BIVI

Is there a lock‑up or resale restriction period for the newly issued shares and warrants that could affect short‑term supply dynamics?

Created August 08, 2025 at 12:45 AM

Answer

Based on the information contained in the press release you provided, there is no explicit mention of a lock‑up or resale‑restriction period for the shares and warrants that are being sold in BioVie’s under‑written public offering.

What the release tells us

Offering size: 6 million units (each unit = 1 share of common stock + 1 warrant, or the equivalent pre‑funded unit).
Price: $2.00 per unit (or the unit price less a $0.0001 nominal exercise price for the pre‑funded warrant).
Expected gross proceeds: Approximately $12 million.
No further details are given about the terms and conditions that will govern the securities after they are issued—specifically, there is no statement about a “lock‑up,” “restricted‑sale,” “stand‑still,” or any other resale‑restriction provision.

Why a lock‑up period matters

In many equity offerings (especially secondary offerings, private placements, or IPOs), the company and its underwriters impose a lock‑up on the newly issued shares (and sometimes on the warrants) that prevents the selling shareholders from disposing of the securities for a set period—commonly 90 days, 180 days, or up to 1 year. Such a restriction can:

Stabilize the post‑offering price by limiting the amount of new supply that can hit the market immediately.
Impact short‑term liquidity for investors who might otherwise be looking to flip the shares or exercise the warrants right away.
Influence market perception because a long lock‑up can be interpreted as management’s confidence that the shares will hold value, whereas a short or no lock‑up may suggest a willingness to let the market absorb the shares quickly.

What we can infer (and the limits of that inference)

Typical practice: For a public offering of common stock and warrants like this, it is common for the underwriters to request a lock‑up on the shares being sold by the company (or by any existing shareholders who are part of the offering) to protect the offering’s pricing and to avoid immediate downward pressure on the stock. However, the exact length and scope of any lock‑up is negotiable and is disclosed in the registration statement (Form S‑1 or S‑3) and the related prospectus rather than in a brief news release.
Warrants: Warrants are often exercisable only after a certain period (e.g., 30 days, 90 days) and may have expiration dates that are years out. The press release does not specify any “early‑exercise” restrictions or a “stand‑still” on warrant sales, so we cannot assume any special limitation beyond the standard terms that will be set out in the warrant agreement.
Pre‑funded warrants: The description of the pre‑funded units notes a $0.0001 nominal exercise price for the pre‑funded warrant, which is essentially a “cash‑less” exercise. This is a technical detail of the unit structure and does not, by itself, create a lock‑up; any resale restriction would still need to be spelled out in the offering documents.

Bottom line

From the press release alone: There is no information indicating whether a lock‑up or resale‑restriction period exists for the newly issued shares or warrants.
What you should do next: To determine definitively whether a lock‑up is in place—and its length—you would need to review the SEC filing associated with this offering (e.g., the Form S‑1 or S‑3 registration statement, the prospectus supplement, and the underwriting agreement). Those documents contain the precise language on any “lock‑up agreements” or “restricted‑sale agreements” that the underwriters and the company have agreed upon.
Potential impact: If a lock‑up does exist, it could temporarily limit the supply of shares on the market, helping to support the post‑offering price in the short term. Conversely, if no lock‑up is imposed, the newly issued shares and warrants could be sold or exercised relatively quickly, which might increase short‑term supply and add volatility.

Practical recommendation for investors or analysts

Locate the SEC filing (e.g., on SEC.gov under BioVie’s filings for the date around August 7‑8 2025). Look for a section titled “Lock‑up Agreements” or “Underwriting Agreement” that outlines any restrictions.
Check the warrant terms in the same filing to see if there are any “early‑exercise” prohibitions or “stand‑still” clauses that could affect when the warrants can be sold or exercised.
Monitor post‑offering trading: If the lock‑up period is typical (e.g., 90 days), you may see a re‑sale window open around that time, which could lead to a modest increase in share volume. If no lock‑up is disclosed, be prepared for potentially higher volatility as the new shares and warrants become freely tradable immediately after the offering closes.

In summary, the press release does not specify any lock‑up or resale restriction, so you’ll need to consult the detailed offering documents to know for sure whether such a period exists and how it might influence short‑term supply dynamics.