SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2011
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS Socius Agreement As discussed in Note 7 — Shareholders’ Equity And Share-Based Compensation, on December 30, 2011, the Company entered into the Socius Purchase Agreement for up to $5 million with Socius. On January 6, 2012, the Company presented Socius with a Tranche Notice to purchase 105 shares of Preferred Stock for $1,050,000. As defined in the Socius Purchase Agreement, upon receipt of the Tranche Notice, Socius exercised its Additional Investment Right for 4,468,085 common shares for $0.235 per share. The portion of the Warrant representing 35% of the Preferred Stock amount became vested and exercisable and accordingly Socius exercised the vested portion of the Warrant for 1,563,830 shares for $0.235 per share. Socius paid for the shares issued pursuant to the Additional Investment Right and the Warrant in the form of a secured promissory note. On February 24, 2012, the Company issued Socius 105 shares of Preferred Stock and immediately thereafter redeemed all 105 shares of the Preferred Stock by offsetting the full redemption price for these shares against the full amount owed to the Company under the note. On February 29, 2012, the Socius Purchase Agreement terminated pursuant to its terms. On February 13, 2012, Socius filed a $250,000 claim against the Company in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida (the “Court”), in connection with a non-refundable commitment fee owed to Socius pursuant to the Socius Purchase Agreement (the “Claim”). On February 16, 2012, the Court entered an Order Approving Stipulation for Settlement of Claim (the “Order”) with respect to the Claim. The Order and the Stipulation for Settlement of Claim, dated February 15, 2012, between the Company and Socius (the “Stipulation”), provides for the full and final settlement of the Claim. Pursuant to the terms of the Order and the Stipulation, the Company issued and delivered to Socius 2,500,000 shares of the Company’s common stock (the “Settlement Shares”), subject to adjustment as set forth in the Stipulation. The total number of shares of the Company’s common stock to be issued to Socius in connection with the Order was adjusted on the 21st trading day following the date on which the Settlement Shares are issued based on the number of VWAP Shares (as defined below) that exceeded the number of Settlement Shares initially issued. The number of “VWAP Shares” is equal to (i) $250,000 plus Socius’ reasonable legal fees, expenses, and costs (ii) divided by 70% of the volume weighted average price of the Company’s common stock over the 20-day trading period immediately following the date on which the Settlement Shares were issued. In no event will the number of shares of the Company’s common stock issued to Socius in connection with the settlement of the Claim, aggregated with all shares of the Company’s common stock then owned or beneficially owned or controlled by, collectively, Socius and its affiliates, at any time exceed 9.99% of the total number of shares of the Company’s common stock then outstanding. On March 2, 2012 and March 21, 2012, the Company issued to Socius additional shares of the Company’s common stock equal to the difference between the number of VWAP Shares and the number of Settlement Shares. As of March 23, 2012, the final VWAP Shares was 5,480,795 and the total number of additional shares issued by the Company to Socius as final settlement was 2,980,795. NASDAQ Voluntary Delisting On February 7, 2012, the Company filed a Form 25 with the SEC to effect the voluntary delisting of the Company’s common stock from The NASDAQ Capital Market and the Company’s common stock began trading on the OTCQB under the trading symbol “BNVI”. Restructuring of Work Force As a result of insufficient cash flow, on March 9, 2012, the Company annouced that the Company reduced its workforce by over 90%. As of March 23, 2012, the Company had 5 remaining employees, all at a reduced salary rate. March 2012 Financing On March 12, 2012, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the investors named in the Securities Purchase Agreement (the “Investors”), pursuant to which the Investors purchased an aggregate of 14,231,696 shares of its common stock and warrants to puchase 11,485,844 shares of its common stock. The exercise price of the warrants is $0.03 per share. The warrants expire on March 30, 2012 and as of March 23, 2012, no warrants were exercised. Potential Equity Financing On February 8, 2012, the Company filed a registration statement on Form S-1 with the SEC (File No. 33-179429), as amended, to register the offering of an aggregate of up to $25 million in convertible preferred stock and warrants to purchase shares of common stock. The Company expects that the terms and conditions of this potential offering, if consummated, will change.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2011

12. SUBSEQUENT EVENTS

Socius Agreement

As discussed in Note 7 — Shareholders’ Equity And Share-Based Compensation, on December 30, 2011, the Company entered into the Socius Purchase Agreement for up to $5 million with Socius. On January 6, 2012, the Company presented Socius with a Tranche Notice to purchase 105 shares of Preferred Stock for $1,050,000. As defined in the Socius Purchase Agreement, upon receipt of the Tranche Notice, Socius exercised its Additional Investment Right for 4,468,085 common shares for $0.235 per share. The portion of the Warrant representing 35% of the Preferred Stock amount became vested and exercisable and accordingly Socius exercised the vested portion of the Warrant for 1,563,830 shares for $0.235 per share. Socius paid for the shares issued pursuant to the Additional Investment Right and the Warrant in the form of a secured promissory note.

On February 24, 2012, the Company issued Socius 105 shares of Preferred Stock and immediately thereafter redeemed all 105 shares of the Preferred Stock by offsetting the full redemption price for these shares against the full amount owed to the Company under the note. On February 29, 2012, the Socius Purchase Agreement terminated pursuant to its terms.

On February 13, 2012, Socius filed a $250,000 claim against the Company in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida (the “Court”), in connection with a non-refundable commitment fee owed to Socius pursuant to the Socius Purchase Agreement (the “Claim”).

On February 16, 2012, the Court entered an Order Approving Stipulation for Settlement of Claim (the “Order”) with respect to the Claim. The Order and the Stipulation for Settlement of Claim, dated February 15, 2012, between the Company and Socius (the “Stipulation”), provides for the full and final settlement of the Claim.

Pursuant to the terms of the Order and the Stipulation, the Company issued and delivered to Socius 2,500,000 shares of the Company’s common stock (the “Settlement Shares”), subject to adjustment as set forth in the Stipulation. The total number of shares of the Company’s common stock to be issued to Socius in connection with the Order was adjusted on the 21st trading day following the date on which the Settlement Shares are issued based on the number of VWAP Shares (as defined below) that exceeded the number of Settlement Shares initially issued.

The number of “VWAP Shares” is equal to (i) $250,000 plus Socius’ reasonable legal fees, expenses, and costs (ii) divided by 70% of the volume weighted average price of the Company’s common stock over the 20-day trading period immediately following the date on which the Settlement Shares were issued. In no event will the number of shares of the Company’s common stock issued to Socius in connection with the settlement of the Claim, aggregated with all shares of the Company’s common stock then owned or beneficially owned or controlled by, collectively, Socius and its affiliates, at any time exceed 9.99% of the total number of shares of the Company’s common stock then outstanding.

On March 2, 2012 and March 21, 2012, the Company issued to Socius additional shares of the Company’s common stock equal to the difference between the number of VWAP Shares and the number of Settlement Shares. As of March 23, 2012, the final VWAP Shares was 5,480,795 and the total number of additional shares issued by the Company to Socius as final settlement was 2,980,795.

NASDAQ Voluntary Delisting

On February 7, 2012, the Company filed a Form 25 with the SEC to effect the voluntary delisting of the Company’s common stock from The NASDAQ Capital Market and the Company’s common stock began trading on the OTCQB under the trading symbol “BNVI”.

Restructuring of Work Force

As a result of insufficient cash flow, on March 9, 2012, the Company annouced that the Company reduced its workforce by over 90%. As of March 23, 2012, the Company had 5 remaining employees, all at a reduced salary rate.

March 2012 Financing

On March 12, 2012, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the investors named in the Securities Purchase Agreement (the “Investors”), pursuant to which the Investors purchased an aggregate of 14,231,696 shares of its common stock and warrants to puchase 11,485,844 shares of its common stock. The exercise price of the warrants is $0.03 per share. The warrants expire on March 30, 2012 and as of March 23, 2012, no warrants were exercised.

Potential Equity Financing

On February 8, 2012, the Company filed a registration statement on Form S-1 with the SEC (File No. 33-179429), as amended, to register the offering of an aggregate of up to $25 million in convertible preferred stock and warrants to purchase shares of common stock. The Company expects that the terms and conditions of this potential offering, if consummated, will change.

BIONOVO INC 10-K