0000950170-24-082273.txt : 20240708 0000950170-24-082273.hdr.sgml : 20240708 20240708211504 ACCESSION NUMBER: 0000950170-24-082273 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240703 FILED AS OF DATE: 20240708 DATE AS OF CHANGE: 20240708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferrell Jeffrey CENTRAL INDEX KEY: 0001394967 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106195 MAIL ADDRESS: STREET 1: ATHYRIUM CAPITAL MANAGEMENT, LP STREET 2: 505 FIFTH AVENUE, FL 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities Associates Co-Invest LLC CENTRAL INDEX KEY: 0001815259 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106194 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities Associates III GP LLC CENTRAL INDEX KEY: 0001815211 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106191 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Funds GP Holdings LLC CENTRAL INDEX KEY: 0001815225 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106193 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities III Acquisition LP CENTRAL INDEX KEY: 0001835266 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106198 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities III Co-Invest 1 LP CENTRAL INDEX KEY: 0001815260 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106199 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities 2020 LP CENTRAL INDEX KEY: 0001815261 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106196 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities Associates III LP CENTRAL INDEX KEY: 0001815262 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106192 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athyrium Opportunities III Acquisition 2 LP CENTRAL INDEX KEY: 0001815268 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39334 FILM NUMBER: 241106197 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-434-1636 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIORA THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001580063 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 273950390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 855-293-2639 MAIL ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: PROGENITY, INC. DATE OF NAME CHANGE: 20150617 FORMER COMPANY: FORMER CONFORMED NAME: ASCENDANT MDX, INC. DATE OF NAME CHANGE: 20130625 4 1 ownership.xml 4 X0508 4 2024-07-03 0001580063 BIORA THERAPEUTICS, INC. BIOR 0001815260 Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001835266 Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815268 Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815261 Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001394967 Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815259 Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815225 Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815262 Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false 0001815211 Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 true false true false false Warrant 0.63 2023-07-03 4 A false 457250 A 2023-07-03 2023-07-03 Common Stock 457250 457250 I See footnotes On July 3, 2024, Biora Therapeutics, Inc. (the "Company"), Athyrium Opportunities III Acquisition LP ("Acquisition LP") and Athyrium Opportunities III Co-Invest 1 LP ("Co-Invest LP") entered into a letter agreement pursuant to which, in exchange for Acquisition LP and Co-Invest LP agreeing to forbear from exercising or enforcing certain rights and remedies against the Company under the terms of the Company's 11.00% / 13.00% Convertible Senior Secured Notes due 2028, the Company issued to Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP") and Co-Invest LP warrants to purchase 110,479 and 346,771 shares of the Company's common stock, par value $0.01 per share ("common stock"), respectively. (Continued from footnote 1) The warrants have an exercise price of $0.63 per share and are exercisable at any time or on after July 3, 2024 and on or prior to 5:00 p.m. on July 3, 2028. The warrants are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder's beneficial ownership of common stock (together with its affiliates and certain attribution parties) would exceed 49.9% of the outstanding common stock. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Acquisition LP and 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. 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. 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. /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 2023-07-08 /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 2023-07-08 /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 2023-07-08 /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 2023-07-08 s/ Jeffrey A. Ferrell 2023-07-08 /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-07-08 /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 2023-07-08 /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 2023-07-08 /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-07-08