SCHEDULE: BioVie CEO Boosts Stake, Company Amends Equity Plan

BioVie Inc.'s CEO, Cuong Do, increased his beneficial ownership to 5.03% of Class A Common Stock, while the company amended its 2019 Omnibus Equity Incentive Plan to authorize an additional 3,045,818 shares for awards.

Summary

• Cuong Do, President and CEO of BioVie Inc., and Do & Rickles Investments, LLC (100% owned by Mr. Do and his wife), collectively reported beneficial ownership of 399,018 shares of BioVie Inc. Class A Common Stock, representing 5.03% of the class.
• This ownership includes 907 shares held directly by Mr. Do, 9,992 shares held directly by Do & Rickles Investments, LLC, 5,050 warrants held by Do & Rickles Investments, LLC, and 383,069 stock options held by Mr. Do, all exercisable within 60 days.
• The percentage ownership is calculated based on 7,541,539 shares outstanding as of March 23, 2026, plus 388,119 shares issuable from exercisable warrants and options.
• The securities were acquired for investment purposes using personal funds or as compensation for Mr. Do's role as CEO.
• The BioVie Inc. 2019 Omnibus Equity Incentive Plan was amended and restated, effective November 10, 2025.
• The amended plan authorizes an aggregate of 3,100,000 shares for awards, including 3,045,818 new shares, all of which may be issued as Incentive Stock Options.
• The plan aims to attract, retain, and incentivize employees, directors, and consultants, aligning their interests with stockholders.
• It allows for various equity awards, including stock options, restricted stock, performance awards, and stock appreciation rights.
• A maximum of 2,000,000 shares may be subject to option awards granted to any one person during any calendar year.
• The plan includes provisions for adjustments in case of corporate events like recapitalizations or changes of control, and a clawback policy for financial restatements.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the CEO's significant beneficial ownership, indicating strong insider confidence, and the expanded equity incentive plan, which is crucial for attracting and retaining talent in a competitive industry.

Positives

• CEO Cuong Do's increased beneficial ownership to 5.03% signals a strong alignment of management interests with shareholders, indicating confidence in the company's long-term prospects.
• The amendment of the 2019 Omnibus Equity Incentive Plan, authorizing an additional 3,045,818 shares, enhances the company's ability to attract and retain key talent (employees, directors, and consultants) through various equity-based compensation awards.
• The plan's inclusion of a clawback policy for financial restatements demonstrates a commitment to good corporate governance and accountability.

Risks

• The reporting persons may acquire additional securities or dispose of their current holdings in the future, which could impact the stock price.
• Mr. Do, as President and Chief Executive Officer, may have influence over corporate activities, which could be perceived as a concentration of power.
• The value of equity awards granted under the incentive plan is subject to market fluctuations of the company's stock.
• Awards under the plan are subject to reduction, forfeiture, or repayment if required by law due to a correction or restatement of the company's financial information.
• The company has no liability to holders if taxes, penalties, or excise taxes are ultimately determined to be applicable to any payment or benefit received under the Section 409A provisions.

Future Outlook

The reporting persons intend to continuously review their investment in BioVie Inc. and may in the future acquire additional securities, dispose of existing securities, or take other actions, including surrendering shares for tax withholding obligations. The amended equity incentive plan is designed to support future talent acquisition and retention, aligning employee, director, and consultant interests with long-term stockholder value.

Management Comments

• "The Reporting Persons acquired all their securities for investment purposes only and the securities are being held as a long-term investment."
• "Mr. Do is the President and Chief Executive Officer of the Issuer and acquired his securities in that capacity. As a result, Mr. Do may have influence over the corporate activities of the Issuer..."
• "The purpose of this BioVie Inc. 2019 Omnibus Equity Incentive Plan... is to benefit BioVie Inc.... and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to employees, directors, and consultants... and to align the interests of such service providers with those of the Company's stockholders."

Industry Context

StockSavvy.ai notes that an increase in beneficial ownership by a CEO, particularly crossing the 5% threshold, is often interpreted by the market as a strong vote of confidence in the company's future, potentially signaling undervaluation or strong growth prospects. Concurrently, the amendment and expansion of an equity incentive plan is a common strategy in the biotech or emerging growth sectors to attract and retain top-tier scientific and executive talent, crucial for driving innovation and achieving clinical milestones. This dual action suggests a strategic focus on both internal alignment and external market perception.

Comparison to Industry Standards

• CEO beneficial ownership exceeding 5% is a significant stake, often higher than the average for CEOs in the biotechnology sector, where founder-CEOs might hold larger stakes, but professional managers typically hold less. For example, CEOs at larger biotech firms like Amgen or Gilead Sciences typically hold less than 1% of outstanding shares, while CEOs of smaller, development-stage biotechs might hold 2-5%.
• The authorization of 3.1 million shares for an equity incentive plan, representing a substantial portion of the company's outstanding shares (approximately 41% of the 7.54 million shares outstanding before considering dilution from the plan itself), is on the higher side compared to industry averages, particularly for mature companies. However, for early-stage biotechnology companies, larger equity pools are common to incentivize high-risk, high-reward drug development efforts. Companies like Moderna in its early stages or smaller biotechs often allocate significant equity for talent acquisition.
• The inclusion of a clawback policy aligns with best practices in corporate governance, especially following regulatory pushes like the Dodd-Frank Act, which mandates such policies for listed companies. This is a standard feature in most well-governed public companies across industries.

Corporate Governance

Related Party Transactions

• Cuong Do, as President and Chief Executive Officer, receives equity-based compensation (restricted stock units, option grants, or other awards) pursuant to the Issuer's compensation arrangements.
• Do & Rickles Investments, LLC, which is 100% owned by Mr. Do and his wife, purchased warrants in public offerings on March 4, 2024, and August 7, 2025.

Stakeholder Impact

• Shareholders: Increased insider ownership by the CEO may instill confidence. The expanded equity plan could lead to dilution but is intended to drive long-term value through talent retention and motivation.
• Employees, Directors, and Consultants: The amended equity incentive plan provides enhanced opportunities for equity-based compensation, serving as a strong incentive for performance and retention.
• Management: Cuong Do's significant stake reinforces his commitment and influence over corporate activities.

Next Steps

• The Reporting Persons intend to continuously review their investment in the Issuer and may in the future determine to acquire additional securities or dispose of existing securities.
• The Committee will continue to grant various equity awards (Options, Restricted Stock, Performance Awards, SARs) to eligible employees, directors, and consultants under the amended plan.
• The Board may alter or amend the Plan further, subject to stockholder approval for material changes.

Key Dates

Recommendation

The filing indicates strong insider confidence with CEO Cuong Do increasing his beneficial ownership to over 5%, aligning his interests with long-term shareholder value. The expanded equity incentive plan is a positive step for attracting and retaining key talent, which is crucial for future growth. However, without additional information on the company's operational performance, financial results, or strategic developments, a 'hold' recommendation is appropriate. Investors should monitor future financial reports and business updates to assess the impact of these governance and incentive structures on the company's performance.

Keywords

BioVie Inc., Cuong Do, Schedule 13D, Beneficial Ownership, Equity Incentive Plan, Stock Options, Restricted Stock, Corporate Governance, CEO Stake, Shareholder Alignment, Executive Compensation, SEC Filing