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Filing Details

Accession Number:: 0000899243-22-035696
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-14 16:30:51
Reporting Period:: 2022-11-09

Accepted Time:: 2022-11-14 16:30:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1580063	Biora Therapeutics Inc.	BIOR	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1394967	Jeffrey Ferrell	505 Fifth Avenue, Floor 18 New York NY 10017	Yes	No	Yes	No
1815211	Athyrium Opportunities Associates Iii Gp Llc	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815225	Athyrium Funds Gp Holdings Llc	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815259	Athyrium Opportunities Associates Co-Invest Llc	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815260	Athyrium Opportunities Iii Co-Invest 1 Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815261	Athyrium Opportunities 2020 Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815262	Athyrium Opportunities Associates Iii Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815268	Athyrium Opportunities Iii Acquisition 2 Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1835266	Athyrium Opportunities Iii Acquisition Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-11-09	12,506,250	$0.00	42,362,097	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2022-11-09	12,506,250	$0.00	12,506,250	$0.33
Common Stock	Warrant	Disposition	2022-11-09	8,097,166	$0.00	8,097,166	$2.84
Common Stock	Warrant	Acquisiton	2022-11-09	8,097,166	$0.00	8,097,166	$0.33

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
12,506,250	2023-05-09	2028-05-09	No	4	P	Indirect
0	2021-06-14	2026-06-14	No	4	D	Indirect
8,097,166	2023-05-09	2028-05-09	No	4	A	Indirect

Footnotes

The shares of the Issuer's common stock and the Warrant were purchased for an aggregate purchase price of $3,751,875, or $0.30 per unit, with each unit consisting of one share of the Issuer's common stock and the right to buy an additional share of the Issuer's common stock for the exercise price specified in the Warrant.
3,020,833 shares of the Issuer's common stock and the Warrant which represents a right to buy 3,020,833 shares of the Issuer's common stock are directly owned by Athyrium Opportunities III Acquisition LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC. 9,485,417 shares of the Issuer's common stock and the Warrant which represents a right to buy 9,485,417 shares of the Issuer's common stock are directly held by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP.
(Continued from Footnote 2) Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC and the managing member of Athyrium Funds GP Holdings, LLC.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
The Warrant represents a right to buy 12,506,250 shares of the Issuer's common stock at an exercise price of $0.3288 per share. The Warrant is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
The two reported transactions involved an amendment of an outstanding warrant, resulting in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally granted on June 14, 2021 and allowed for the purchase of up to 8,097,166 shares of the Issuer's common stock. The replacement warrant has a lower exercise price and is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
The Warrant is directly owned by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition 2 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC.