0000950170-24-097355.txt : 20240814 0000950170-24-097355.hdr.sgml : 20240814 20240814215708 ACCESSION NUMBER: 0000950170-24-097355 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240812 FILED AS OF DATE: 20240814 DATE AS OF CHANGE: 20240814 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: 241210451 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: 241210450 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: 241210447 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: 241210449 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: 241210454 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: 241210455 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: 241210452 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: 241210448 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: 241210453 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 2024-08-12 false 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 11.00%/13. 00% Convertible Senior Secured Notes due 2028 1.56 2024-08-12 4 D false 18399906 D 2023-12-19 2028-12-19 Common Stock 11794810 0 I See footnotes 11.00%/13. 00% Convertible Senior Secured Notes due 2028 0.76 2024-08-12 4 A false 18399906 A 2023-12-19 2028-12-19 Common Stock 24316788 18399906 I See footnotes Warrant 8.22 2024-08-12 4 D false 323886 D 2023-05-09 2028-05-09 Common Stock 323886 0 I See footnotes Warrant 0.60 2024-08-12 4 A false 323886 A 2023-05-09 2028-05-09 Common Stock 323886 323886 I See footnotes Warrant 8.22 2024-08-12 4 D false 500249 D 2023-05-09 2028-05-09 Common Stock 500249 0 I See footnotes Warrant 0.60 2024-08-12 4 A false 500249 A 2023-05-09 2028-05-09 Common Stock 500249 500249 I See footnotes Warrant 5.00 2024-08-12 4 D false 2085372 D 2023-12-19 2028-12-19 Common Stock 2085372 0 I See footnotes Warrant 0.60 2024-08-12 4 A false 2085372 A 2023-12-19 2028-12-19 Common Stock 2085372 2085372 I See footnotes Warrant 5.50 2024-08-12 4 D false 5039236 D 2023-12-19 2028-12-19 Common Stock 5039236 0 I See footnotes Warrant 0.60 2024-08-12 4 A false 5039236 A 2023-12-19 2028-12-19 Common Stock 5039236 5039236 I See footnotes Warrant 0.63 2024-08-12 4 D false 457250 D 2024-07-03 2029-07-03 Common Stock 457250 0 I See footnotes Warrant 0.60 2024-08-12 4 A false 457250 A 2024-07-03 2029-07-03 Common Stock 457250 457250 I See footnotes On August 12, 2024, Biora Therapeutics, Inc. (the "Company"), Athyrium Opportunities III Acquisition LP ("Acquisition LP"), Athyrium Opportunities III Co-Invest 1 LP ("Co-Invest LP") and the other noteholders party thereto entered into a Convertible Notes Exchange Agreement (the "Exchange Agreement") whereby the Company and the holders of all outstanding 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the "11.00% / 13.00% Convertible Notes") agreed to amend and restate the terms of the indenture governing the 11.00% / 13.00% Convertible Notes to, among other changes, (i) reset the conversion price of the 11.00% / 13.00% Convertible Notes to 1,321.571348 shares per $1000 aggregate principal amount of 11.00% / 13.00% Convertible Notes converted and (ii) create two different tranches of 11.00% / 13.00% Convertible Notes with one tranche (the "Payment Priority Notes") having cash payment priority over the other tranche (the "Payment Junior Notes"). (Continued from footnote 1) Pursuant to the Exchange Agreement, Acquisition LP agreed to exchange $666,842 aggregate principal amount of 11.00% / 13.00% Convertible Notes for an equal aggregate principal amount of 11.00% / 13.00% Convertible Notes constituting Payment Priority Notes and Co-Invest LP agreed to exchange $2,093,144 aggregate principal amount of 11.00% / 13.00% Convertible Notes for an equal aggregate principal amount of 11.00% / 13.00% Convertible Notes constituting Payment Priority Notes. The remaining $3,778,858 and $11,861,062 aggregate principal amount of 11.00% / 13.00% Convertible Notes held by Acquisition LP and Co-Invest LP, respectively, will constitute Payment Junior Notes under the amended and restated indenture. The transactions contemplated by the Exchange Agreement are scheduled to close on or about August 15, 2024 (the "closing"). (Continued from footnote 2) The 11.00% / 13.00% Convertible Notes are subject to certain limitations on conversion, including a limitation on the ability of the holder to convert if the holder's beneficial ownership of the Company's common stock, par value $0.01 per share ("common stock") (together with its affiliates and certain attribution parties) would, in the case of Acquisition LP and Co-Invest LP, exceed 49.9% of the outstanding common stock. Pursuant to the Exchange Agreement, at the closing, this warrant will be amended to, among other changes, (i) reduce the strike price to $0.60, (ii) limit the exercise of this warrant (together with certain of the 11.00% / 13.00% Convertible Notes, as specified in the amended and restated indenture, and all other warrants amended as part of the Exchange Agreement, including those held by third parties) to 20% of the outstanding common stock as of March 8, 2024 unless and until stockholder approval is obtained under applicable stock exchange rules (the "Applicable Stockholder Approval") (iii) provide that 20% of this warrant will be redeemable under certain conditions following the receipt of Applicable Stockholder Approval and (iv) extend the exercise period of this warrant by the number of days between the amendment of this warrant and the receipt of the Applicable Stockholder Approval. (Continued from footnote 4) This warrant is subject to certain limitations on exercise, including a limitation on the ability of the holder to convert if the holder's beneficial ownership of common stock, would exceed a set percentage of the outstanding common stock. This warrant is held directly by Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP"). Warrants to purchase 120,833 and 379,416 shares of common stock are held directly by Acquisition LP and Co-Invest 1 LP, respectively. Warrants to purchase 503,872 and 1,581,500 shares of common stock are held directly by Acquisition 2 LP and Co-Invest 1 LP, respectively. Warrants to purchase 1,217,109 and 3,822,127 shares of common stock are held directly by Acquisition 2 LP and Co-Invest 1 LP, respectively. Warrants to purchase 110,479 and 346,771 shares of common stock are held directly by Acquisition 2 LP and Co-Invest 1 LP, respectively. 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 and 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. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 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. Amounts listed reflect the impact of the 25:1 reverse stock split effected by the Company on January 3, 2023. /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 2024-08-14 /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 2024-08-14 /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 2024-08-14 /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 2024-08-14 s/ Jeffrey A. Ferrell 2024-08-14 /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 2024-08-14 /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 2024-08-14 /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 2024-08-14 /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 2024-08-14