X0508 4 2023-12-18 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 11.00% / 13.00% Convertible Senior Secured Notes due 2028 1.56 2023-12-18 4 A 0 6953000 A 2023-12-19 2028-12-19 Common Stock 4457051 6953000 I See footnotes Warrant 5.00 2023-12-18 4 A 0 2085372 A 2023-12-19 2028-12-19 Common Stock 2085372 2085372 I See footnotes 7.25% Convertible Senior Notes due 2025 89.9248 2023-12-18 4 D 0 53500000 D 2021-01-06 2025-12-01 Common Stock 594941 0 I See footnotes 11.00% / 13.00% Convertible Senior Secured Notes due 2028 1.56 2023-12-18 4 A 0 10430000 A 2023-12-19 2028-12-19 Common Stock 6685897 17383000 I See footnotes Warrant 5.50 2023-12-18 4 A 0 5039236 A 2023-12-19 2028-12-19 Common Stock 5039236 5039236 I See footnotes On December 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 Purchase Agreement (the "Purchase Agreement") whereby (i) Acquisition LP purchased $1,680,000 aggregate principal amount of 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the "11.00% / 13.00% Convertible Notes") and warrants to purchase 503,872 shares of the Company's common stock, par value $0.01 per share (such common stock, "common stock", and such warrants, "December 2023 Additional Warrants"), which warrants were issued to and are directly held by Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP") pursuant to the terms of the Purchase Agreement, from the Company in exchange for $1,680,000 in, (Continued from footnote 1) interest that had accrued but not yet been paid to Acquisition LP under the 7.25% Convertible Notes due 2025 ( the "7.25% Convertible Notes") and (2) Co-Invest LP purchased $5,273,000 aggregate principal amount of 11.00% / 13.00% Convertible Notes and December 2023 Additional Warrants to purchase 1,581,500 shares of common stock from the Company in exchange for $5,273,000 in interest that had accrued but not yet been paid to Co-Invest LP under the 7.25% Convertible Notes. 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 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. On December 18, 2023, the Company, Acquisition LP and Co-Invest LP entered into a Convertible Notes Exchange Agreement for New Notes and Common Stock or Warrants (the "Exchange Agreement") whereby (i) Acquisition LP exchanged (1) $3,360,000 aggregate principal amount of 7.25% Convertible Notes directly held by Acquisition LP for $2,520,000 aggregate principal amount of 11.00% / 13.00% Convertible Notes, together with accrued and unpaid interest on the 7.25% Convertible Notes exchanged, and (2) $9,563,000 aggregate principal amount of 7.25% Convertible Notes for warrants to purchase 1,217,109 shares of common stock (Continued from footnote 3) ("December 2023 Exchange Warrants"), which warrants were issued to and are directly held by Acquisition 2 LP pursuant to the terms of the Exchange Agreement, together with accrued and unpaid interest on the 7.25% Convertible Notes exchanged, and (ii) Co-Invest LP exchanged (1) $10,546,000 aggregate principal amount of 7.25% Convertible Notes directly held by Co-Invest LP for $7,910,000 aggregate principal amount of 11.00% / 13.00% Convertible Notes, together with accrued and unpaid interest on the 7.25% Convertible Notes exchanged, and (2) $30,031,000 aggregate principal amount of 7.25% Convertible Notes for December 2023 Exchange Warrants to purchase 3,822,127 shares of common stock, together with accrued and unpaid interest on the 7.25% Convertible Notes exchanged. (Continued from footnote 4) All accrued and unpaid interest on 7.25% Convertible Notes exchanged pursuant to the Exchange Agreement was used to pay, in part, the purchase price owing pursuant to the Purchase Agreement. 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 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. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of 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 December 2023 Additional Warrants have an exercise price of $5.00 per share and are exercisable at any time on or after December 19, 2023 until December 19, 2028. The December 2023 Additional 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 December 2023 Exchange Warrants have an exercise price of $5.50 per share and are exercisable at any time on or after December 19, 2023 until December 19, 2028. The December 2023 Exchange 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. /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 2023-12-20 /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 2023-12-20 /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 2023-12-20 /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 2023-12-20 s/ Jeffrey A. Ferrell 2023-12-20 /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-12-20 /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 2023-12-20 /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 2023-12-20 /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 2023-12-20