforce a patent directed to our drug candidates, or one of our future drug candidates, the defendant could counterclaim
that our patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or
unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements,
including lack of novelty, obviousness, non-enablement or insufficient written description. Grounds for a presentability assertion could
be an allegation that someone connected with prosecution of the patent withheld material information from the USPTO or made a misleading
statement during prosecution. Third parties may also raise similar claims before the USPTO or an equivalent foreign body, even outside
the context of litigation. Potential proceedings include reexamination, post-grant review, inter partes review, interference proceedings,
derivation proceedings and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result
in the revocation of, cancellation of, or amendment to our patents in such a way that they no longer cover our technology or any drug
candidates that we may develop. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect
to the validity question, for example, we cannot be certain that there is no invalidating prior art of which we and the patent examiner
were unaware during prosecution. These assertions may also be based on information known to us or the USPTO. If a defendant were to prevail
on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent rights directed towards
the applicable drug candidates or technology related to the patent rendered invalid or unenforceable. Such a loss of patent rights would
materially harm our business, financial condition, results of operations and prospects.

 Interference proceedings provoked by third parties
or brought by us or declared by the USPTO may be necessary to determine the priority of inventions with respect to our patents or patent
applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from
the prevailing party. Our business could be materially harmed if the prevailing party does not offer us a license on commercially reasonable
terms or at all.

 Furthermore, because of the substantial amount
of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could
be compromised by disclosure during this type of litigation.

 The pharmaceutical industry is characterized by
extensive litigation regarding patents and other intellectual property rights. Moreover, the cost to us of any litigation or other proceeding
relating to our patents and other intellectual property rights, even if resolved in our favor, could be substantial, and the litigation
would divert our management's efforts. We may not have sufficient resources to bring any such action to a successful conclusion.
Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations and
you could lose all of your investment.

 Some of our competitors are larger than we are
and have substantially greater resources. They are, therefore, likely to be able to sustain the costs of complex patent litigation or
proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property
portfolios. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing, misappropriating or otherwise
violating our intellectual property. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property
claims could result in substantial costs and diversion of management resources, which could harm our business. In addition, the uncertainties
associated with litigation could compromise our ability to raise the funds necessary to continue our clinical trials, continue our internal
research programs, or in-license needed technology or other drug candidates. There could also be public announcements of the results of
the hearing, motions, or other interim proceedings or developments. If securities analysts or investors perceive those results to be negative,
it could cause the price of shares of our Common Stock to decline. Any of the foregoing events could harm our business, financial condition,
results of operation and prospects.

 We may not identify relevant third-party
patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might subject us to infringement
claims or adversely affect our ability to develop and market our drug candidates.

 We cannot guarantee that any of our or our licensors'
patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant
patents, are complete or thorough, nor can we be certain that we have identified each and every third-party patent and pending patent
application in the United States and abroad that is relevant to or necessary for the commercialization of our drug candidates in any jurisdiction.
For example, U.S. patent applications filed before November 29, 2000 and certain U.S. patent applications filed after that date that will
not be filed outside the United States remain confidential until patents issue. As mentioned above, patent applications in the United
States and elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest
filing date being commonly referred to as the priority date. Therefore, patent applications covering our drug candidates could have been
filed by third parties without our knowledge. Additionally, pending patent applications that have been published can, subject to certain
limitations, be later amended in a manner that could cover our drug candidates or the use of our drug candidates. The scope of a patent
claim is determined by an interpretation of the law, the written disclosure in a patent and the patent's prosecution history. Our
interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact our ability
to market our drug candidates. We may incorrectly determine that our drug candidates are not covered by a third-party patent or may incorrectly
predict whether a third party's pending application will issue with claims of relevant scope. Our determination of the expiration
date of any patent in the United States or abroad that we consider relevant may be incorrect, which may negatively impact our ability
to develop and market our drug candidates. Our failure to identify and correctly interpret relevant patents may negatively impact our
ability to develop and market our drug candidates.

 In addition, if we fail to identify and correctly
interpret relevant patents, we may be subject to infringement claims. We cannot guarantee that we will be able to successfully settle
or otherwise resolve such infringement claims. If we fail in any such dispute, in addition to being forced to pay damages, which may be
significant, we may be temporarily or permanently prohibited from commercializing any of our drug candidates that are held to be infringing.
We might, if possible, also be forced to redesign drug candidates so that they no longer infringe the third-party intellectual property
rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources
that we would otherwise be able to devote to our business and could adversely affect our business, financial condition, results of operations
and prospects.

 Third parties may initiate legal proceedings
alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would
be uncertain and could negatively impact the success of our business.

 Our commercial success depends upon our ability
to develop, manufacture, market and sell our drug candidates and use our proprietary technologies without infringing, misappropriating
or otherwise violating the intellectual property and other proprietary rights of third parties. There is considerable intellectual property
litigation in the pharmaceutical industry. We may become party to, or be threatened with, future adversarial proceedings or litigation
regarding intellectual property rights with respect to our drug candidates and their manufacture and our other technology, including reexamination,
interference, post-grant review, inter partes review or derivation proceedings before the USPTO or an equivalent foreign body.
Numerous U.S.- and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we are developing
our drug candidates. Third parties may assert infringement claims against us based on existing patents or patents that may be granted
in the future, regardless of their merit.

 We do not believe that either BIV201 or bezisterim
(NE3107), the product candidates we are currently developing, infringe the patents of any third parties. However, there can be no assurance
that our technology will not be found in the future to infringe the patents of others. Moreover, patent applications are in some cases
maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs
substantially later than the date on which the underlying discoveries were made and patent applications were filed. Because patents can
take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents
that our products or product candidates infringe. For example, pending applications may exist that provide support or can be amended to
provide support for a claim that results in an issued patent that our product infringes.

 Even if we believe third-party intellectual property
claims are without merit, there is no assurance that a court would find in our favor on questions of claim scope, infringement, validity,
enforceability or priority. A court of competent jurisdiction could hold that third-party patents asserted against us are valid, enforceable
and infringed, which could materially and adversely affect our ability to commercialize any drug candidates we may develop and any other
drug candidates or technologies covered by the asserted third-party patents. In order to successfully challenge the validity of any such
U.S. patent in federal court, we would need to overcome a presumption of validity. As this burden is a high one requiring us to present
clear and convincing evidence as to the invalidity of any such U.S. patent claim, there is no assurance that a court of competent jurisdiction
would invalidate the claims of any such U.S. patent.

 If we are found to infringe, misappropriate or
otherwise violate a third party's intellectual property rights, and we are unsuccessful in demonstrating that such rights are invalid
or unenforceable, we could be required to obtain a license from such a third party in order to continue developing and marketing our products
and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were
able to obtain a license, it could be or may become non-exclusive, thereby giving our competitors access to the same technologies licensed
to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. A finding of infringement
could prevent us from commercializing our drug candidates or force us to cease some of our business operations. In the event of a successful
claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys' fees for willful
infringement, pay royalties and other fees, redesign our infringing drug candidate or obtain one or more licenses from third parties,
which may be impossible or require substantial time and monetary expenditure. Claims that we have misappropriated the confidential information
or trade secrets of third parties could have a similar negative impact on our business. Any of the foregoing events would harm our business,
financial condition, results of operations and prospects.

 We may be subject to claims by third parties
asserting that we or our employees have infringed, misappropriated or otherwise violated their intellectual property rights, or claiming
ownership of what we regard as our own intellectual property.

 Many of our employees were previously employed
at other biotechnology or pharmaceutical companies. Although we try to ensure that our employees, consultants and advisors do not use
the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have
used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual's former
employer. We may also be subject to claims that patents and applications we have filed to protect inventions made on our behalf by our
employees, consultants and advisors, even those related to one or more of our drug candidates, are rightfully owned by their former or
concurrent employer. Litigation may be necessary to defend against these claims

 If we fail in prosecuting or defending any such
claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful
in prosecuting or defending against such claims, litigation could result in substantial costs, delay development of our drug candidates
and be a distraction to management. Any of the foregoing events would harm our business, financial condition, results of operations and
prospects.

 We may be subject to claims challenging
the inventorship of our patents and other intellectual property.

 We or our licensors may be subject to claims that
former employees, collaborators or other third parties have an interest (including co-ownership or ownership) in our owned or in-licensed
patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, we or our licensors or collaborators
may have inventorship disputes arising from conflicting obligations of employees, consultants or others who are involved in developing
our drug candidates. While it is our policy to require our employees and contractors who may be involved in the development of intellectual
property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with
each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing
or may be breached, and litigation may be necessary to defend against these and other claims challenging inventorship or our or our licensors'
or collaborators' ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we or our licensors
or collaborators fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property
rights, such as exclusive ownership of, or right to use, intellectual property that is important to our drug candidates. Even if we are
successful in defending against such claims, these claims may create considerable distraction to management and other employees of the
company. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

 Intellectual property rights do not necessarily
address all potential threats.

 The degree of future protection, if any, afforded
by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect
our business or permit us to maintain our competitive advantage. For example:

 others may be able to make products that are similar to any drug candidates we may develop or utilize similar technology but that are not covered by the claims of the patents that we license or may own in the future;

 we, or our current or future licensors or collaborators, might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or may own in the future;

 we, or our current or future licensors or collaborators might not have been the first to file patent applications covering certain of our or their inventions;

 others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights;

 it is possible that our pending owned or licensed patent applications or those that we may own or license in the future will not lead to issued patents;

 issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors;

 our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

 we may not develop additional proprietary technologies that are patentable;

 the intellectual property rights of others may harm our business; and

 we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent directed to such intellectual property.

 Should any of these events occur, they could harm
our business, financial condition, results of operations and prospects.

 Intellectual property
litigation may lead to unfavorable publicity that harms our reputation and causes the market price of shares of our Common Stock to decline.

 During the course of
any intellectual property litigation, there could be public announcements of the initiation of the litigation as well as results of hearings,
rulings on motions, and other interim proceedings in the litigation. If securities analysts or investors regard these announcements as
negative, the perceived value of our existing products, programs or intellectual property could be diminished. Accordingly, the market
price of shares of our Common Stock may decline. Such announcements could also harm our reputation or the market for our future products,
which could have a material adverse effect on our business.

 Risks Relating to Our Common Stock

 Our stock price is and may continue to be
volatile and you may not be able to resell our Common Stock at or above the price you paid.

 The market price for our Common Stock is volatile
and may fluctuate significantly in response to a number of factors, many of which we cannot control, such as quarterly fluctuations in
financial results, the timing and our ability to advance the development of our product candidates or changes in securities analysts'
recommendations could cause the price of our stock to fluctuate substantially. In addition, stock markets generally have recently experienced
volatility. Our stock price is likely to experience significant volatility in the future. The price of our Common Stock may decline and
the value of any investment in our Common Stock may be reduced regardless of our performance. Further, the daily trading volume of our
Common Stock has historically been relatively low. As a result of the historically low volume, our shareholders may be unable to sell
significant quantities of Common Stock in the public trading markets without a significant reduction in the price of our shares of Common
Stock. Each of these factors, among others, could harm your investment in our Common Stock and could result in your being unable to resell
the shares of our Common Stock that you purchase at a price equal to or above the price you paid.

 In the past, when the market price of a stock
has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of our
stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our
management would be diverted from the operation of our business.

 You may experience future dilution as a
result of future equity offerings or if we issue shares subject to options, warrants, stock awards or other arrangements.

 In order to raise additional capital, we may in
the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock in any
other offering at a price per share that is less than the current market price of our securities, and investors purchasing shares or other
securities in the future could have rights superior to existing stockholders. The sale of additional shares of our Common Stock or other
securities convertible into or exchangeable for our Common Stock would dilute all of our stockholders, and if such sales of convertible
securities into or exchangeable into our Common Stock occur at a deemed issuance price that is lower than the current exercise price of
our outstanding warrants sold to Acuitas Group Holdings, LLC ("Acuitas") in August 2022 (the "Acuitas Warrants"),
the exercise price for those warrants would adjust downward to the deemed issuance price pursuant to price adjustment protection contained
within those warrants.

 As of June 30, 2025, there were warrants outstanding
to purchase an aggregate of 960,098 shares of our Common Stock at exercise prices ranging from $13.70 to $1,250.00 per share, 84,872 shares
issuable upon exercise of outstanding options at exercise prices ranging from $19.00 to $4,209.00 per share and restricted stock units
totaling 7,212. 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.

 Moreover, we are obligated to issue shares of
our Common Stock upon achievement of certain clinical, regulatory and commercial milestones with respect to certain of our drug candidates
(i.e., bezisterim (NE3107), NE3291, NE3413, and NE3789) pursuant to the asset purchase agreement, dated April 27, 2021, by and among the
Company, NeurMedix and Acuitas, as amended on May 9, 2021. The achievement of these milestones could result in the issuance of up to 180,000
shares of our Common Stock, further diluting the interest of holders of our Common Stock.

 We may, in the future, issue additional shares of Common Stock,
which would reduce investors' percent of ownership and may dilute our share value.

 As of June 30, 2025, our Articles of Incorporation,
as amended, authorize the issuance of 800,000,000 shares of Common Stock, and we had 1,917,061 shares of our Common Stock issued and 1,914,224
shares of our Common Stock issued and outstanding. Accordingly, we may issue up to an additional 798,082,939 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.

 We effected a reverse stock split on July
7, 2025, and such reverse stock split has caused and could further cause our stock price to decline relative to its value before the reverse
stock split and decrease the liquidity of shares of our common stock.

 At a special meeting of the Company's stockholders
held on June 23, 2025, the Company's stockholders approved a proposal to grant the Board authority, in its sole discretion, prior
to the one-year anniversary of such special meeting, to effect a reverse stock split of the outstanding shares of Common Stock, at a ratio
between 1-for-5 and 1-for-10. On June 26, 2025, pursuant to the authority granted by the Company's stockholders, the Board approved
a reverse stock split of our Common Stock at a ratio of 1-for-10 (the "Reverse Stock Split"). The Reverse Stock Split
became effective at 12:01 a.m. Eastern Time on July 7, 2025. The Reverse Stock split has caused a decline in the value of our outstanding
Common Stock and there is no assurance that the Reverse Stock Split will not cause further decline in the value of our outstanding
Common Stock. The liquidity of the shares of our Common Stock may be affected adversely by the Reverse Stock Split given the
reduced number of shares that are outstanding following the Reverse Stock Split, especially if the market price of our Common Stock
does not increase as a result of the Reverse Stock Split. In addition, the Reverse Stock Split has increased the number
of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience
an increase in the cost of selling their shares and greater difficulty effecting such sales

 The market price and trading volume of our
Common Stock may be volatile.

 The market price and trading volume of our Common
Stock has been volatile. We expect that the market price of our Common Stock will continue to fluctuate significantly for many reasons,
including in response to the risk factors described in this prospectus or for reasons unrelated to our specific performance. In recent
years, the stock market has experienced extreme price and volume fluctuations. This volatility has affected the market prices of securities
issued by many companies for reasons unrelated to their operating performance and may adversely affect the market price and trading volume
of our Common Stock. Prices for our Common Stock may also be influenced by the depth and liquidity of the market for our Common Stock,
investor perceptions about us and our business, our future financial results, the absence of cash dividends on our Common Stock and general
economic and market conditions. In the past, securities class action litigation has often been instituted against companies following
periods of volatility in their stock price. This type of litigation could result in substantial costs and could divert our management
and other resources.

 Any failure to maintain effective internal
control over financial reporting could harm us.

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance
with U.S. generally accepted accounting principles ("GAAP"). Under standards established by the Public Company Accounting
Oversight Board ("PCAOB"), a deficiency in internal control over financial reporting exists when the design or operation of
a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements
on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not
be prevented, or detected and corrected, on a timely basis.

 If we are unable to assert that our internal control
over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable
to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence
in the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected and we could
become subject to litigation or investigations by the stock exchange on which our securities are listed, the Commission or other regulatory
authorities, which could require additional financial and management resources.

 There is a limited trading market for
our Common Stock, which could make it difficult to liquidate an investment in our Common Stock, in a timely manner.

 Our Common Stock is currently traded on the Nasdaq
Capital Market. Because there is a limited public market for our Common Stock, investors may not be able to liquidate their investment
whenever desired. We cannot assure that there will be an active trading market for our Common Stock and the lack of an active public trading
market could mean that investors may be exposed to increased risk. In addition, if we failed to meet the criteria set forth in the regulations
of the Commission, various requirements would be imposed by law on broker dealers who sell our securities to persons other than established
customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock,
which may further affect its liquidity.

 The lack of public company experience of
our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws, which could
have a materially adverse effect on our business.

 Our officers have limited public company experience,
which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Such
responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies,
weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the
Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to
continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our Company.

 We are considered a smaller reporting company
that is exempt from certain disclosure requirements, which could make our stock less attractive to potential investors.

 Rule 12b-2 of the Exchange Act defines a "smaller
reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
that is not a smaller reporting company and that:

 Had a public float of less than $250 million as of the last business
day of its most recently completed fiscal quarter, computed by multiplying the aggregate number of worldwide number of shares of its
voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the
bid and asked prices of common equity, in the principle market for the common equity; or

 In the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

 In the case of an issuer who had annual revenue of less than $100 million during the most recently completed fiscal year for which audit financial statements are available, had a public float as calculated under paragraph (1) or (2) of this definition that was either zero or less than $700 million.

 As a "smaller reporting company" we
are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we provide only 3 years of
business development information; and have other "scaled" disclosure requirements that are less comprehensive than issuers
that are not "smaller reporting companies" which could make our stock less attractive to potential investors, which could
make it more difficult for you to sell your shares.

 We are subject to the periodic reporting
requirements of the Exchange Act, which require us to incur audit fees and legal fees in connection with the preparation of such reports.
These additional costs will negatively affect our ability to earn a profit.

 We are required to file periodic reports with
the Commission pursuant to the Exchange Act and the rules and regulations thereunder. In order to comply with such requirements, our independent
registered auditors have to review our financial statements on a quarterly basis and audit our financial statements on an annual
basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. Factors such as the number and type of
transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative
effect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs is an expense to
our operations and thus has a negative effect on our ability to meet our overhead requirements and earn a profit.

 Because we do not intend to pay any cash
dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 We intend to retain any future earnings to finance
the development and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.
Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance
that stockholders will be able to sell shares when desired.

 We are authorized to issue "blank
check" preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities.

 Our Articles of Incorporation authorize us to
issue up to 10,000,000 shares of blank check preferred stock. Any preferred stock that we issue in the future may rank ahead of our Common
Stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our Common Stock. Any preferred stock
issued may contain provisions allowing those shares to be converted into shares of Common Stock, which could dilute the value of our Common
Stock to current stockholders and could adversely affect the market price, if any, of our Common Stock. The preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of our company. Although we have
no present intention to issue any shares of our authorized preferred stock, there can be no assurance that we will not do so in the future.

 Provisions in our Articles of Incorporation,
our Bylaws, and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore,
depress the trading price of our Common Stock.

 Provisions of our Articles of Incorporation, our
Bylaws, and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our company
or changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares over
then current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they may
deem to be in their best interests. These provisions include:

 the inability of stockholders to call special meetings;

 the "business combinations" and "control share acquisitions" provisions of Nevada law, to the extent applicable, could discourage attempts to acquire our stockholders stock even on terms above the prevailing market price; and

 the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also known as a poison pill, that would dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors.

 The existence of the forgoing provisions and anti-takeover
measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter
potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 We maintain an information technology and security
program appropriate for a company our size, taking into account our operations and risks. The Company recognizes the critical importance
of maintaining the trust and confidence of our investors, employees, and vendors. The Company's cybersecurity policies and processes are
integrated into the Company's enterprise risk management program and are informed by recognized frameworks established by the National
Institute of Standards and Technology, and other applicable industry standards.

 In the ordinary course of our business, we collect,
use, store, and transmit digitally confidential, sensitive, proprietary, and personal information. The secure maintenance of this information
and our information technology systems is important to our operations and business strategy. To this end, we have implemented processes
designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems
that may result in adverse effects on the confidentiality, integrity, and availability of these systems and the data residing therein.
These processes are managed and monitored by an outside information technology vendor under the supervision of our Chief Financial Officer,
and include mechanisms, controls, technologies, systems, and other processes designed to prevent or mitigate data loss, theft, misuse,
or other security incidents or vulnerabilities affecting the data and maintain a stable and secure information technology environment.
For example, we conduct ongoing monitoring of critical systems for any compromised or potentially compromised accounts. We conduct regular
trainings on cyber and information security, along with phishing simulations, among other topics. In addition, we consult with our outside
information technology vendor on a regular basis to assist with assessing, identifying, and managing cybersecurity risks, including to
anticipate future threats and trends, and their impact on the Company's risk environment.

 In the last fiscal year, we have not identified
any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected
us, including our operations, business strategy, results of operations, or financial condition. If we were to experience a material cybersecurity
incident in the future, such incidents are reasonably likely to materially affect us, including our operations, business strategy, results
of operations, or financial condition. The Company's Board of Directors, as a whole and at the committee level, has oversight for the
most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit Committee,
which is composed solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Board receives
updates from the Company's management on cybersecurity risks on at least an annual basis.

 ITEM 2.

 PROPERTIES

 The Company pays an annual rent of $2,200 for
its headquarters at 680 W Nye Lane, Suite 201, Carson City Nevada 89703. The rental agreement was for a one-year term, that commenced
on October 1, 2022, and was subsequently renewed at each annual maturity date at the same rate.

 The Company's San Diego office lease at
5090 Shoreham Place Suite 206, San Diego, CA 92122 commenced in February 2024. The current monthly base rate for the office space is $10,024,
with an annual increase of four percent. The term for the office lease is 60 months.

 ITEM 3.

 LEGAL PROCEEDINGS

 To our knowledge, other than described below,
neither the Company nor any of our officers or directors is a party to any material legal proceeding or litigation and such persons know
of no material legal proceeding or contemplated or threatened litigation, other than as described below. There are no judgments against
us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities
or performance in corporate office.

 On January 19, 2024, a purported shareholder class
action complaint, captioned Eric Olmstead v. BioVie Inc. et al., No. 3:24-cv-00035, was filed in the U.S. District Court for
the District of Nevada, naming the Company and certain of its officers as defendants. On February 22, 2024, a second, related
putative securities class action was filed in the same court asserting similar claims against the same defendants, captioned Way v.
BioVie Inc. et al., No. 2:24-cv-00361. On April 15, 2024, the court consolidated these two actions under the caption In re BioVie
Inc. Securities Litigation, No. 3:24-cv-00035, appointed the lead plaintiff, and approved selection of the lead counsel. On June 21,
2024, the lead plaintiff filed an amended complaint, alleging that the defendants made material misrepresentations and/or omissions of
material fact relating to the Company's business, operations, compliance, and prospects, including information related to the NM101
Phase 3 study and trial of bezisterim (NE3107) in mild to moderate probable AD, in violation
of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The class action is on behalf
of purchasers of the Company's securities during the period from December 7, 2022 through November 28, 2023, and seeks unspecified
monetary damages on behalf of the putative class and an award of costs and expenses, including attorney's fees. The defendants filed
a motion to dismiss the amended complaint on August 21, 2024, and that motion was fully briefed as of December 5, 2024. On March 27, 2025,
the court denied the defendants' motion to dismiss, and the parties are now engaged in the early stages of fact discovery.

 On December 30, 2024, a shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder Andrew Hulm, allegedly on behalf
of the Company, that piggy-backs on the securities class action also pending in that court. The derivative complaint names certain current
and former officers and directors as defendants, and generally alleges that they breached their fiduciary duties by causing or failing
to prevent the securities violations alleged in the securities class action. The derivative complaint also alleges claims for unjust enrichment,
waste of corporate assets, gross mismanagement, and abuse of control as against all defendants. On March 18, 2025, the court ordered the
Hulm derivative lawsuit stayed, pending resolution of the motion to dismiss the securities class action described above.

 On April 28, 2025, a second shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder William Settel, allegedly on
behalf of the Company, that likewise piggy-backs on the securities class action. The Settel derivative complaint alleges essentially the
same claims as the Hulm derivative action against the same defendants based on the same alleged conduct specifically, claims for breach
of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, and waste of corporate assets.

 The Company believes that the claims are without
merit and intend to defend vigorously against them, but there can be no assurances as to the outcome.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 None.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Unregistered Sales of Securities

 All sales of unregistered securities during the
year ended June 30, 2025 were previously disclosed in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 Issuer Purchases of Common Stock

 During the year ended June 30, 2025, there were
no issuer repurchases of shares of Common Stock.

 ITEM 6.

 [Reserved]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion of the Company's
financial condition and the results of operations should be read in conjunction with the Financial Statements and Notes thereto appearing
elsewhere in this report.

 Overview

 BioVie Inc. (the "Company" or "we"
or "our") is a clinical-stage company developing innovative drug therapies for the treatment of neurological and neurodegenerative
disorders and advanced liver disease.

 Neurodegenerative Disease Program

 The Company acquired the biopharmaceutical
assets of NeurMedix, Inc. ("NeurMedix") a privately held clinical-stage pharmaceutical company and a related party in
June 2021. The acquired assets included NE3107 (or "bezisterim"). Bezisterim, the approved generic name for NE3107 is
an investigational, novel, orally administered small molecule that is thought to inhibit inflammation-driven insulin resistance and
major pathological inflammatory cascades with a novel mechanism of action. There is emerging scientific consensus that both
inflammation and insulin resistance may play fundamental roles in the development of Alzheimer's disease ("AD")
and Parkinson's disease ("PD"), and bezisterim could, if approved by the U.S. Food and Drug Administration
("FDA"), represent an entirely new medical approach to treating these devastating conditions affecting an estimated 6
million Americans suffering from AD, 1 million Americans suffering from PD and Long COVID affects approximately 20 million adults in
the US, and millions more worldwide.

 In neurodegenerative disease, bezisterim (NE3107)
inhibits activation of inflammatory ERK and nuclear factor kappa-light-chain-enhancer of activated B cells ("NF B")
(including interactions with TNF signaling and other relevant inflammatory pathways) that lead to neuroinflammation and insulin resistance.
Bezisterim (NE3107) does not interfere with their homeostatic functions (e.g., insulin signaling and neuron growth and survival). Both
inflammation and insulin resistance are drivers of AD and PD.

 Chronic neuroinflammation, insulin resistance,
and oxidative stress are common features in the major neurodegenerative diseases, including AD, PD, frontotemporal lobar dementia, and
Amyotrophic lateral sclerosis. Bezisterim (NE3107) is an investigational oral small molecule, blood-brain permeable, compound with potential
anti-inflammatory, insulin sensitizing, and ERK-binding properties that may allow it to selectively inhibit ERK-, NF B- and TNF-stimulated
inflammation. Bezisterim's (NE3107) potential to inhibit neuroinflammation and insulin resistance forms the basis for the Company's
work testing the molecule in AD, PD, and long COVID patients. Bezisterim (NE3107) is patented in the United States, Australia, Canada,
Europe and South Korea.

 Parkinson's Disease

 PD is driven in large part by neuroinflammation
and activation of brain microglia, leading to increased proinflammatory cytokines (particularly TNF). Multiple daily administrations of
levodopa (converted to dopamine in the brain) is the current standard of care treatment for this movement disorder. However, levodopa
effectiveness diminishes over time necessitating increased dosage and prolonged daily administration leads to side effects of uncontrolled
movements called levodopa-induced dyskinesia, commonly referred to as LID, which is exacerbated by high dose levodopa. Although levodopa
provides symptomatic benefit, it does not slow PD progression.

 The Phase 2 study of bezisterim (NE3107) for the
treatment of PD (NCT05083260), completed in December 2022, was a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics
study in PD participants treated with carbidopa/levodopa and bezisterim (NE3107). Forty-five patients with a defined L-dopa "off
state" were randomized 1:1 to placebo: bezisterim (NE3107) 20 mg twice daily for 28 days. This trial was launched with two design
objectives: 1) the primary objective was safety and a drug-drug interaction study as requested by the FDA to measure the potential for
adverse interactions of bezisterim (NE3107) with carbidopa/ levodopa; and 2) the secondary objective was to determine if preclinical indications
of promotoric activity and apparent enhancement of levodopa activity could be seen in humans. Both objectives were met.

 To extend this Phase 2 data in progressed patients,
the Company has designed a new Phase 2 study of bezisterim (NE3107) as a potential first line therapy to treat patients with new onset
PD. In July 2024, the Company submitted the new protocol and received a response from the FDA which permitted the Company to proceed with
the study. The trial commenced in April 2025.

 Long COVID Program

 In April 2024, the Company was awarded a clinical
trial grant of $13.1 million from the U.S. Department of Defense ("DOD"), awarded through the Peer Reviewed Medical Research
Program of the Congressionally Directed Medical Research Programs. In August 2024, the FD&A and the U.S. Army Medical Research and
Development Command, Office of Human Research Oversight ("OHRO") approved the Company's plan, including the FDA approving
the associated Investigation New Drug Application ("IND"), to evaluate bezisterim for the treatment of neurological symptoms
that are associated with long COVID. The trial commenced in May 2025.

 Liver Disease Program

 In liver disease, our investigational drug candidate
BIV201 (continuous infusion terlipressin), which has been granted both FDA Fast Track designation status and FDA Orphan Drug status, is
being evaluated as a treatment option for patients suffering from ascites and other life-threatening complications of advanced liver cirrhosis
caused by non-alcoholic steatohepatitis (NASH), hepatitis, and alcoholism. The initial target for BIV201 therapy was refractory ascites.
These patients suffer from frequent life-threatening complications, generate more than $5 billion in annual treatment costs, and have
an estimated 50% mortality rate within 6 to 12 months.

 After receiving guidance from the FDA regarding
the design of Phase 3 clinical testing of BIV201 for the treatment of patients with cirrhosis and ascites, the Company is now targeting
a broader ascites patient population. The Company is currently finalizing the protocol design for the Phase 3 study of BIV201 with a focus
on demonstrating clinical benefit through a composite primary endpoint of complications and disease progression in patients with cirrhosis
and ascites who have recently recovered from acute kidney injury ("AKI"). This patient population is not limited to those
having refractory ascites. BIV201 is administered as a patent-pending liquid formulation with patents issued in US, China, Japan, Chile
and India to date.

 C. Alzheimer's Disease (NCT05083260)

 On November 29, 2023, the Company announced the
analysis of its unblinded, topline efficacy data from its Phase 3 clinical trial (NCT04669028) of bezisterim in the treatment of mild
to moderate AD. The study had co-primary endpoints looking at cognition using the Alzheimer's Disease Assessment Scale-Cognitive
Scale (ADAS-Cog 12) and function using the Clinical Dementia Rating-Sum of Boxes (CDR-SB). Patients were randomly assigned, 1:1 versus
placebo, to receive sequentially 5 mg of bezisterim orally twice a day for 14 days, then 10 mg orally twice a day for 14 days, followed
by 26 weeks of 20 mg orally twice daily.

 Upon trial completion, as the Company began the
process of unblinding the trial data, the Company found significant deviation from protocol and current good clinical practices ("cGCPs")
violations at 15 study sites (virtually all of which were from one geographic area). This highly unusual level of suspected improprieties
led the Company to exclude all patients from these sites and to refer the sites to the FDA Office of Scientific Investigations ("OSI")
for potential further action. After the patient exclusions, 81 patients remained in the Modified Intent to Treat population, 57 of whom
were in the Per-Protocol population which included those who completed the trial and were verified to take study drug from pharmacokinetic
data.

 The trial was originally designed to be 80% powered
with 125 patients in each of the treatment and placebo arms. The unplanned exclusion of so many patients left the trial underpowered for
the primary endpoints. In the Per-Protocol population, which included those patients who completed the trial and who were further verified
to have taken the study drug (based on pharmacokinetic data), an observed descriptive change from baseline appeared to suggest a slowing
of cognitive loss; these same patients experienced an advantage in age deceleration vs. placebo as measured by DNA epigenetic change.
Age deceleration is used by longevity researchers to measure the difference between the patient's biological age, in this case as
measured by the Horvath DNA methylation Skin Blood Clock, relative to the patient's actual chronological age. This test was a non-primary/secondary
endpoint, other-outcome measure, done via blood test collected at week 30 (end of study). Additional DNA methylation data continues to
be collected and analyzed.

 Results of Operations

 Comparison of the Year Ended June 30, 2025
to the Year Ended June 30, 2024

 Net loss

 The net loss for the year ended June 30, 2025,
was approximately $17.5 million as compared to the net loss of $32.1 million for the year ended June 30, 2024. The net decrease of $14.6
million was primarily attributed to decline in research and development expenses of $13.8 million, and a net increase in other income,
net of approximately $465,000.

 Total operating expenses for the years ended June
30, 2025 and 2024 were approximately $18.1 million and $32.2, respectively. The net decrease of approximately $14.1 million was
primarily due to the decrease in research and development expenses as a result of the completion of clinical trials in the prior fiscal
year.

 Research and Development Expenses

 Research and development expenses were approximately $9.3 million and
$23.1 million for the years ended June 30, 2025 and 2024, respectively. The $13.8 million reduction was primarily attributed to the completion
of the clinical studies in the prior fiscal year and comprised of a declines in direct study costs of approximately $7.4 million, and
the related expenses such as the clinical team payroll of approximately $1.4 million, and consultants expenses of approximately $3.0 million,
reflecting a declining use of consultants and a reduction in the use of regulatory and other consultants totaling approximately $496,000.
Other decreases included a decrease in Chemistry, Manufacturing and Controls ("CMC") and new drug discovery totaling approximately
$1.2 million, and a decrease in travel & conferences of approximately $123,000, as well as publications of approximately $166,000.

 The decrease in clinical studies of approximately $7.4 million represented
the net decrease in clinical trial studies expense of approximately $10.8 million due to the completion of the clinical trials in the
prior fiscal year offset primarily by the planning, development and launch of the two new clinical studies, Sunrise PD Phase 2 and Long
Covid Program, totaling approximately $3.3 million. The table below summarizes the approximate expense amounts for the years ended June
30, 2025 and 2024 by study:

 For the Year Ended

 For the Year Ended

 Increase

 (Decrease)

 Current Studies

 Sunrise PD Phase 2

 $
 3,343,000

 $
 181,000

 $
 3,162,000

 Liver Program Phase 3

 173,000

 45,000

 128,000

 Long COVID Program, net of $5.3 million reimbursement

 146,000

 106,000

 40,000

 Investigator-Initiated studies

 25,000

 23,000

 2,000

 $
 3,687,000

 $
 355,000

 $
 3,332,000

 Completed Studies

 Ascites BIV201 Phase 2b

 $
 (63,000
)

 $
 554,000

 $
 (617,000
)

 AD mild to moderate pivotal Phase 3

 18,000

 7,888,000

 (7,870,000
)

 PD NM201 Phase 2

 -

 612,000

 (612,000
)

 Investigator-Initiated studies

 -

 73,000

 (73,000
)

 Other studies in development/canceled

 18,000

 1,600,000

 (1,582,000
)

 $
 (27,000
)

 $
 10,727,000

 $
 (10,754,000
)

 Selling, General and Administrative Expenses

 Selling, general and administrative expenses for the year ended June
30, 2025, was approximately $8.6 million and was comparable to approximately $8.8 million for the year ended June 30, 2024. The net fluctuations
in expenses were primarily comprised of decreases in stock-based compensation for the executive team and directors of approximately $436,000
and $595,000, respectively, and investor and public relation fees of $210,000, offset by increases in directors' cash compensation
of approximately $101,000, other professional and consultancy fees of approximately $582,000, legal fees of approximately $468,000, and
audit and accounting fees of approximately $82,000.

 Other Income and Expense

 Other income, net was approximately $524,000 for
the year ended June 30, 2025, compared to approximately $59,000 for the year ended June 30, 2024. The net increase in other income of
approximately $465,000 was comprised of a decrease in the change in fair value of the related derivative liabilities of approximately
$1.8 million, offset by the decline in interest expense, net $2.6 million due to the payoff of the notes payable on December 1, 2024 and
decline in interest income of approximately $284,000.

 Capital Resources and Liquidity

 As of June 30, 2025, the Company had working capital
of approximately $18.4 million, cash and cash equivalents of approximately $17.5 million, stockholders' equity of approximately
$19.0 million, and an accumulated deficit of approximately $352.1 million. Additionally, the Company had a net loss of approximately $17.5
million and net cash used in operating activities of approximately $19.0 million during the year ended June 30, 2025. The Company has
not generated any revenues to date and no revenues are expected in the foreseeable future. The Company's future operations are dependent
on the success of the Company's ongoing development and commercialization efforts, as well as its ability to secure additional financing
as needed.

 The future viability of the Company is largely dependent upon its ability
to raise additional capital to finance its operations. Management expects that future sources of funding may include sales of equity,
obtaining loans, or other strategic transactions.

 Although management continues to pursue the Company's
strategic plans, there is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to the
Company, if at all, to fund continuing operations. These circumstances raise substantial doubt on the Company's ability to continue
as a going concern. The financial statements included elsewhere in this Form 10-K do not include any adjustments that might result from
the outcome of this uncertainty.

 Registered Direct Offerings

 On September 25, 2024, the Company closed a best
efforts public offering (the "September 2024 Offering") of 136,080 shares of its common stock, par value $0.0001 per share,
pre-funded warrants (the "September Pre-funded Warrants") to purchase 60,000 shares of Common Stock, and warrants to purchase
up to 196,080 shares of Common Stock (the "September Common Warrants") at a combined public offering price of $15.30 per share,
or September Pre-funded Warrant, and the associated September Common Warrant. 26,500 September Pre-funded Warrants were exercised shortly
thereafter and reflected on the statement of changes in stockholders' equity as a component of proceeds from issuance of common
stock. The September Common Warrants have an exercise price of $15.30 per share and were immediately
exercisable upon issuance and will expire on the fifth anniversary date of the original issuance date. The gross proceeds to the
Company from the September 2024 Offering was approximately $3.0 million, before deducting placement agent fees and offering expenses of
approximately $747,000. Additionally, upon closing, the Company issued the placement agent warrants ("September Placement Agent's
Warrants") to purchase 9,809 shares of Common Stock exercisable at a per share price of $19.10, which was equal to 125% of the public
offering price per share. The September Placement Agent's Warrants are exercisable during a five-year period commencing 180 days
from September 25, 2024. Subsequently, 189,630 of common warrants from the September 2024 Offering were exercised at $15.30 per
share for proceeds totaling approximately $2.9 million, and 33,500 September Pre-funded Warrants were also exercised. In addition, 667
September Placement Agent's Warrants were exercised on a cashless exercise basis and 422 common shares were issued.

 In October 2024, the Company closed three registered
direct offerings totaling 825,600 shares of its common stock, par value $0.0001 per share, and two concurrent private placements of warrants
to purchase up to 711,000 shares of Common Stock (the "October Common Warrants") priced at-the-market under Nasdaq rules at
prices ranging from $15.00 to $28.30 per share (the "October Offerings"). The October
Common Warrants have exercise prices ranging from $13.70 to $21.20 per share and are exercisable beginning six months following issuance
and will expire on the fifth anniversary date of the original issuance dates. The gross proceeds to the Company from the October
Offerings totaled approximately $15.9 million, before deducting placement agent fees and offering expenses of approximately $2.5 million.
Additionally, upon closing of the October Offerings, the Company issued placement agent warrants (the "October Placement Agent's
Warrants") to purchase 41,321 shares of Common Stock in the aggregate exercisable at a per share price ranging from $18.80 to $35.40,
which was equal to 125% of the offering price per share in the applicable October Offering. The October Placement Agent's Warrants
are exercisable during a five-year period commencing 180 days from each of the respective closing dates of the October Offerings.

 Off-Balance Sheet Arrangements

 The term "off-balance sheet arrangement"
generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party,
under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii)
a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets. The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors.

 Critical Accounting Policies and Estimates

 Research and Development

 Research and development expenses and corresponding
accrued expenses, consist primarily of costs associated with the preclinical and/or clinical trials of drug candidates, compensation and
other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract
research costs.

 Stock-based Compensation

 The Company follows the provision of Accounting
Standards Codification ("ASC") Topic 718 - Stock Compensation ("ASC 718"), which requires the measurement of compensation
expense for all share-based payment awards made to employees and non-employee director, including employee stock options. Share-based
compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718 and is generally recognized
as an expense over the requisite service period, net of forfeitures which are recorded as they occur.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable.

 ITEM 8.

 FINANCIAL STATEMENTS

 Our financial information required to be filed
hereunder are indexed under Item 15 of this report and are incorporated herein by reference.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 Not applicable.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 We have evaluated, with the participation of our
principal executive and our principle financial officer, the effectiveness of our disclosure controls and procedures as defined in Rules
13a-15(e) and 15(d)-15(e) under the Exchange Act as of the end of the period covered by this Form 10-K. Based on this evaluation, our
principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated
to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.

 Management's Report on Internal Control
Over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. Under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
of the effectiveness of our internal control over financial reporting as of June 30, 2025 using the criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on our evaluation using those
criteria, our management has concluded that, as of June 30, 2025, our internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles for the reasons discussed above.

 Changes in Internal Control Over Financial
Reporting

 There were no changes in our internal controls
over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect
our internal controls over financial reporting.

 ITEM 9B.

 OTHER INFORMATION

 None.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 PART III.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The information required by this item is included
in our 2025 Proxy Statement and is incorporated herein by reference.

 ITEM 11.

 EXECUTIVE COMPENSATION

 The information required by this item is included in our 2025 Proxy
Statement and is incorporated herein by reference.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The information required by this item is included
in our 2025 Proxy Statement and is incorporated herein by reference.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The information required by this item is included
in our 2025 Proxy Statement and is incorporated herein by reference.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The information required by this item is included
in our 2025 Proxy Statement and is incorporated herein by reference.

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1),(2) Financial Statements

 The Financial Statements listed on page F-1 of
this document are filed as part of this filing.

 (a)(3) Exhibits

 The following is a list of exhibits filed as a
part of this report:

 Exhibit
 Number

 Description of Document

 2.1

 Agreement and Plan of Merger, dated April 11, 2016, among the Company, LAT Acquisition Corp and LAT Pharma, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 15, 2016).

 3.1

 Articles of Incorporation of the Company as filed with the Secretary of State of Nevada (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed on August 15, 2013, File No. 333-190635).

 3.2

 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 22, 2016).

 3.3

 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Appendix A to the Company's Information Statement on Schedule 14C filed on July 13, 2018).

 3.4

 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2018).

 3.5

 Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-1 filed on November 22, 2019, File No. 333-231136).

 3.6

 Certificate of Change (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 1, 2024).

 3.7

 Certificate of Termination (incorporated by reference to Exhibit 3.1 to the Company's Current Report, as amended, on Form 8-K/A filed on August 6, 2024).

 3.8

 Certificate of Amendment (incorporated by reference to Exhibit 3.2 to the Company's Current Report, as amended, on Form 8-K/A filed on August 6, 2024).

 3.9*

 Amended and Restated Bylaws of the Company, adopted on May 28, 2025.

 4.1

 Specimen Certificate representing shares of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed on April 26, 2019, File No. 333-231136).

 4.2

 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 25, 2019).

 4.3

 Form of 10% OID Convertible Delayed Draw Debenture (incorporated by reference to Exhibit 4.1 the Company's Current Report on Form 8-K filed on September 25, 2019).

 4.4

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K/A filed on July 18, 2022).

 4.5

 Form of Warrant to Purchase Shares of Class A Common Stock of the Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 1, 2021).

 4.6

 Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 4, 2024)

 4.7

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 4, 2024).

 4.8

 Form of Placement Agent Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 4, 2024).

 4.9

 Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 24, 2024).

 4.10

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 24, 2024).

 4.11

 Form of Placement Agent's Warrant Agreement (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 24, 2024).

 4.12

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 22, 2024).

 4.13

 Form of Placement Agent's Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 22, 2024).

 4.14

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 24, 2024).

 4.15

 Form of Placement Agent's Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 24, 2024).

 4.16

 Form of Placement Agent's Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 29, 2024).

 4.17

 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed on August 30, 2021).

 10.1#

 BioVie Inc. 2019 Omnibus Equity Incentive Plan (Amended and Restated through August 28, 2024) (incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14A, filed on September 27, 2024).

 10.2

 Asset Purchase Agreement, dated April 27, 2021, among the Company, NeurMedix, Inc. and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 27, 2021).

 10.3

 Amendment No. 1 of the Asset Purchase Agreement, dated May 9, 2021, among the Company, NeurMedix, Inc. and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on May 10, 2021).

 10.4

 Amendment No. 2 to the Asset Purchase Agreement, dated January 13, 2023, among the Company, Acuitas Group Holdings, LLC and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 12, 2023).

 10.5#

 Employment Offer & Agreement, between Chris Reading and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2021).

 10.6#

 Employment Offer & Agreement, between Clarence Ahlem and the Company, dated June 18, 2021 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2021).

 10.7#

 Employment Offer & Agreement, between Joanne Wendy Kim and the Company, dated June 26, 2021 (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2021).

 10.8#

 Employment Offer & Agreement, between Penelope Markham and the Company, dated September 7, 2021 (incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2021).

 10.9#

 Employment Offer & Agreement, between Joseph Palumbo and the Company, dated September 3, 2021 (incorporated by reference to Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2021).

 10.10

 Loan and Security Agreement, dated November 30, 2021, among the Company, Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on December 1, 2021).

 10.11

 Supplement to Loan and Security Agreement, dated November 30, 2021, among the Company, Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on December 1, 2021).

 10.12

 Securities Purchase Agreement, dated July 15, 2022, by and between the Company and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on July 18, 2022).

 10.13

 Controlled Equity Offering SM Sales Agreement, dated August 31, 2022, among the Company, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on August 31, 2022).

 10.14

 Amended and Restated Registration Rights Agreement, dated August 15, 2022, by and between BioVie Inc. and Acuitas Group Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2022).

 14.1

 Code of Conduct and Ethics of BioVie Inc. (incorporated by reference to Exhibit 14.1 to the Company's Registration Statement on Form S-1, File No. 333-231136).

 19.1*

 BioVie Inc. Insider Trading Policy

 21.1

 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1, File No. 333-288525)

 23.1*

 Consent of Independent Registered Public Accounting Firm - EisnerAmper LLP

 24.1*

 Power of Attorney (included on signature page to this registration statement)

 31.1*

 Rule 13a-14(a) Certification

 31.2*

 Rule 13a-14(a) Certification

 32.1**

 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 BioVie Inc. Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 #
 Indicates a management contract or compensatory plan or arrangement

 *
 Filed herewith.

 **
 Furnished herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: August 15, 2025

 BIOVIE INC.

 By:

 /s/ Cuong Do

 Name:

 Cuong Do

 Title:

 Chief Executive Officer

(Principal Executive Officer)

 POWER OF ATTORNEY

 Each person whose signature appears below constitutes
and appoints Cuong Do and Joanne Wendy Kim, and each of them acting individually and without the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

 Person

 Capacity

 Date

 /s/ Cuong Do

 Chief Executive Officer

 Cuong Do

 (Principal Executive Officer)

 /s/ Joanne Wendy Kim

 Chief Financial Officer

 Joanne Wendy Kim

 (Principal Financial and Accounting Officer)

 /s/ Jim Lang

 Director

 Jim Lang

 /s/ Michael Sherman

 Director

 Michael Sherman

 /s/ Amy Chappell

 Director

 Amy Chappell

 /s/ Kameel Farag

 Diretor

 Kameel Farag

 /s/ Sigmund Rogich

 Director

 Sigmund Rogich

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm – EisnerAmper LLP (PCAOB Number 274)

 Financial Statements:

 Balance Sheets

 Statements of Operations and Comprehensive Loss

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of

 BioVie, Inc.

 Opinion on the Financial Statements

 We
have audited the accompanying balance sheets of BioVie Inc. (the "Company") as of June 30, 2025 and 2024, and the related
statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows for each of the years then ended,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its
operations and its cash flows for of the years then ended, in conformity with accounting principles generally accepted in the United
States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's recurring losses from operations and negative cash flows from operating activities
raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Research
and development expenses and related accruals

 As
described in Note 3 to the accompanying financial statements, research and development expenses consist primarily of costs associated
with the preclinical and/or clinical trials of drug candidates, compensation and other expenses for research and development, personnel,
supplies and development materials, costs for consultants and related contract research costs. The amounts recorded for clinical trial
expenses represent the Company's estimates of clinical trial expenses based on facts and circumstances known to the Company at
that time, and are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors.

 We
identified the accounting for the research and development expenses and related accruals to be a critical audit matter due to the degree
of management judgement in ensuring they are complete, accurate and classified correctly, their significance, and the risk of material
misstatement due to the nature and timing of these costs and accruals. This in turn led to a high degree of auditor judgment, subjectivity,
and effort in applying the procedures related to their accounting.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
statements. These procedures included, obtaining an understanding of management's process and evaluating the design of controls
over research and development expense classification and the completeness and accuracy of related accruals, independently researching
vendors, testing a selection of research and development expense transactions to determine, based on the underlying supporting documents,
the mathematical accuracy of the expense and the appropriateness of the expense classification. In addition, we made inquiries of management
and reviewed subsequent payments, invoices and agreements relating to certain research and development expenses to evaluate if the accruals
were properly recorded as of June 30, 2025.

 /s/ EisnerAmper LLP

 We have served as the Company's auditor
since 2019.

 EISNERAMPER LLP

 Iselin, New Jersey

 August
15, 2025

 F- 2

 Balance Sheets

 June 30,

 June 30,

 2025

 2024

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 17,544,547

 $

 Grant receivable

 2,104,050

 -

 Prepaid and other current assets

 1,049,897

 204,392

 Total current assets

 20,698,494

 24,048,190

 Operating lease right-of-use asset, net

 339,653

 406,726

 Intangible assets, net

 178,341

 407,718

 Goodwill

 345,711

 345,711

 TOTAL ASSETS

 $
 21,562,199

 $
 25,208,345

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 2,200,320

 $
 3,586,912

 Current portion of operating lease liability

 74,464

 60,343

 Current portion of notes payable, net of financing cost, unearned premium and discount of $ 701,210 at June 30, 2024

 -

 5,701,210

 Warrant liability

 -

 3,771

 Total current liabilities

 2,274,784

 9,352,236

 Operating lease liability, net of current portion

 275,430

 349,894

 TOTAL LIABILITIES

 2,550,214

 9,702,130

 Commitments and contingencies (Note 10)

 STOCKHOLDERS' EQUITY:

 Preferred stock; $ 0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding

 -

 -

 Common stock, $ 0.0001 par value; 800,000,000 shares authorized at June 30, 2025 and June 30, 2024; 1,917,061 shares issued of which 1,914,224 shares are outstanding at June 30, 2025; and 621,641 shares issued of which 619,008 shares outstanding at June 30, 2024

 7,476

 6,229

 Additional paid in capital

 371,148,784

 349,732,674

 Accumulated deficit

 ( 352,144,246
)

 ( 334,232,661
)

 Treasury stock

 ( 29
)

 ( 27
)

 Total stockholders' equity

 19,011,985

 15,506,215

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 21,562,199

 $
 25,208,345

 The accompanying notes are an integral part
of the financial statements.

 F- 3

 Statements of Operations and Comprehensive Loss

 Year Ended

 Year Ended

 OPERATING EXPENSES:

 Amortization of intangible assets

 $
 229,377

 $
 229,377

 Research and development expenses

 9,266,734

 23,100,394

 Selling, general and administrative expenses

 8,570,089

 8,849,814

 TOTAL OPERATING EXPENSES

 18,066,200

 32,179,585

 LOSS FROM OPERATIONS

 ( 18,066,200
)

 ( 32,179,585
)

 OTHER EXPENSE (INCOME):

 Change in fair value of derivative liabilities

 ( 3,771
)

 ( 1,816,271
)

 Interest expense

 332,720

 2,893,922

 Interest income

 ( 853,029
)

 ( 1,136,703
)

 TOTAL OTHER INCOME, NET

 ( 524,080
)

 ( 59,052
)

 NET LOSS

 $
 ( 17,542,120
)

 $
 ( 32,120,533
)

 Deemed dividend related to ratchet adjustment to warrants

 369,465

 886,423

 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 ( 17,911,585
)

 $
 ( 33,006,956
)

 NET LOSS PER COMMON SHARE

 - Basic

 $
 ( 12.12
)

 $
 ( 73.05
)

 - Diluted

 $
 ( 12.12
)

 $
 ( 73.05
)

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 - Basic

 1,477,372

 451,853

 - Diluted

 1,477,372

 451,853

 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 ( 17,911,585
)

 $
 ( 33,006,956
)

 Other comprehensive loss

 Reclassification of unrealized gains on available-for-sale investments upon settlement

 -

 ( 176,591
)

 Total other comprehensive loss

 -

 ( 176,591
)

 Comprehensive loss

 $
 ( 17,911,585
)

 $
 ( 33,183,547
)

 The accompanying notes are an integral part
of the financial statements.

 F- 4

 Statements of Changes in Stockholders'
Equity

For the Years Ended June 30, 2025 and 2024

 Accumulated

 Additional

 Other

 Total

 Common Stock

 Common Stock

 Paid in

 Treasury Stock

 Treasury Stock

 Comprehensive

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Shares

 Amount

 Income

 Deficit

 Equity

 Balance, June 30, 2023

 364,519

 3,643

 316,385,759

 ( 229
)

 ( 2
)

 176,591

 ( 301,225,705
)

 15,340,286

 Stock - based compensation - stock options

 -

 -

 2,823,764

 -

 -

 -

 -

 2,823,764

 Stock-based compensation - restricted stock units

 -

 -

 1,763,450

 -

 -

 -

 -

 1,763,450

 Proceeds from issuance of common stock, net of costs of $2,908,141

 243,375

 2,449

 27,800,490

 -

 -

 -

 -

 27,802,939

 Issuance of common stock from vesting of restricted stock units

 12,240

 ( 97
)

 ( 2,404
)

 ( 25
)

 -

 -

 -

 Stock-based compensation - issuance of common stock for services rendered

 1,500

 72,885

 -

 -

 -

 -

 72,900

 Deemed dividend for ratchet adjustment to warrants

 -

 -

 886,423

 -

 -

 -

 ( 886,423
)

 -

 Reclassification of unrealized gains on available-for-sale investments upon settlement

 -

 -

 -

 -

 -

 ( 176,591
)

 -

 ( 176,591
)

 Issuance of additional shares for fractional shares effected by the reverse split

 -

 -

 -

 -

 -

 -

 -

 Net Loss

 -

 -

 -

 -

 -

 -

 ( 32,120,533
)

 ( 32,120,533
)

 Balance, June 30, 2024

 621,641

 $
 6,229

 $
 349,732,674

 ( 2,633
)

 $
 ( 27
)

 $
 -

 $
 ( 334,232,661
)

 $
 15,506,215

 Stock - based compensation - stock options

 -

 -

 1,195,447

 -

 -

 -

 -

 1,195,447

 Stock-based compensation - restricted stock units and restricted shares

 -

 -

 1,202,809

 -

 -

 -

 -

 1,202,809

 Proceeds from issuance of common stock, net of costs of $3,240,288

 988,395

 15,673,624

 -

 -

 -

 -

 15,674,613

 Issuance of common stock from vesting of restricted stock units

 11,314

 ( 9
)

 ( 204
)

 ( 2
)

 -

 -

 -

 Stock-based compensation - issuance of common stock for services rendered

 6,000

 73,674

 -

 -

 -

 -

 73,680

 Issuance of common stock from exercise of warrants

 223,130

 2,901,117

 -

 -

 -

 -

 2,901,341

 Issuance of common stock from cashless exercise of warrants

 -

 -

 -

 -

 -

 -

 -

 Deemed dividend for ratchet adjustment to warrants

 -

 -

 369,465

 -

 -

 -

 ( 369,465
)

 -

 Issuance of additional shares for fractional shares effected by the reverse split

 66,159

 ( 17
)

 -

 -

 -

 -

 -

 Net Loss

 -

 -

 -

 -

 -

 -

 ( 17,542,120
)

 ( 17,542,120
)

 Balance, June 30, 2025

 1,917,061

 $
 7,476

 $
 371,148,784

 ( 2,837
)

 $
 ( 29
)

 $
 -

 $
 ( 352,144,246
)

 $
 19,011,985

 The accompanying notes are an integral part
of the financial statements.

 F- 5

 Statements of Cash Flows

 Year Ended

 Year Ended

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 17,542,120
)

 $
 ( 32,120,533
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Amortization of intangible assets

 229,377

 229,377

 Stock based compensation - restricted stock units and restricted shares

 1,202,809

 1,763,450

 Stock based compensation expense - stock options

 1,195,447

 2,823,764

 Stock based compensation expense - issuance of common stock for services rendered

 73,680

 72,900

 Amortization of financing costs

 11,820

 108,751

 Accretion of unearned loan discount

 111,212

 1,023,145

 Accretion of loan premium

 25,758

 236,970

 Realized gain on maturity of available-for sale

 -

 ( 223,865
)

 Non-cash lease expense from right-of-use assets

 67,073

 49,346

 Gain on termination of operating lease

 -

 ( 5,215
)

 Change in fair value of derivative liabilities

 ( 3,771
)

 ( 1,816,271
)

 Changes in operating assets and liabilities:

 Grant
 receivable

 ( 2,104,050
)

 -

 Prepaid and other current assets

 ( 845,505
)

 ( 101,866
)

 Accounts payable and accrued expenses

 ( 1,386,592
)

 110,653

 Operating lease liabilities

 ( 60,343
)

 ( 47,245
)

 Other current liabilities

 -

 ( 48,385
)

 Net cash used in operating activities

 ( 19,025,205
)

 ( 27,945,024
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Proceeds from U.S. Treasury Bills (available-for-sale)

 -

 14,525,000

 Net cash provided by investing activities

 -

 14,525,000

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Net proceeds from issuance of common stock

 15,674,613

 27,802,939

 Proceeds from exercise of warrants

 2,901,341

 ( 10,000,000
)

 Payment of loan premium

 ( 850,000
)

 -

 Payments of note payable

 ( 5,000,000
)

 -

 Net cash provided by financing activities

 12,725,954

 17,802,939

 Net change in cash and cash equivalents

 ( 6,299,251
)

 4,382,915

 Cash and cash equivalents, beginning of period

 $

 $
 19,460,883

 Cash and cash equivalents, end of period

 $
 17,544,547

 $

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for interest

 $
 183,930

 $
 1,525,056

 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

 Right of use assets obtained in exchange for lease obligations

 $
 -

 $
 432,192

 Reclassification of unrealized gains on U.S. Treasury Bills (available-for-sale investments) upon settlement

 $
 -

 $
 176,591

 Deemed dividend for ratchet adjustment to warrants

 $
 369,465

 $
 886,423

 The accompanying notes are an integral part
of the financial statements.

 F- 6

 Notes to Financial Statements

 1.

 Background Information

 BioVie Inc. (the "Company" or "we"
or "our") is a clinical-stage company developing innovative drug therapies for the treatment of neurological and neurodegenerative
disorders and advanced liver disease.

 Neurodegenerative Disease Programs

 The Company acquired the biopharmaceutical assets
of NeurMedix, Inc. ("NeurMedix") a privately held clinical-stage pharmaceutical company and a related party in June 2021. The
acquired assets included NE3107 (or "bezisterim"). Bezisterim, the approved generic name for NE3107 is an investigational,
novel, orally administered small molecule that is thought to inhibit inflammation-driven insulin resistance and major pathological inflammatory
cascades with a novel mechanism of action. There is emerging scientific consensus that both inflammation and insulin resistance may play
fundamental roles in the development of Alzheimer's disease ("AD") and Parkinson's disease ("PD"),
and bezisterim could, if approved by the U.S. Food and Drug Administration ("FDA"), represent an entirely new medical approach
to treating these devastating conditions affecting an estimated 6 million Americans suffering from AD, 1 million Americans suffering from
PD and Long COVID affects approximately 20 million adults in the US, and millions more worldwide.

 In neurodegenerative disease, the Company's
drug candidate bezisterim is an orally bioavailable, Blood Brain Barrier ("BBB")-permeable, insulin-sensitizer that is also
anti-inflammatory. In addition, it is not immunosuppressive and has a low risk of drug-drug interaction. Bezisterim inhibits activation
of inflammatory action extracellular single regulated kinase ("ERK") and nuclear factor kappa-light-chain-enhancer of activated
B cells ("NF B") (including interactions with tumor necrosis factor ("TNF") signaling and other relevant
inflammatory pathways) that lead to neuroinflammation and insulin resistance. By binding to ERK and selectively modulating NF B
activation and TNF- production and not interfere with their homeostatic functions, BioVie believes that bezisterim may offer clinical
improvements in several disease indications, including PD, AD and long COVID.

 Parkinson's Disease

 The Company designed a new Phase 2b study of bezisterim
as a potential first line therapy to treat patients with new onset PD. This trial will be evaluating the safety and efficacy of bezisterim
on motor and non-motor symptoms in patients with PD who haven't been treated with carbidopa/levodopa. The PD Phase 2b study, multicenter,
randomized, double-blind, placebo-controlled trial with a hybrid decentralized design will last 20 weeks from the initial screening phase
to the safety follow up. In July 2024, the Company submitted the new protocol and received a response from the FDA permitting the Company
to proceed with the study. The trial commenced in April 2025.

 The Phase 2 study of bezisterim for the treatment
of PD (NCT05083260) that completed in December 2022, was a double-blind, placebo-controlled, safety, tolerability, and pharmacokinetics
study in PD participants treated with carbidopa/levodopa and bezisterim. Forty-five patients with a defined L-dopa "off state"
were randomized 1:1 to placebo: bezisterim 20 mg twice daily for 28 days. This trial was launched with two design objectives: 1) the primary
objective was safety and a drug-drug interaction study as requested by the FDA to measure the potential for adverse interactions of bezisterim
with carbidopa/ levodopa; and 2) the secondary objective was to determine if preclinical indications of promotoric activity and apparent
enhancement of levodopa activity could be seen in humans. Both objectives were met.

 Long COVID Program

 Long COVID is a condition in which symptoms of
COVID-19, the acute respiratory disease caused by the SARS-CoV-2 virus, persist for an extended period, generally three months or more.
Common symptoms include lingering loss of smell and taste, extreme fatigue, and "brain fog," though persistent cardiovascular
and respiratory problems, muscle weakness, and neurologic issues have also been documented.

 In April 2024, the Company was awarded a clinical
trial grant of $13.1 million from the U.S. Department of Defense ("DOD"), awarded through the Peer Reviewed Medical Research
Program of the Congressionally Directed Medical Research Programs. In August 2024, U.S. Army Medical Research and Development Command,
Office of Human Research Oversight ("OHRO") approved the Company's plan to evaluate bezisterim for the treatment of
neurological symptoms that are associated with long COVID and the FDA authorized our Investigational New Drug ("IND") application
for bezisterim allowing the Company to study a novel, anti-inflammatory approach or the treatment of the debilitating neurocognitive symptoms
associated with long COVID.

 F- 7

 The Phase 2 ADDRESS-LC study is a randomized (1:1),
placebo-controlled, multicenter trial evaluating the efficacy, safety and tolerability of bezisterim in adult participants with long COVID
who have cognitive impairment sequelae and fatigue. Individuals who have been diagnosed with long COVID and have neurocognitive dysfunction
and self-reported fatigue may meet qualification criteria.

 The trial commenced in May 2025. As of June 30,
2025, the total cost incurred was approximately $5.3 million and as of August 4, 2025 approximately $5.3 million was reimbursed.

 Alzheimer's Disease

 On November 29, 2023, the Company announced the
analysis of its unblinded, topline efficacy data from its Phase 3 clinical trial (NCT04669028) of bezisterim in the treatment of mild
to moderate AD. The study had co-primary endpoints looking at cognition using the Alzheimer's Disease Assessment Scale-Cognitive
Scale (ADAS-Cog 12) and function using the Clinical Dementia Rating-Sum of Boxes (CDR-SB). Patients were randomly assigned, 1:1 versus
placebo, to receive sequentially 5 mg of bezisterim orally twice a day for 14 days, then 10 mg orally twice a day for 14 days, followed
by 26 weeks of 20 mg orally twice daily.

 Upon trial completion, as the Company began the
process of unblinding the trial data, the Company found significant deviation from protocol and current good clinical practices ("cGCPs")
violations at 15 study sites (virtually all of which were from one geographic area). This highly unusual level of suspected improprieties
led the Company to exclude all patients from these sites and to refer the sites to the FDA Office of Scientific Investigations ("OSI")
for potential further action. After the patient exclusions, 81 patients remained in the Modified Intent to Treat population, 57 of whom
were in the Per-Protocol population which included those who completed the trial and were verified to take study drug from pharmacokinetic
data.

 The trial was originally designed to be 80% powered
with 125 patients in each of the treatment and placebo arms. The unplanned exclusion of so many patients left the trial underpowered for
the primary endpoints. In the Per-Protocol population, which included those patients who completed the trial and who were further verified
to have taken the study drug (based on pharmacokinetic data), an observed descriptive change from baseline appeared to suggest a slowing
of cognitive loss; these same patients experienced an advantage in age deceleration vs. placebo as measured by DNA epigenetic change.
Age deceleration is used by longevity researchers to measure the difference between the patient's biological age, in this case as
measured by the Horvath DNA methylation Skin Blood Clock, relative to the patient's actual chronological age. This test was a non-primary/secondary
endpoint, other-outcome measure, done via blood test collected at week 30 (end of study). Additional DNA methylation data continues to
be collected and analyzed.

 Liver Cirrhosis Program

 In liver disease, our investigational drug candidate
BIV201 (continuous infusion terlipressin), which was granted both FDA Fast Track designation status and FDA Orphan Drug Status, is being
evaluated as a treatment option for patients suffering from ascites and other life-threatening complications of advanced liver cirrhosis
caused by non-alcoholic steatohepatitis (NASH), hepatitis, and alcoholism. The initial target for BIV201 therapy was refractory ascites.
These patients suffer from frequent life-threatening complications, generate more than $5 billion in annual treatment costs, and have
an estimated 50% mortality rate within 6 to 12 months.

 After receiving guidance from the FDA regarding
the design of Phase 3 clinical testing of BIV201 for the treatment of patients with cirrhosis and ascites, the Company is now targeting
a broader ascites patient population. The Company is currently finalizing the protocol design for the Phase 3 study of BIV201 with a focus
on demonstrating clinical benefit through a composite primary endpoint of complications and disease progression in patients with cirrhosis
and ascites who have recently recovered from acute kidney injury ("AKI"). This patient population is not limited to those
having refractory ascites. Ascites is a common complication of advanced liver cirrhosis involving the accumulation of large volumes of
fluid in the abdomen, often exceeding five liters, due to liver and kidney dysfunction. BIV201 is administered in a continuous infusion
of terlipressin as a patent-pending liquid formulation with patents issued in the U.S., China, Japan, Chile and India to date. Terlipressin,
the drug is used in over 40 countries to treat related complications of liver cirrhosis (Type 1 hepatorenal syndrome and bleeding esophageal
varices) that was approved in the U.S. in 2022 (to improve kidney function in adults with hepatorenal syndrome with rapid reduction in
kidney function) but is not approved in Japan.

 The BIV201 development program was initiated by
LAT Pharma LLC. On April 11, 2016, BioVie acquired LAT Pharma LLC and the rights to its BIV201 development program and currently owns
all development and marketing rights to this drug candidate. Pursuant to the Agreement and Plan of Merger entered into on April 11, 2016,
between predecessor entities, LAT Pharma LLC and NanoAntibiotics, Inc., BioVie is obligated to pay a low single digit royalty on net sales
of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, Pharma In Corporation, and The Barrett Edge, Inc. Pursuant
to the separation agreement to be entered into between the Company and BioVie, the Company will assume the royalty agreement and will
be obligated to pay 5.0% on net sales of BIV201 (continuous infusion terlipressin) to be shared among LAT Pharma Members, Pharma In Corporation,
and The Barrett Edge, Inc.

 F- 8

 2.

 Liquidity and Going Concern

 The Company's operations are subject to
a number of factors that can affect its operating results and financial conditions. Such factors include, but are not limited to: the
results of clinical testing and trial activities of the Company's products, the Company's ability to obtain regulatory approval
to market its products; competition from products manufactured and sold or being developed by other companies; the price of, and demand
for, Company products; the Company's ability to negotiate favorable licensing or other manufacturing and marketing agreements for
its products; and the Company's ability to raise capital. The Company's financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. As of June 30, 2025, the Company had working capital of approximately $ 18.4 million, cash and cash equivalents of
approximately $ 17.5 million, stockholders' equity of approximately $ 19.0 million, and an accumulated deficit of approximately $ 352.1
million. The Company is in the pre-revenue stage and no revenues are expected in the foreseeable future. The Company's future operations
are dependent on the success of the Company's ongoing development and commercialization efforts, as well as its ability to secure
additional financing as needed. Projected cash flows could be extended if further measures are taken to delay planned expenditures in
our research protocols and slow the progress in the Company's development and launch of next phase clinical programs.

 The future viability of the Company is largely
dependent upon its ability to raise additional capital to finance its operations. Management expects that future sources of funding may
include sales of equity, obtaining loans, or other strategic transactions.

 Although management continues to pursue the Company's
strategic plans, there is no assurance that the Company will be successful in obtaining sufficient financing on terms acceptable to the
Company, if at all, to fund continuing operations. These circumstances raise substantial doubt on the Company's ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 3.

 Significant Accounting Policies

 Basis of Presentation

 The Company's financial statements have
been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include all adjustments
necessary for the fair presentation of the Company's financial position for the periods presented.

 Reverse stock split up

 The Company effected a 1:10 reverse split of the issued and outstanding
shares of its Common Stock which was approved by the board of directors after the approval obtained from shareholders at a special meeting
on June 23, 2025 which became effective on July 7, 2025. All historical share and earnings per share amounts have been retroactively adjusted
to reflect the split.

 Use of Estimates

 The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the
circumstances. The amounts of assets and liabilities reported in the Company's balance sheets and the amounts of expenses reported
for each of the periods presented in the statements of operations and comprehensive loss are affected by estimates and assumptions, which
are used for, but not limited to, accounting for clinical accruals, share-based compensation, assumptions used in recording leases, the
inputs used in the valuation of goodwill and intangible assets in connection with impairment testing and accounting for income taxes.
Actual results could differ from those estimates.

 Cash and cash equivalents

 Cash and cash equivalents consisted of cash deposits
and money market funds held at a bank and funds held in a brokerage account which included a U.S. treasury money market fund and U.S.
Treasury Bills with original maturities of three months or less.

 Investments in U.S. Treasury Bills

 Investments in U.S. Treasury Bills with maturities
greater than three months, are accounted for as available-for-sale and are recorded at fair value. Unrealized gains were included in other
comprehensive income in the accompanying statements of operations and comprehensive loss.

 Concentration of Credit Risk in the Financial
Service Industry

 As of June 30, 2025, the Company had cash deposited
in a certain financial institution in excess of federally insured levels. The Company regularly monitors the financial stability of these
financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. However, if liquidity
and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the
Company's ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse
effect on its business, financial condition and results of operations.

 F- 9

 Fair value measurement of assets and liabilities

 We determine the fair values of our financial
instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction
to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes
that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing
the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input
that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used
to measure fair value:

 Level 1 - Inputs are unadjusted quoted prices
in active markets for identical assets or liabilities.

 Level 2 - Inputs are quoted prices for similar
assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through
market corroboration, for substantially the full term of the financial instrument.

 Level 3 - Inputs are unobservable inputs based
on our assumptions.

 The Company's financial instruments include
cash, accounts payable, the carrying value of the operating lease liabilities and notes payable. The carrying amounts of cash and accounts
payable approximate their fair value, due to the short-term nature of these items. The carrying amounts of notes payable and operating
lease liabilities approximate their fair values since they bear interest at rates which approximate market rates for similar debt instruments.

 Prepaid and other assets

 Prepaid and other assets consist of prepayments
of certain expenses such as cost related to capital raise activities; and a security deposit paid in connection with a lease agreement.

 Leases

 The Company determines whether an arrangement
contains a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion
of operating lease liabilities, and operating lease liabilities, net of current portion on our balance sheets. ROU assets represent the
Company's right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments
arising from the lease. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments
over the lease term at the commencement date. As the Company's leases do not provide an implicit rate, an incremental borrowing
rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company
does not include options to extend or terminate the lease term in its calculation unless it is reasonably certain that the Company will
exercise any such options. Rent expense is recognized under the operating leases on a straight-line basis. The Company does not recognize
right-of-use assets or lease liabilities for short-term leases, which have a lease term of 12 months or less at inception, and instead
will recognize lease payments as expense on a straight-line basis over the lease term.

 Research and Development

 Research and development expenses consist primarily
of costs associated with the preclinical and/or clinical trials of drug candidates, compensation and other expenses for research and development,
personnel, supplies and development materials, costs for consultants and related contracted research costs.

 Income Taxes

 The Company uses the asset and liability method of accounting for deferred
income taxes. Deferred income taxes are measured by applying enacted statutory rates to net operating loss carryforwards and to the differences
between the financial reporting and tax bases of assets and liabilities. Deferred tax assets are reduced, by a valuation allowance if
it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company decided to apply a full
valuation allowance against its deferred tax assets due to the continuing losses.

 The Company recognizes uncertainty in income taxes
in the financial statements using a recognition threshold and measurement attribute of a tax position taken or expected to be taken in
a tax return. The Company applies the "more-likely-than-not" recognition threshold to all tax positions, commencing at the
adoption date of the applicable accounting guidance, which resulted in no unrecognized tax benefits as of such date. Additionally, there
have been no unrecognized tax benefits subsequent to adoption. The Company has opted to classify interest and penalties that would accrue,
if any, according to the provisions of relevant tax law as general and administrative expenses, in the Statements of Operations and Comprehensive
Loss. For the years ended June 30, 2025 and 2024, there was no such interest or penalties.

 F- 10

 Net Loss per Common Share

 Basic net loss per common share is computed by
dividing the net loss attributable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during
the period. Diluted net loss per common share is computed by dividing the net loss attributable to Common Stockholders by the weighted
average number of shares of Common Stock outstanding and potentially outstanding shares of Common Stock during the period to reflect the
potential dilution that could occur from common shares issuable through stock options, warrants, and convertible debentures. For the years
ended June 30, 2025 and 2024, such amounts were excluded from the diluted loss since their effect was considered anti-dilutive due to
the net loss for the periods presented.

 The table below shows the potential shares of
common stock, presented based on amounts outstanding at each year end, that were excluded from the computation of diluted net loss per
share attributable to common stockholders because including them would have had an anti-dilutive effect:

 Schedule of dilutive securities were excluded from the computation of diluted loss per share

 Number of Shares

 Number of Shares

 Stock Options

 84,872

 51,808

 Warrants

 960,098

 193,203

 Restricted Stock Units

 7,212

 4,030

 Notes payable conversion option

 -

 7,164

 1,052,182

 256,205

 Stock-based Compensation

 The Company has accounted for stock-based compensation
under the provisions of Accounting Standards Codification ("ASC") Topic 718 – "Stock Compensation" ("ASC
718") which requires the use of the fair-value based method to determine compensation for all arrangements under which employees
and others receive shares of stock or equity instruments (stock options and Common Stock purchase warrants). For employees and non-employees
awards, the fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses
assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate, and is generally recognized as
an expense over the requisite service period, net of forfeitures which are recorded as they occur. Expected volatilities are based on
historical volatility of peer companies and other factors estimated over the expected term of the stock options. For employee and non-employee
awards, the expected term of options granted is derived using the "simplified method" which computes expected term as the
average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect
at the time of grant for the period of the expected term. The Company recognizes forfeitures as they occur.

 Goodwill

 Goodwill is recorded when the purchase price paid
for an acquisition exceeds the fair value of the net identified tangible and intangible assets acquired. The Company performs an annual
impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests.
The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill
related to the reporting unit. To determine the fair value of the reporting unit, the Company may use various approaches including an
asset or cost approach, market approach or income approach or any combination thereof. These approaches may require the Company to make
certain estimates and assumptions including future cash flows, revenue and expenses. These estimates and assumptions are reviewed each
time the Company tests goodwill for impairment and are typically developed as part of the Company's routine business planning and
forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce
materially different results. The Company did not recognize any goodwill impairments for the years ended June 30, 2025 and 2024.

 F- 11

 Impairment of Long-Lived Assets

 Long-lived assets, including intangible assets,
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset.

 If the carrying amount of an asset exceeds its
undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which
the carrying amount of the asset exceeds the fair value of the asset. Generally, fair value is determined using valuation techniques such
as expected discounted cash flows or appraisals, as appropriate. Assets to be disposed of would be separately presented in the balance
sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated or amortized. The
assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability
sections of the balance sheets. The Company did not recognize any long-lived asset impairments for the years ended June 30, 2025 and 2024.

 Grant program

 The Company records expenses related to the DOD Long Covid Program
as such expenses are incurred. The reimbursement of such expenses is recognized upon receipt of the reimbursement, or when it is probable
the reimbursement will be received, as a credit against the respective expense account.

 Segment Reporting

 The Company operates as one operating segment
with a focus on its efforts to develop drug therapies for the treatment of neurological and neurodegenerative disorders and advanced liver
disease. The Company's Chief Executive Officer ("CEO"), as the chief operating decision maker, manages and allocates resources
to the operations of the Company based on the line items included within these financial statements. This enables the CEO to assess the
overall level of available resources and determine how best to deploy these resources across functions, clinical trials, and development
projects in line with the long-term company-wide strategic goals.

 Recent Accounting Pronouncements

 The Company considers the applicability and impact
of all Accounting Standards Updates ("ASU's").

 In December 2023, the FASB issued ASU 2023-09,
"Income Taxes (Topic 740): Improvements in Income Tax Disclosures" to enhance the transparency and decision usefulness of income
tax disclosures. This amendment requires public companies to disclose specific categories in the rate reconciliation and provide additional
information for reconciling items that meet a quantitative threshold. Additionally, under the amendment entities are required to disclose
the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as disaggregated by material individual jurisdictions.
Finally, the amendment requires entities to disclose income from continuing operations before income tax expense disaggregated between
domestic and foreign and income tax expense from continuing operations disaggregated by federal, state and foreign. The new rules are
effective for annual periods beginning after December 15, 2024. The standard will be adopted on a prospective basis and is not expected
to have a material impact to our financial statements or disclosures.

 ASU 2023-07: Segment Reporting Topic 280 - Improvements
to Reportable Segment Disclosures. This update requires expanded annual and interim disclosures for significant segment expenses that
are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. This
update is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 in the current fiscal year.

 F- 12

 4.

 Intangible Assets

 The Company's intangible assets consist of intellectual property
acquired from LAT Pharma, Inc. and are amortized over their estimated useful lives. The following is a summary of the intangible assets
as of June 30, 2025 and 2024:

 Schedule of intangible assets

 Intellectual Property

 $
 2,293,770

 $
 2,293,770

 Less: Accumulated Amortization

 ( 2,115,429
)

 ( 1,886,052
)

 Intellectual Property, net

 $
 178,341

 $
 407,718

 Amortization expense amounted to $ 229,377 for
each of the years ended June 30, 2025 and 2024, respectively. The Company amortized intellectual property over the expected original useful
lives of 10 years and the remaining amortization expense for the year ending June 30, 2026 is $ 178,341.

 5.

 Related Party Transactions

 Equity Transactions with Acuitas

 On July 15, 2022, the Company entered into a securities
purchase agreement with Acuitas Group Holdings, LLC ("Acuitas"), the Company's largest stockholder, pursuant to which
Acuitas agreed to purchase from the Company, in a private placement, (i) an aggregate of 36,364 shares of the Company's Common Stock,
at a price of $165.00 per share (the "PIPE Shares"), and (ii) a warrant to purchase 72,728 shares of Common Stock ("PIPE
Warrant Shares"), at an original exercise price of $182.00, with a term of exercise of five years.

 As results of the Company's capital raises
further described in Note 8, the warrants' down round features (the "rachet adjustment") resulted in deemed dividends
of $ 369,465 and $ 886,423 recognized in the accompanying statement of changes in stockholders' equity for the years ended June 30,
2025 and 2024, respectively.

 For the year ended June 30, 2024, the deemed dividend
of $886,423 recognized from the rachet adjustment resulting from the March 6, 2024 capital raise, reduced the exercise price to $100 per
share. The fair value of the PIPE Warrant Shares was estimated using the Black Scholes Method with the following inputs, the stock price
of $ 106.50, exercise price of $ 182.00 and reduced exercise price of $ 100.00, remaining term of 3.5 years, risk free rate of 4.4 % and volatility
of 95.0 %.

 For the year ended June 30, 2025, the deemed dividend
of $369,465 was recognized based on rachet adjustments from the September 25, 2024 and October 22, 2024 capital raises, that reduced the
exercise prices to $15.30 per share and $13.70 per share, respectively. The fair value of the PIPE Warrant Shares were estimated using
the Black Scholes Method with the following inputs at September 2024, the stock price of $ 12.00, exercise price of $ 15.30 and $ 100.00,
remaining term of 2.9 years, risk free rate of 3.5 % and volatility of 93.0 %, resulting in a $ 325,041 deemed dividend; and the following
inputs at October 22, 2024, the stock price of $ 33.60, exercise price of $ 15.30 and $ 13.70, remaining term of 2.8 years, risk free rate
of 4.0 % and volatility of 94.0 %, resulting in a $44,424 deemed dividend..

 Consulting expenses

 During the year ended June 30, 2025, the Company
paid a Director of the Company $50,000 for consulting services which are reflected as a component of selling, general and administrative
expenses on the accompanying statement of operations and comprehensive loss.

 6.

 Notes Payable

 On November 30, 2021 (the "Closing Date"),
the Company entered into a Loan and Security Agreement and the Supplement to the Loan and Security Agreement and Promissory Notes (together,
the "Loan Agreement") with Avenue Venture Opportunities Fund, L.P. ("AVOPI") and Avenue Venture Opportunities
Fund II, L.P. ("AVOPII," and together with AVOPI, "Avenue") for growth capital loans in an aggregate commitment
amount of up to $20 million (the "Loan"). On the Closing Date, $15 million of the Loan was funded ("Tranche 1").
The Loan bore interest at an annual rate equal to the greater of (a) the sum of 7.00 % plus the prime rate as reported in The Wall Street
Journal and (b) 10.75%. The Loan was secured by a lien upon and security interest in all of the Company's assets, including intellectual
property, subject to agreed exceptions. The Loan was paid in full on its maturity date of December 1, 2024 along with a final payment
equal to 4.25 % of the Loan commitment amount, or $850,000, the ("Loan Premium") and the lien upon and security interest in
all of the Company's assets was released.

 F- 13

 The Loan Agreement included a conversion option
to convert up to $5.0 million of the principal amount of the Loan outstanding at the option of Avenue, into shares of the Company's
Common Stock at a conversion price of $698.00 per share (the "Conversion Option").

 On the Closing Date, the Company also issued to
Avenue warrants to purchase 3,611 shares of Common Stock of the Company (the "Avenue Warrants") at an exercise price per share
equal to $582.00. The Avenue Warrants are exercisable until November 30, 2026.

 The amount of the carrying value of the notes
payable was determined by allocating portions of the outstanding principal of the notes, resulting in approximately $ 1.4 million allocated
to the fair value of the Avenue Warrants, and approximately $ 2.2 million allocated to the fair value of the embedded Conversion Option.
Accordingly, the total amount of unearned discount of approximately $3.6 million, the total direct financing cost of approximately $ 390,000
and the Loan Premium of $ 850,000 were amortized using the effective interest method over the term of the Loan.

 Total interest expense associated with the Loan was approximately $ 312,000,
which is reflected as a component of interest expense on the accompanying statements of operations and comprehensive loss for the year
ended June 30, 2025. Interest expense associated with this loan was comprised of interest incurred on the outstanding principal of the
loan of approximately $ 163,000, amortization of financing costs of approximately $ 12,000, amortization of the unearned discount of approximately
$ 111,000, and the accretion of the Loan Premium of approximately $ 26,000.

 Total interest expense for the year ended June
30, 2024 was approximately $ 2.9 million on the accompanying statement of operations and comprehensive loss. Interest expense was comprised
of interest incurred on the outstanding principal of the loan of approximately $ 1.5 million, amortization of financing costs of approximately
$ 109,000, amortization of the unearned discount of $ 1.0 million, and the accretion of the Loan Premium of approximately $ 237,000.

 The following is a summary of the Notes Payable as of June 30, 2025
and 2024:

 Schedule of note payable

 Current portion of Notes Payable

 $
 -

 $
 5,000,000

 Less: debt financing costs

 -

 ( 11,820
)

 Less: unearned discount

 -

 ( 111,212
)

 Plus: accretion of Loan Premium

 -

 824,242

 Current portion of Notes Payable, net of financing costs, unearned premium and discount

 $
 -

 $
 5,701,210

 F- 14

 7.

 Fair Value Measurements

 At June 30, 2025, there was no value ascribed to the derivative liabilities
and as of June 30, 2024 the derivative liability related to warrants that was measured on a recurring basis was a level 3 liability and
totaled $3,771.

 The following table presents the activity for level 3 liabilities measured
at fair value using unobservable inputs for the years ended June 30, 2025 and 2024:

 Schedule of derivative liabilities at fair value

 Derivative liability - Avenue Warrants

 Derivative liability - Conversion Option

 Balance at June 30, 2023

 $
 894,280

 $
 925,762

 Additions to level 3 liabilities

 -

 -

 Change in fair value of level 3 liabilities

 ( 890,509
)

 ( 925,762
)

 Transfer in and/or out of level 3

 -

 -

 Balance at June 30, 2024

 $
 3,771

 $
 -

 Additions to level 3 liabilities

 -

 -

 Change in fair value of level 3 liabilities

 ( 3,771
)

 -

 Transfer in and/or out of Level 3

 -

 -

 Balance at June 30, 2025

 $
 -

 $
 -

 The fair values of derivative liabilities for
the Avenue Warrants and Conversion Option at June 30, 2024 in the accompanying balance sheet, were approximately $3,800 and zero, respectively.
The total change in the fair value of the derivative liabilities totaled approximately $ 3,800 and $ 1.8 million for the years ended June
30, 2025, and 2024, respectively; and accordingly, was recorded in the accompanying statements of operations and comprehensive loss.

 The assumptions used in the Black Scholes model
to value the Avenue Warrants at June 30, 2025 included the closing stock price of $ 9.25 per share; the exercise price of $ 582.00, remaining
term 1.4 years, risk free rate of 3.9 % and volatility of 81.0 %.

 The Conversion Option was nil as of June 30, 2025
and June 30, 2024 as the corresponding debt matured and was repaid in December 2024.

 The assumptions used in the Black Scholes model
to value the derivative liabilities at June 30, 2024 included the closing stock price of $ 40.00 per share; for the Avenue Warrants, the
exercise price of $ 582.00, remaining term 2.4 years, risk free rate of 4.6 % and volatility of 82.0 %; and for the Conversion Option, the
conversion price of $ 698.00; remaining term of 5 months, risk free rate of 5.38 % and volatility of 91.0 %.

 Financial assets

 As of June 30, 2025, investments in U.S. Treasury Bills were valued
through use of quoted prices and are classified as Level 1. The following table presents information about our assets that are measured
at fair value on a recurring basis using the above input categories.

 F- 15

 Measured at fair value on a recurring basis

 Fair Value Measurements at

 Level 1

 Level 2

 Level 3

 Total

 Cash

 $
 3,978,271

 $
 -

 $
 -

 $
 3,978,271

 U.S. Treasury Bills due in 3 months or less at purchase

 13,566,276

 -

 -

 13,566,276

 Total

 $
 17,544,547

 $
 -

 $
 -

 $
 17,544,547

 Fair Value Measurements at

 Level 1

 Level 2

 Level 3

 Total

 Cash

 $
 12,763,941

 $
 -

 $
 -

 $
 12,763,941

 U.S. Treasury Bills due in 3 months or less at purchase

 11,079,857

 -

 -

 11,079,857

 Total

 $

 $
 -

 $
 -

 $

 8.

 Equity Transactions

 Issuance of common stock for cash

 On August 31, 2022, the Company entered into a
Controlled Equity Offering Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. and B. Riley Securities,
Inc. (collectively, the "Agents"), pursuant to which the Company may issue and sell from time-to-time shares of the Company's
common stock through the Agents, subject to the terms and conditions of the Sales Agreement. On April 6, 2023, the Company and B. Riley
Securities, Inc. mutually agreed to terminate B. Riley Securities, Inc.'s role as a sales agent under the Sales Agreement. During
the year ended June 30, 2024, the Company sold 33,375 shares of common stock under the Sales Agreement for total net proceeds of approximately
$ 9.3 million after deducting 3 % commissions and expenses of approximately $ 377,000. During the year ended June 30, 2025, the Company sold
 215 shares of common stock under the Sales Agreement for total net proceeds of $ 6,400 after 3 % commissions and expenses of approximately
$ 200. On September 25, 2024, the Company suspended the sales agreement and terminated the continuous offering by us under the effective
Prospectus Supplement filed January 19, 2024.

 On March 6, 2024, the Company closed a best efforts
public offering (the "Offering") of 150,000 shares (the "Shares") of its common stock, par value $0.0001 per share
(the "Common Stock"), pre-funded warrants (the "Pre-funded Warrants") to purchase 60,000 shares of Common Stock,
and warrants to purchase up to 105,000 shares of Common Stock (the "Common Warrants") at a combined public offering price
of $ 100.00 per Share, or Pre-funded Warrant, and the associated Common Warrant. The Common Warrants
have an exercise price of $ 150.00 per share and are immediately exercisable upon issuance for a period of five years following the date
of issuance. The gross proceeds to the Company from the Offering were approximately $ 21.0 million, before deducting placement agent
fees and offering expenses of approximately $2.5 million, resulting in net proceeds of approximately $18.5 million. Additionally, upon
closing the Company issued the placement agent warrants ("Placement Agent's warrants") to purchase 10,500 shares of
Common Stock exercisable at a per share price of $ 125.00, which was equal to 125% of the public offering price per share. The Placement
Agent's Warrants are exercisable during a five-year period commencing 180 days from March 6, 2024. The Pre-Funded Warrants were
exercised shortly after issuance and the 60,000 shares of Common Stock were issued during the year ended June 30, 2024.

 On September 25, 2024, the Company closed a best
efforts public offering (the "September 2024 Offering") of 136,080 shares of its common stock, par value $ 0.0001 per share,
pre-funded warrants (the "September Pre-funded Warrants") to purchase 60,000 shares of Common Stock, and warrants to purchase
up to 196,080 shares of Common Stock (the "September Common Warrants") at a combined public offering price of $ 15.30 per share,
or September Pre-funded Warrant, and the associated September Common Warrant. 26,500 September Pre-funded Warrants were exercised shortly
thereafter and reflected on the statement of changes in stockholders' equity as a component of proceeds from issuance of common
stock. The September Common Warrants have an exercise price of $ 15.30 per share and were immediately
exercisable upon issuance and will expire on the fifth anniversary date of the original issuance date. The gross proceeds to the
Company from the September 2024 Offering was approximately $ 3.0 million, before deducting placement agent fees and offering expenses of
approximately $747,000. Additionally, upon closing, the Company issued the placement agent warrants ("September Placement Agent's
Warrants") to purchase 981 shares of Common Stock exercisable at a per share price of $ 19.10, which was equal to 125% of the public
offering price per share. The September Placement Agent's Warrants are exercisable during a five-year period commencing 180 days
from September 25, 2024.

 F- 16

 In October 2024, the Company closed three registered
direct offerings totaling 825,600 shares of its common stock, par value $ 0.0001 per share, and two concurrent private placements of warrants
to purchase up to 711,000 shares of Common Stock (the "October Common Warrants") priced at-the-market under Nasdaq rules at
prices ranging from $ 15.00 to $ 28.30 per share (the "October Offerings"). The October
Common Warrants have exercise prices ranging from $ 13.70 to $ 21.20 per share and are exercisable beginning six months following issuance
and will expire on the fifth anniversary date of the original issuance dates. The gross proceeds to the Company from the October
Offerings totaled approximately $ 15.9 million, before deducting placement agent fees and offering expenses of approximately $ 2.5 million.
Additionally, upon closing of the October Offerings, the Company issued placement agent warrants (the "October Placement Agent's
Warrants") to purchase 41,321 shares of Common Stock in the aggregate exercisable at a per share price ranging from $ 18.80 to $ 35.40,
which was equal to 125% of the offering price per share in the applicable October Offering. The October Placement Agent's Warrants
are exercisable during a five-year period commencing 180 days from each of the respective closing dates of the October Offerings.

 During the year ended June 30, 2025, 189,630 of
common warrants from the September 2024 Offering were exercised at $ 15.30 per share for proceeds totaling approximately $ 2.9 million,
and 33,500 September Pre-funded Warrants were also exercised. In addition, 667 September Placement Agent's Warrants were exercised
on a cashless exercise basis and 422 common shares were issued.

 Issuance of common stock for services

 On May 10, 2024, the Company awarded 1,500 shares
of Common Stock to a vendor as part of their fees in exchange for services. The fair value of the Common Stock at the date of issuance
was $ 48.60 per share. The stock-based compensation expense related to this Common Stock issuance was $ 72,900 for the year ended June 30,
2024.

 On August 12, 2024, the Company awarded 1,500
shares of Common Stock to a vendor as part of their fees in exchange for services. The fair value of the Common Stock at the date of issuance
was $ 22.30 per share. The stock-based compensation expense related to this Common Stock issuance was $ 33,450 for the year ended June 30,
2025.

 On April 24, 2025, the Company awarded 4,500 shares
of Common Stock to a vendor as part of their fees in exchange for services. The fair value of the Common Stock at the date of issuance
was $ 8.94 per share. The stock-based compensation expense related to this Common Stock issuance was $ 40,230 for the year ended June 30,
2025.

 Stock Options

 The following table summarizes the activity relating to the Company's
stock options for the years ended June 30, 2025 and 2024:

 Schedule of summarizes the activity relating to the Company's stock options

 Options

 Weighted-Average Exercise Price

 Weighted Remaining Average Contractual Term

 Aggregate Intrinsic Value

 Outstanding at June 30, 2023

 39,529

 $
 710.00

 6.3

 $
 1,067,966

 Granted

 15,525

 117.00

 9.8

 -

 Options Expired

 ( 64
)

 460.90

 -

 -

 Options Canceled

 ( 3,182
)

 571.90

 -

 -

 Outstanding at June 30, 2024

 51,808

 541.10

 6.1

 -

 Options Granted

 49,031

 24.01

 7.1

 -

 Options Expired

 ( 7,725
)

 553.23

 -

 -

 Options Canceled

 ( 8,242
)

 ( 78.75
)

 -

 -

 Outstanding at June 30, 2025

 84,872

 $
 286.20

 6.2

 $
 -

 Exercisable at June 30, 2025

 49,920

 $
 387.85

 5.4

 $
 -

 F- 17

 The fair value of each option grant on the date
of grant is estimated using the Black-Scholes model. The following weighted-average assumptions were utilized for the years ended:

 Schedule of assumptions used

 Expected life of options (in years)

 Expected volatility

 93.44
 %

 86.28
 %

 Risk free interest rate

 4.34
 %

 4.40
 %

 Dividend Yield

 %

 %

 On October 3, 2023, the Company granted stock
options to purchase 2,112 shares of Common Stock to new hire employees. 20 % of the shares underlying the options awarded vest on the one-year
anniversary of the grant date, and the remaining 80 % will vest in equal monthly installments over 48 months each month thereafter. The
exercise price of the options is $ 341.00, the grant date fair value, and the options terminate on the earlier of the tenth grant date
anniversary or the date of which the options are fully exercised.

 In June 2024, the Company granted stock options
to purchase 11,580 shares of Common Stock to employees. 33 % of the shares underlying the options awarded vest on the grant date, and the
remaining 67 % will vest over 2 years on first and second anniversary of the grant date. The exercise price of the options is $ 47.00, the
grant date fair value, and the options terminate on the earlier of the tenth grant date anniversary or the date of which the options are
fully exercised.

 On December 20, 2024, the Company granted to employees
and directors stock options to purchase 20,893 and 11,308 shares of Common Stock, respectively. The options have an exercise price of
$ 19.00 per share equal to the Company's stock price at the close on December 20, 2024, the grant date. The fair value of the stock
options issued to Directors were $ 12.00 per share. The fair value of the stock options issued to Management was $ 14.30 per share.

 The Company recorded stock based compensation
expense relating to the vesting of stock options of approximately $ 1.2 million and $ 2.8 million for the years ended June 30, 2025 and
2024, respectively.

 Issuance and modification of restricted stock units, restricted
shares and stock options:

 On November 9, 2023, the Company granted equity
awards for the board of directors' annual compensation. Four directors received 1,827 Restricted Stock Units ("RSUs")
with a grant date fair value of $ 301.00 per share. In addition, two directors received stock options to purchase 1,833 shares of common
stock at an exercise price of $ 301.00 per share with a grant date fair value of $ 183.00 per share. The equity awards vest quarterly on
February 9, 2024, May 9, 2024, August 9, 2024 and earlier of November 9, 2024 or the next annual shareholders' meeting. During the
year ended June 30, 2024, 457 of these RSUs vested. During the year ended June 30, 2025, 682 of these RSUs vested and 232 RSUs were cancelled
due to Mr. Gorlin resigning from the Board of Directors.

 In December 2023, the Company terminated five
employees and as part of their severance agreement modified their equity awards that had been granted pursuant to the 2019 Omnibus Plan.
The modifications included the acceleration of certain stock option awards to purchase a total of 563 shares of common stock ("Accelerated
Options"), effective on the December Separation Date, as defined in severance agreement ("Separation Date"), and extended
the expiration date for one year from the Separation Date for both the Accelerated Options and any vested and unexercised stock options
held by the terminated employees as of the Separation Date. Accordingly, the Company remeasured the Accelerated Options based on the stock
price of $154.00 per share at the close on the Separation Date and a one-year extension of the term. The net adjustment for the modification
was a net credit of $127,199 and was recognized as an adjustment to stock compensation expense during the year ended June 30, 2024.

 Additionally, 103 vesting RSUs were accelerated
as of the Separation date. The modified RSUs were remeasured based on the stock price of $154.00 per share at close on the Separation
Date and $15,865, was recorded to additional in stock-based compensation for the year ended June 30, 2024 as a result of the modification.

 F- 18

 On the Separation date, December 2023, the Company
canceled 1,840 unvested stock options and 103 unvested RSUs. Additionally, the Company canceled an additional 1,342 unvested stock options
for employees that voluntarily left the company.

 On June 24, 2024, the Company granted a total
of 8,580 RSUs to employees, with a grant date fair value of $ 47.40 per share. The RSUs vested on the grant date. The Company delivered
the vested portion of the RSU's and issued 8,580 shares of Common Stock, of which 2,145 shares were withheld in Treasury stock in
exchange for payment of withholding tax on behalf of the employees.

 On November 20, 2024, the Company granted equity
awards as part of the board of directors' annual compensation. Two directors received 6,690 RSUs with a grant date fair value of
$ 33.60 per share and three directors received stock options to purchase 16,830 shares of Common Stock at an exercise price of $ 33.60 per
share with a grant date fair value of $ 21.10 per share. The RSUs vest quarterly on February 8, 2025, May 8, 2025, August 8, 2025 and the
earlier of November 8, 2025 or the next annual shareholders' meeting. During the year ended June 30, 2025, 2,528 shares were issued
related to the RSUs that vested and 2,415 shares were canceled due to departures.

 On January 1, 2025, the Company awarded 4,500
shares of restricted common stock as part of a service agreement to a vendor. The restricted common shares fully vest on the first anniversary
of the effective date. The total cost of the award was based on $ 21.80 per share as of the date of the award and related stock-based compensation
expense for the year ended June 30, 2025 was $ 49,050.

 On January 21, 2025, the Company granted a total
of 10,500 RSUs to Advisory board members at the grant date fair value of $ 20.50. Vesting of the RSUs are in five equal installments at
the grant date and each calendar quarter end beginning March 31, 2025.

 The following table summarizes vesting of restricted
stock units:

 Schedule of unvested of restricted stock units

 Number of Shares

 Weighted Average Grant Date Fair Value Per Share

 Unvested at June 30, 2023

 5,965

 $
 524.00

 Issued

 10,407

 91.60

 Vested

 ( 12,240
)

 169.40

 Canceled

 ( 103
)

 612.00

 Unvested at June 30, 2024

 4,029

 $
 445.90

 Issued

 17,190

 25.60

 Vested

 ( 11,314
)

 107.60

 Canceled

 ( 2,693
)

 70.75

 Unvested at June 30, 2025

 7,212

 $
 116.41

 The total stock-based compensation expense from restricted stock units
and restricted shares for the year ended June 30, 2025 and 2024 was approximately $ 1.2 million and $ 1.8 million, respectively.

 F- 19

 Stock Warrants

 The following table summarizes the warrants activity during the years
ended June 30, 2025 and 2024:

 Summary of warrants activity

 Number of Shares

 Weighted Average Exercise Price

 Weighted Average Remaining Life (Years)

 Aggregate Intrinsic Value

 Outstanding and exercisable at June 30, 2023

 77,703

 $
 206.00

 4.0

 $
 18,318,954.00

 Granted

 175,500

 131.40

 5.0

 -

 Exercised

 ( 60,000
)

 100.00

 -

 -

 Outstanding and exercisable at June 30, 2024

 193,203

 $
 140.30

 4.0

 $
 -

 Granted

 1,018,210

 16.54

 4.8

 -

 Exercised

 ( 250,297
)

 15.31

 -

 -

 Expired

 ( 1,018
)

 218.81

 -

 -

 Outstanding and exercisable at June 30, 2025

 960,098

 $
 35.02

 4.1

 $
 -

 The table below shows the expiration of the warrants
outstanding as of June 30, 2025:

 Schedule of warrants outstanding

 Number of Warrants

 Expiring June 30,

 -

 2026

 2027

 3,610

 2028

 72,728

 2029

 115,509

 2030

 767,891

 Total outstanding warrants

 960,098

 9.

 Leases

 Office Leases

 The Company pays an annual rent of $ 2,200
for its headquarters at 680 W Nye Lane, Suite 201, Carson City Nevada 89703. The rental agreement was for a one-year 1 term,
commenced on October 1, 2022 and has been subsequently renewed at each annual maturity date at the same rate.

 The Company's San Diego office lease at
5090 Shoreham Place Suite 212, San Diego, CA 92122 which commenced on March 1, 2022, was for a term of 38 months with a base monthly rate
of $4,300, and annual increases of three percent. In February 2024, the Company amended the lease agreement which allowed the Company
to vacate the then current space and move to a larger space at Suite 206. The current monthly base rate for the new office space is $ 10,024,
with an annual increase of four percent. The term for the new office lease is 60 months and commenced on February 12, 2024. The lease
that was in place for the 5090 Shoreham Place Suite 212 office was effectively extinguished upon the commencement of the new office space
lease on February 12, 2024, resulting in the write off of the corresponding remaining right-of-use asset and operating lease liability
of $ 56,909 and $ 62,124, respectively, and a gain to selling, general and administrative expenses of $ 5,215 for the year ended June 30,
2024.

 F- 20

 Total operating lease expense for the years ended
June 30, 2025 and 2024 of approximately $ 127,000 and $ 78,000, respectively, were included in the accompanying statements of operations
and comprehensive loss as a component of selling, general and administrative expenses.

 The right-of-use asset, net and current and non-current
portion of the operating lease liabilities included in the accompanying balance sheets are as follows:

 Schedule of deferred tax assets

 Assets

 Operating lease right-of-use asset, net

 $
 339,653

 $
 406,726

 Liabilities

 Current portion of operating lease liability

 $
 74,464

 $
 60,343

 Operating lease liability, net of current portion

 275,430

 349,894

 Total operating lease liability

 $
 349,894

 $
 410,237

 At June 30, 2025, the future estimated minimum lease payments under
non-cancelable operating leases are as follows:

 Schedule of future estimated minimum lease payments under non-cancelable operating leases

 Year ending June 30

 2026

 $
 122,042

 2027

 126,313

 2028

 130,734

 2029

 77,796

 Total minimum lease payments

 456,885

 Less amount representing interest

 ( 106,991
)

 Present value of future minimum lease payments

 349,894

 Total cash paid for amounts included in the measurement of lease liabilities
were $ 117,915 and $ 83,910 for the years ended June 30, 2025 and 2024, respectively.

 The weighted average remaining lease term and
discount rate as of June 30, 2025 and 2024 were as follows:

 Schedule of weighted average remaining lease term and discount rate

 Weighted average remaining lease term (Years)

 Operating lease

 3.6

 4.6

 Weighted average discount rate

 Operating lease

 15.00
 %

 15.00
 %

 F- 21

 10.

 Commitments and Contingencies

 Royalty Agreements

 Pursuant to the Agreement and Plan of Merger entered
into on April 11, 2016, by and between our predecessor entities, LAT Pharma and NanoAntibiotics, Inc., the Company is obligated to pay
a low single digit royalty on net sales of BIV201 (continuous infusion terlipressin) to be shared by the members of LAT Pharma Members,
Pharma In Corporation, and The Barrett Edge, Inc.

 Pursuant to the Technology Transfer Agreement
entered into on July 25, 2016, by and between the Company and the University of Padova (Italy), the Company is obligated to pay a low
single digit royalty on net sales of all terlipressin products covered by US patent no. 9,655,645 and any future foreign issuances, capped
at a maximum of $200,000 per year.

 Shareholder class action complaint and shareholder derivative complaints

 On January 19, 2024, a purported shareholder class
action complaint, captioned Eric Olmstead v. BioVie Inc. et al., No. 3:24-cv-00035, was filed in the U.S. District Court for
the District of Nevada, naming the Company and certain of its officers as defendants. On February 22, 2024, a second, related
putative securities class action was filed in the same court asserting similar claims against the same defendants, captioned Way v.
BioVie Inc. et al., No. 2:24-cv-00361. On April 15, 2024, the court consolidated these two actions under the caption In re BioVie
Inc. Securities Litigation, No. 3:24-cv-00035, appointed the lead plaintiff, and approved selection of the lead counsel. On June 21,
2024, the lead plaintiff filed an amended complaint, alleging that the defendants made material misrepresentations and/or omissions of
material fact relating to the Company's business, operations, compliance, and prospects, including information related to the NM101
Phase 3 study and trial of bezisterim (NE3107) in mild to moderate probable AD, in violation
of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The class action is on behalf
of purchasers of the Company's securities during the period from December 7, 2022 through November 28, 2023, and seeks unspecified
monetary damages on behalf of the putative class and an award of costs and expenses, including attorney's fees. The defendants filed
a motion to dismiss the amended complaint on August 21, 2024, and that motion was fully briefed as of December 5, 2024. On March 27, 2025,
the court denied the defendants' motion to dismiss, and the parties are now engaged in the early stages of fact discovery.

 On December 30, 2024, a shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder Andrew Hulm, allegedly on behalf
of the Company, that piggy-backs on the securities class action also pending in that court. The derivative complaint names certain current
and former officers and directors as defendants, and generally alleges that they breached their fiduciary duties by causing or failing
to prevent the securities violations alleged in the securities class action. The derivative complaint also alleges claims for unjust enrichment,
waste of corporate assets, gross mismanagement, and abuse of control as against all defendants. On March 18, 2025, the court ordered the
Hulm derivative lawsuit stayed, pending resolution of the motion to dismiss the securities class action described above.

 On April 28, 2025, a second shareholder derivative
lawsuit was filed in the United States District Court for the District of Nevada by putative stockholder William Settel, allegedly on
behalf of the Company, that likewise piggy-backs on the securities class action. The Settel derivative complaint alleges essentially the
same claims as the Hulm derivative action against the same defendants based on the same alleged conduct.

 The Company believes that the claims are without
merit and intends to defend vigorously against them, but there can be no assurances as to the outcome.

 11.

 Employee Benefit Plan

 On August 1, 2021, the Company began sponsoring
an employee benefit plan subject to Section 401(K) of the Internal Revenue Service Code (the "401K Plan") pursuant to which,
all employees meeting eligibility requirements are able to participate.

 Subject to certain limitations in the Internal Revenue Code, eligible
employees are permitted to make contributions to the 401K Plan on a pre-tax salary reduction basis and the Company will match 5% of the
first 5% of an employee's contributions to the 401K Plan. The Company made contributions into the plan of approximately $ 152,400
and $ 153,200, for the years ended June 30, 2025 and 2024, respectively.

 F- 22

 12.

 Income Taxes

 Significant components of the Company's deferred tax assets (liabilities)
are as follows:

 Schedule of deferred tax assets

 Deferred tax assets (liabilities):

 Tax loss carryforward

 $
 58,323,950

 $
 51,429,074

 Intangible assets

 ( 49,935
)

 ( 114,161
)

 Stock based compensation

 6,531,784

 5,860,272

 R&D capitalized

 10,134,322

 12,467,969

 Valuation Allowance

 ( 74,940,121
)

 ( 69,643,154
)

 Net deferred tax assets

 $
 -

 $
 -

 At June 30, 2025 and 2024, the Company has recorded a full valuation
against its net deferred tax assets of approximately $ 74.9 million and $ 69.6 million, respectively, since in the judgement of management,
these assets are not more than likely to be realized. The increase in the valuation allowance during the year ended June 30, 2025 was
approximately $ 5.3 million.

 At June 30, 2025, the Company had a Net Operating
Loss ("NOL") carryforward of approximately $ 208 million. NOL's generated prior to 2018 have expiration dates ranging
from 2032 to 2037. Utilization of the Company's historical NOL are subject to limitations under Internal Revenue Code Section 382
as a result of multiple ownership changes through the Company's capital raises.

 The Company has no current tax expense due to its net losses and a
full valuation allowance.

 Reconciliation of the differences between income
tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended June 30,
2025 and 2024 is as follows:

 Schedule of effective income tax rate reconciliation

 2025

 2024

 Income tax expense at federal statutory rate

 %

 %

 State taxes, net of federal benefit

 %

 %

 Change in valuation allowance

 ( 28
 %)

 ( 28
 %)

 Effective tax rate

 -

 -

 On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (the
"Act"), which contains a broad range of tax reform provisions affecting businesses. The Company is currently evaluating
the full effects of the Act and does not anticipate a material impact on the financial statements.

 13.

 Segment Reporting

 The Company operates as one operating segment with a focus on its efforts
to develop drug therapies for the treatment of neurological and neurodegenerative disorders and advanced liver disease. The Company's
CEO, as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included
within these financial statements and segment performance is evaluated based on net loss. This enables the CEO to assess the overall level
of available resources and determine how best to deploy these resources across functions, clinical trials, and development projects in
line with the long-term company-wide strategic goals. The measurement of segment assets is reported on the balance sheet as total assets.
All of the Company's tangible assets are held in the United States.

 The following table
presents selected financial information with respect to the Company's single operating segment and its significant segment expenses
for the years ended June 30, 2025 and 2024:

 Schedule of segment reporting information

 For the Year Ended

 For the Year Ended

 Clinical studies

 $
 3,660,000

 $
 11,081,000

 Clinical teams

 4,479,000

 8,873,000

 Chemistry, manufacturing and controls

 834,000

 2,066,000

 Other research and development expenses

 294,000

 1,081,000

 Selling, general and administrative expenses

 8,570,000

 8,850,000

 Amortization of intangible assets

 229,000

 229,000

 Other income, net

 ( 524,000
)

 ( 59,000
)

 Net loss

 $
 ( 17,542,000
)

 $
 ( 32,121,000
)

 F- 23

 14.

 Subsequent Events

 On
August 11, 2025, the Company closed an underwritten public offering of (i) 5,620,000 units (the "Units"), with each Unit
consisting of one share of common stock and one warrant (the "Warrants") and (ii) 380,000 pre-funded units (the
"Pre-Funded Units"), with each Pre-Funded Unit consisting of one pre-funded warrant and one Warrant. The underwriter
also exercised its over-allotment option in part and purchased an additional 667,300 Warrants. The offering resulted in net proceeds
of approximately $ 10.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses. Each
Unit was sold to the public at a price of $2.00 per Unit and each Pre-Funded Unit was sold to the public at a price of $1.999 per
Pre-Funded Unit (which represents the public offering price of each Unit less the $0.0001 per share nominal exercise price for each
Pre-Funded Warrant). On August 8, 2025, the Warrants commenced trading on The Nasdaq Capital Market under the symbol
"BIVIW." Each Warrant is immediately exercisable, entitles the holder to purchase one share of common stock at an
exercise price of $ 2.50 per share and expires five years from the date of issuance. Each Pre-Funded Warrant is immediately
exercisable, entitles the holder to purchase one share of common stock and may be exercised at any time until exercised in
full.

 F- 24