Biora Therapeutics Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 18:33

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)
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)
__X__ Director __X__ 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)
12/12/2024
(Street)
NEW YORK, NY 10017 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/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
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		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
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
11.00% / 13.00% Convertible Senior Secured Notes due 2028 $7.5668 12/12/2024 A(1) $1,195,993.89 12/12/2024 12/19/2028 Common Stock 158,058 (1) $19,595,899.89 I See footnotes(1)(2)(3)(4)

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, NY 10017 		X X
Athyrium Opportunities III Acquisition LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Opportunities III Acquisition 2 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Opportunities 2020 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Ferrell Jeffrey
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Opportunities Associates Co-Invest LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Funds GP Holdings LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Opportunities Associates III LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X
Athyrium Opportunities Associates III GP LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017 		X X

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 12/16/2024
**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 12/16/2024
**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 12/16/2024
**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 12/16/2024
**Signature of Reporting Person Date
s/ Jeffrey A. Ferrell 12/16/2024
**Signature of Reporting Person Date
/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 12/16/2024
**Signature of Reporting Person Date
/s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 12/16/2024
**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 12/16/2024
**Signature of Reporting Person Date
/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 $288,970.50 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"), of which $130,034.19 aggregate principal amount has priority under the applicable indenture with regard to cash payments, on December 12, 2024 effective as of December 1, 2024 to Athyrium Opportunities III Acquisition LP ("Acquisition LP") and $907,023.39 aggregate principal amount of 11.00% / 13.00% Convertible Notes issued by the Company, of which $408,163.08 aggregate principal amount has priority under the applicable indenture with regard to cash payments, on December 12, 2024 effective as of December 1, 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.