X0508 4 2023-09-18 0 0001580063 BIORA THERAPEUTICS, INC. BIOR 0001815260 Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001835266 Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815268 Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815261 Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001394967 Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815259 Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815225 Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815262 Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815211 Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0 Common Stock 2023-09-18 4 A 0 9235281 A 10929763 I See footnotes 7.25% Convertible Senior Notes due 2025 89.9248 2023-09-18 4 D 0 50000000 D 2021-01-06 2025-12-01 Common Stock 556020 53500000 I See footnotes Warrant 0.001 2023-09-18 4 A 0 7399226 A 2023-09-18 Common Stock 7399226 7399226 I See footnotes Warrant 3.01 2023-09-18 4 A 0 16634507 A 2023-09-18 2026-09-18 Common Stock 16634507 16634507 I See footnotes On September 18, 2023, 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 Convertible Notes Exchange Agreement for Common Stock and Warrants (the "Exchange Agreement") whereby (i) Acquisition LP exchanged $12,077,000 aggregate principal amount of 7.25% Convertible Notes due 2025 (the "7.25% Convertible Notes") directly held by Acquisition LP for (1) 2,230,690 shares of the Company's common stock, par value $0.001 per share ("common stock"), pre-funded warrants to purchase 1,787,209 shares of common stock ("Pre-Funded Warrants") and warrants to purchase 4,017,899 shares of common stock ("Warrants"), all issued to and directly held by Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP") pursuant to the terms of the Exchange Agreement, (Continued from footnote 1) and (2) accrued and unpaid interest paid to Acquisition LP on the 7.25% Convertible Notes exchanged by Acquisition LP to, but excluding, September 18, 2023, and (ii) Co-Invest LP exchanged $37,923,000 aggregate principal amount of 7.25% Convertible Notes directly held by Co-Invest LP for (1) 7,004,591 shares of common stock, Pre-Funded Warrants to purchase 5,612,017 shares of common stock, Warrants to purchase 12,616,608 shares of common stock, all issued to and directly held by Co-Invest LP pursuant to the terms of the Exchange Agreement, and (2) accrued and unpaid interest paid to Co-Invest LP on the 7.25% Convertible Notes exchanged by Co-Invest LP to, but excluding, September 18, 2023. 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. 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. 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. 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 Pre-Funded Warrants have an exercise price of $0.001 per share and are exercisable at any time on or after September 18, 2023 until such Pre-Funded Warrants have been fully exercised in accordance with their terms. The Pre-Funded 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. The Warrants have an exercise price of $3.01 per share and are exercisable at any time on or after September 18, 2023 until September 18, 2026. 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. All share amounts give effect to the 25:1 reverse stock split of the common stock 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 2023-09-19 /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 2023-09-19 /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 2023-09-19 /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 2023-09-19 /s/ Jeffrey A. Ferrell 2023-09-19 /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-09-19 /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 2023-09-19 /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 2023-09-19 /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-09-19