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