Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Athyrium Opportunities III Co-Invest 1 LP 2. Issuer Name and Ticker or Trading Symbol BIORA THERAPEUTICS, INC. [BIOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 FIFTH AVENUE, FLOOR 18 3. Date of Earliest Transaction (Month/Day/Year) (Street) NEW YORK NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017
Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017

Signatures

/s/ Athyrium Opportunities III Co-Invest 1 LP, by Athyrium Opportunities Associates Co-Invest LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities III Acquisition LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities III Acquisition 2 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities 2020 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
s/ Jeffrey A. Ferrell	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date
/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary	2023-07-05
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents $245,700 aggregate principal amount of 11.00% / 13.00% Convertible Senior Secured Notes due 2028 ("11.00% / 13.00% Convertible Notes") issued by Biora Therapeutics, Inc. (the "Company") on July 2, 2024 to Athyrium Opportunities III Acquisition LP ("Acquisition LP") and $771,206 aggregate principal amount of 11.00% / 13.00% Convertible Notes issued by the Company on July 2, 2024 to Athyrium Opportunities III Co-Invest 1 LP ("Co-Invest LP") as payment-in-kind interest.
(2)	Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of 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.
(3)	Athyrium Opportunities Associates Co-Invest LLC is the general partner of Co-Invest LP. 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.
(4)	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.

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