0000899243-23-019263.txt : 20230919
0000899243-23-019263.hdr.sgml : 20230919
20230919161513
ACCESSION NUMBER: 0000899243-23-019263
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230918
FILED AS OF DATE: 20230919
DATE AS OF CHANGE: 20230919
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: 231263907
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: 231263906
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: 231263903
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: 231263905
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: 231263910
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: 231263911
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: 231263908
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: 231263904
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: 231263909
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
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