UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
On April 22, 2022, Biora Therapeutics, Inc., formerly known as Progenity, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Eighth Amended Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a change of the Company’s name from “Progenity, Inc.” to “Biora Therapeutics, Inc.” effective as of April 26, 2022 (the “Name Change”).
The Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware. The Name Change does not affect the rights of the Company’s stockholders and there were no other changes to the Certificate of Incorporation. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the Name Change, the Board also approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Old Bylaws”) to reflect the Name Change (as amended and restated, the “Second Amended and Restated Bylaws”). There were no other changes to the Old Bylaws. A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 8.01 | Other Events |
In connection with the Name Change, the Company expects to change its ticker symbol to “BIOR” from “PROG” in May 2022. The Company expects trading under the new ticker symbol to begin on or about May 10, 2022. The Company’s CUSIP number (74319F107) will not change.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 | Certificate of Amendment of the Eighth Amended and Restated Certificate of Incorporation of the Company, effective April 26, 2022 | |
| 3.2 | Second Amended & Restated Bylaws of Biora Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Biora Therapeutics, Inc. | ||||||
| Date: April 27, 2022 | By: | /s/ Eric d’Esparbes | ||||
| Eric d’Esparbes Chief Financial Officer | ||||||