0000899243-22-035696.txt : 20221114
0000899243-22-035696.hdr.sgml : 20221114
20221114163051
ACCESSION NUMBER: 0000899243-22-035696
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221109
FILED AS OF DATE: 20221114
DATE AS OF CHANGE: 20221114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ferrell Jeffrey
CENTRAL INDEX KEY: 0001394967
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386372
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386371
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386368
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386370
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386375
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386376
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386373
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386369
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39334
FILM NUMBER: 221386374
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]
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-09
0
0001580063
BIORA THERAPEUTICS, INC.
BIOR
0001815260
Athyrium Opportunities III Co-Invest 1 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
0001835266
Athyrium Opportunities III Acquisition LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
0001815268
Athyrium Opportunities III Acquisition 2 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
0001815261
Athyrium Opportunities 2020 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
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
0
0
1
0
0001815225
Athyrium Funds GP Holdings LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
0001815262
Athyrium Opportunities Associates III LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
0001815211
Athyrium Opportunities Associates III GP LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK
NY
10017
0
0
1
0
Common Stock
2022-11-09
4
P
0
12506250
A
42362097
I
See footnotes
Warrant
0.33
2022-11-09
4
P
0
12506250
A
2023-05-09
2028-05-09
Common Stock
12506250
12506250
I
See footnotes
Warrant
2.84
2022-11-09
4
D
0
8097166
D
2021-06-14
2026-06-14
Common Stock
8097166
0
I
See footnotes
Warrant
0.33
2022-11-09
4
A
0
8097166
A
2023-05-09
2028-05-09
Common Stock
8097166
8097166
I
See footnotes
The shares of the Issuer's common stock and the Warrant were purchased for an aggregate purchase price of $3,751,875, or $0.30 per unit, with each unit consisting of one share of the Issuer's common stock and the right to buy an additional share of the Issuer's common stock for the exercise price specified in the Warrant.
3,020,833 shares of the Issuer's common stock and the Warrant which represents a right to buy 3,020,833 shares of the Issuer's common stock are directly owned by Athyrium Opportunities III Acquisition LP. 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. 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. 9,485,417 shares of the Issuer's common stock and the Warrant which represents a right to buy 9,485,417 shares of the Issuer's common stock are directly held by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP.
(Continued from Footnote 2) 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.
The Warrant represents a right to buy 12,506,250 shares of the Issuer's common stock at an exercise price of $0.3288 per share. The Warrant is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
The two reported transactions involved an amendment of an outstanding warrant, resulting in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally granted on June 14, 2021 and allowed for the purchase of up to 8,097,166 shares of the Issuer's common stock. The replacement warrant has a lower exercise price and is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
The Warrant is directly owned by Athyrium Opportunities III Acquisition 2 LP. 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.
/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
2022-11-14
/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
2022-11-14
/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
2022-11-14
/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
2022-11-14
/s/ Jeffrey A. Ferrell
2022-11-14
/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary
2022-11-14
/s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member
2022-11-14
/s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary
2022-11-14
/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary
2022-11-14