Statistik Asas
| LEI | 5493005XOS7E58D57T10 |
| CIK | 1580063 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Biora Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| December 30, 2024 |
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN FACILITY TERM SHEET Exhibit 10.1 Execution Version SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN FACILITY TERM SHEET Set forth below is a summary of the principal terms and conditions for a proposed debtor-in-possession financing facility (the “DIP Facility”). Capitalized terms used but not defined in this term sheet (together with the annexes hereto, the “DIP Term Sheet”) shall have the meanings set fo |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 30, 2024 |
Exhibit 99.1 Biora Therapeutics Undertakes Chapter 11 Sale Process to Position Business for Future Growth Sale process will help enable next stage of product development Secures up to $10.25 million in new financing to support ongoing business operations SAN DIEGO, December 30, 2024 – Biora Therapeutics, Inc. (“Biora” or the “Company”), a biotech company developing smart pill-based therapeutic pla |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 15, 2024 |
Exhibit 10.1 BIORA THERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN (SIXTH AMENDED & RESTATED) ADOPTED BY THE BOARD: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, 2019, SECOND AMENDMENT DECEMBER 5, 2019, THIRD AMENDMENT MARCH 4, 2020, FOURTH AMENDMENT MAY 5, 2021, FIFTH AMENDMENT MARCH 22, 2023, SIXTH AMENDMENT OCTOBER 10, 2024) APPROVED BY THE STOCKHOLDERS: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, |
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| November 14, 2024 |
BIOR / Biora Therapeutics, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Biora Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74319F404 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuan |
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| November 14, 2024 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Third Quarter 2024 Financial Results Testing in advanced animal model planned in Q4 for smaller, 00-size BioJet device with largest capacity of any ingestible injectable Company granted extension until December 9 to regain compliance with Nasdaq listing requirements for market value of securities SAN DIEGO, November 14, 2024 – B |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeuti |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 29, 2024 |
9,666,183 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-281768 Prospectus Supplement (To the Prospectus dated September 3, 2024) 9,666,183 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated September 3, 2024 (the “Original Prospectus”) of Biora Therapeutics, Inc. (the “Company”), relating to the offering on a resale |
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| October 29, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2024, between Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| October 29, 2024 |
745,342 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279539 Prospectus Supplement (To Prospectus dated May 31, 2024) 745,342 Shares of Common Stock We are offering 745,342 shares of our common stock, par value $0.001 per share, at a price of $4.025 per share, to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a con |
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| October 29, 2024 |
The date of this prospectus supplement is October 29, 2024. Filed Pursuant to Rule 424(b)(3) Registration No. 333-279539 Prospectus Supplement (To Prospectus dated May 31, 2024) This prospectus supplement supplements and amends the prospectus dated May 31, 2024 (the “Prospectus”), as supplemented and amended by that certain prospectus supplement dated July 1, 2024 covering the offering, issuance and sale of up to a maximum aggregate offering price of $6,00 |
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| October 29, 2024 |
Form of October 2024 Private Placement Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| October 29, 2024 |
150,944 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258301 Prospectus Supplement (To the Prospectus dated August 6, 2021) 150,944 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated August 6, 2021, as supplemented by the prospectus supplement dated June 12, 2023 (together, the “Original Prospectus”) of Biora Thera |
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| October 29, 2024 |
130,025 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258301 Prospectus Supplement (To the Prospectus dated August 6, 2021) 130,025 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated August 6, 2021, as supplemented by the prospectus supplement dated November 6, 2022 (together, the “Original Prospectus”) of Biora Th |
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| October 29, 2024 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 29, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269446 Prospectus Supplement (To the Prospectus dated February 7, 2023) 9,000 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated February 7, 2023 (the “Original Prospectus”) of Biora Therapeutics, Inc. (the “Company”), relating to the offering on a resale basis |
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| October 23, 2024 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 11, 2024 |
Exhibit 3.1 FOURTH CERTIFICATE OF AMENDMENT TO EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIORA THERAPEUTICS, INC. Biora Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The current name of the |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 9, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 16, 2024 | ||
| September 13, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commis |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2024 Biora Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39334 27-3950390 (State or other jurisdiction of incorporation) (Commiss |
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| September 3, 2024 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 3, 2024 |
Aaron K. Briggs Partner T: +1 415.393.8297 M: +1 213.393.9314 [email protected] September 3, 2024 VIA EDGAR CORRESPONDENCE Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Re: Preliminary Proxy Statement on Schedule 14A of Biora Therapeutics, Inc. SEC File No. 001-39334 Dear Ladies and Gentlemen: Pursuant to Rule 14a-6(d) pro |
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| August 29, 2024 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 August 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-281768) To Whom it May Concern: Pursuant to Rule 461 under the Sec |
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| August 23, 2024 |
As filed with the Securities and Exchange Commission on August 23, 2024 Form S-3 Table of Contents As filed with the Securities and Exchange Commission on August 23, 2024 Registration No. |
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| August 23, 2024 |
71,068,767 Shares of Common Stock Prospectus Supplement (To the Prospectus dated December 29, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| August 23, 2024 |
EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) Biora Therapeutics, Inc. |
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| August 23, 2024 |
10,700,846 Shares of Common Stock Prospectus Supplement (To the Prospectus dated April 17, 2024) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| August 23, 2024 |
1,295,546 Shares of Common Stock Prospectus Supplement (To the Prospectus dated June 30, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| August 23, 2024 |
1,300,250 Shares of Common Stock Warrants to Purchase 1,300,250 Shares of Common Stock Prospectus Supplement (To the Prospectus dated August 6, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| August 23, 2024 |
EX-4.9 Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| August 21, 2024 |
EX-4.1 Exhibit 4.1 BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent AMENDED AND RESTATED INDENTURE Dated as of August 15, 2024 11.00% / 13.00 % Convertible Senior Secured Notes due 2028 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions |
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| August 21, 2024 |
EX-4.5 Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 15, 2024, is by and among the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor |
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| August 21, 2024 |
EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| August 21, 2024 |
EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| August 21, 2024 |
EX-4.6 Exhibit 4.6 AMENDMENT TO COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Biora Therapeutics, Inc. (the “Company”) and each undersigned Holder of the Common Stock Purchase Warrants of the Company identified on Exhibit A (the “Warrants”), severally and not jointly, enter into this Amendment to Common Stock Purchase Warrant (this “Amendment”), dated as of August 15, 2024, whereby the pa |
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| August 21, 2024 |
EX-4.7 Exhibit 4.7 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 15, 2024, by and among Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings given to them in the Convertible Notes Purchase Agreement, |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 20, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Biora Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74319F305 (CUSIP Number) December 19, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| August 20, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-2620exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a |
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| August 14, 2024 |
SC 13D/A 1 d868764dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Biora Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74319F107 (CUSIP Number) Andrew C. Hyman, Esq. Athyrium Capital Management, LP 505 Fifth Avenue, 18t |
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| August 14, 2024 |
EX-99.24 3 d868764dex9924.htm EX-99.24 Exhibit 99.24 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [•], 2024, is by and among the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”). RECIT |
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| August 14, 2024 |
AMENDMENT COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Date: August [•], 2024 EX-99.25 4 d868764dex9925.htm EX-99.25 Exhibit 99.25 AMENDMENT TO COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Date: August [•], 2024 Biora Therapeutics, Inc. (the “Company”) and each undersigned Holder of the Common Stock Purchase Warrants of the Company identified on Exhibit A (the “Warrants”), severally and not jointly, enter into this Amendment to Common Stock Purchase Warrant (this |
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| August 14, 2024 |
EX-99.23 2 d868764dex9923.htm EX-99.23 Exhibit 99.23 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August [•], 2024, by and among Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings given to them in the Con |
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| August 12, 2024 |
Exhibit 99.1 Biora Therapeutics Announces Funding Agreement with Existing Investors $16 million multiple-draw facility to be used as a bridge to anticipated pharma partnership SAN DIEGO, August 12, 2024 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company reimagining therapeutic delivery, today announced the signing of financing agreements with its existing convertible notes holders. “We |
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| August 12, 2024 |
Exhibit 10.2 BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT August 12, 2024 Each of the undersigned, severally and not jointly (each, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Holders will exchange outstanding 11.00%/13.00% Convertible Senior Secured Notes due 2028 |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 12, 2024 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Second Quarter 2024 Financial Results Phase 1 clinical trial results for BT-600 demonstrate precise drug delivery to the colon with low systemic exposure, supporting clinical development plan Company secures up to $16M funding from existing investors supported by BT-600 results and progress toward BioJetTM partnership Management |
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| August 12, 2024 |
Exhibit 10.1 BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT August 12, 2024 Each of the undersigned, severally and not jointly (each, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. (the “Company”), as of the date first written above whereby the Purchasers will purchase a new series (the “New Notes”) of the Company’s 11.00%/13.00% |
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| August 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, I |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2024 Biora Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39334 27-3950390 (State or other jurisdiction (Commission (IRS Employer of i |
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| July 18, 2024 |
Exhibit 99.1 Biora Therapeutics Announces Supplemental Data from Phase 1 Clinical Trial of BT-600 as Presented at KOL Event Pharmacokinetic and tissue data confirm NaviCap platform delivers topically through the entire colon, with lower systemic concentrations, as desired Data modeling suggests tofacitinib tissue concentrations greater than IC90 through at least 16 hours after dosing SAN DIEGO, Ju |
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| July 18, 2024 |
Exhibit 99.2 UNMET NEEDS IN ULCERATIVE COLITIS BT-600 PHASE 1 TRIAL RESULTS July 17, 2024 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact include |
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| July 8, 2024 |
[remainder of page left intentionally blank; signature pages follow] EX-99.20 2 d854123dex9920.htm EX-99.20 Exhibit 99.20 July 3, 2024 Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, California 92122 Attention: General Counsel Re: Letter Agreement regarding Forbearance Reference is hereby made to that certain Indenture, dated as of December 19, 2023 (the “Original Indenture”), between Biora Therapeutics, Inc. (the “Company”) and GLAS Trus |
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| July 8, 2024 |
SC 13D/A 1 d854123dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Biora Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74319F107 (CUSIP Number) Andrew C. Hyman, Esq. Athyrium Capital Management, LP 505 Fifth Avenue, 18t |
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| July 1, 2024 |
Exhibit 1.1 $90,000,000 Common Stock (par value $0.001 per share) Equity Distribution Agreement July 1, 2024 Canaccord Genuity LLC 1 Post Office Square Suite 3000 Boston, Massachusetts 02110 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Biora Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canacc |
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| July 1, 2024 |
Exhibit 99.1 Biora Therapeutics Announces Positive Clinical Trial Results for BT-600 Drug-device combination leverages Biora’s NaviCap™ platform to deliver tofacitinib directly to colonic tissue as a potential treatment for ulcerative colitis BT-600 was well tolerated and met all trial objectives, demonstrating the NaviCap platform’s ability to deliver therapeutics directly to the colon Drug absor |
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| July 1, 2024 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279539 Prospectus Supplement (To Prospectus dated May 31, 2024) Up to $6,000,000 Common Stock We have entered into an Equity Distribution Agreement (the “Sale Agreement”) with Canaccord Genuity LLC and H.C. Wainwright & Co., LLC (each an “Agent” and collectively the “Agents”) relating to shares of our common stock offere |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2024 Biora Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39334 27-3950390 (State or other jurisdiction of incorporation) (Commission F |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2024 Biora Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39334 27-3950390 (State or other jurisdiction of incorporation) (Commission F |
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| July 1, 2024 |
CORPORATE PRESENTATION July 2024 Exhibit 99.2 CORPORATE PRESENTATION July 2024 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statements |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 7, 2024 |
EX-3.1 Exhibit 3.1 THIRD CERTIFICATE OF AMENDMENT TO EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIORA THERAPEUTICS, INC. Biora Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. The current name |
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| May 29, 2024 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 May 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-279539) To Whom it May Concern: Pursuant to Rule 461 under the Securi |
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| May 29, 2024 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 May 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-279540) To Whom it May Concern: Pursuant to Rule 461 under the Secu |
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| May 20, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Biora Therapeutics, Inc. |
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| May 20, 2024 |
As filed with the Securities and Exchange Commission on May 20, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 20, 2024 Registration No. |
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| May 20, 2024 |
As filed with the Securities and Exchange Commission on May 20, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 20, 2024 Registration No. |
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| May 20, 2024 |
EX-4.31 Exhibit 4.31 BIORA THERAPEUTICS, INC. Debt Securities Indenture Dated as of , 202 [ ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.06 (b)(1) N.A. (b)(2) 7.06 (c) 12. |
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| May 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Biora Therapeutics, Inc. |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 15, 2024 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports First Quarter 2024 Financial Results Dosing of all patients in clinical trial of BT-600 has been successfully completed, with results anticipated in late Q2 2024 Clinical data on device function of the NaviCapTM platform to be presented at DDW on May 19 Partnering process for the BioJet oral delivery platform is progressing well |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, |
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| April 24, 2024 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 15, 2024 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 April 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-278557) To Whom it May Concern: Pursuant to Rule 461 under the Se |
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| April 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 8, 2024 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) Biora Therapeutics, Inc. |
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| April 8, 2024 |
As filed with the Securities and Exchange Commission on April 8, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on April 8, 2024 Registration No. |
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| April 2, 2024 |
Prospectus Supplement (To the Prospectus dated February 7, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
1,295,546 Shares of Common Stock Prospectus Supplement (To the Prospectus dated June 30, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 2, 2024 |
1,300,250 Shares of Common Stock 424B5 Prospectus Supplement (To the Prospectus dated August 6, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
BIOR / Biora Therapeutics, Inc. / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A 1 d811206dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Biora Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74319F107 (CUSIP Number) Andrew C. Hyman, Esq. Athyrium Capital Management, LP 505 Fifth Avenue, 18t |
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| April 2, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2024, between Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition |
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| April 2, 2024 |
71,068,767 Shares of Common Stock 424B5 Prospectus Supplement (To the Prospectus dated December 29, 2023) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
349,650 Shares of Common Stock Prospectus Supplement (To the Prospectus dated April 1, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
1,509,343 Shares of Common Stock 424B5 Prospectus Supplement (To the Prospectus dated August 6, 2021) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 2, 2024 |
Form of March 2024 Private Placement Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 1, 2024 |
Exhibit 4.24 BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent INDENTURE Dated as of December 19, 2023 11.00% / 13.00 % Convertible Senior Secured Notes due 2028 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 26 Section 1.03. Rules o |
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| April 1, 2024 |
Biora Therapeutics, Inc. Compensation Recoupment (Clawback) Policy Exhibit 97.1 BIORA THERAPEUTICS, INC. COMPENSATION RECOUPMENT (CLAWBACK) POLICY Recoupment of Incentive-Based Compensation It is the policy of Biora Therapeutics, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securiti |
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| April 1, 2024 |
Exhibit 4.25 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 12, 2024, is made by and between Biora Therapeutics, Inc., a Delaware corporation (the “Company”) and GLAS Trust Company LLC, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but otherwise undefined shall have the meaning assigned to such |
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| April 1, 2024 |
5,454,548 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) 5,454,548 Shares of Common Stock We are offering 5,454,548 shares of our common stock, par value $0.001 per share, at a price of $1.10 per share, to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a conc |
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| April 1, 2024 |
Exhibit 4.23 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of our capital stock, as well as other material terms of our eighth amended and restated certificate of incorporation, as amended (our “certificate of incorporation”), and our third amended and restated bylaws (our “bylaws |
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| April 1, 2024 |
Exhibit 4.8 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2023, is made by and between Biora Therapeutics, Inc. (formerly known as Progenity, Inc.), a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (th |
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| April 1, 2024 |
Exhibit 21.1 Subsidiaries of Biora Therapeutics, Inc. Biora Therapeutics UK Limited, a private limited company incorporated in the United Kingdom |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39334 BIORA THERAPEUT |
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| April 1, 2024 |
Exhibit 4.9 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 12, 2024, is made by and between Biora Therapeutics, Inc. (formerly known as Progenity, Inc.), a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the |
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| April 1, 2024 |
Exhibit 10.29 SECURITY AGREEMENT among BIORA THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and GLAS TRUST COMPANY LLC as Collateral Agent Dated as of December 19, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 6 SECTION 1.3 Resolution of Drafting Ambiguities 6 Article II GRANT |
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| March 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 26, 2024 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Fourth Quarter and Full-Year 2023 Financial Results All performance targets achieved in single-ascending dose (SAD) cohorts of BT-600 clinical trial Results demonstrated targeted drug delivery and absorption in the colon, with 3-4 times lower drug levels in blood Remainder of BT-600 clinical trial progressing well and on schedul |
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| March 11, 2024 |
EX-10.1 Exhibit 10.1 BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES March 8, 2024 The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging outstanding notes hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Biora Therapeuti |
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| March 11, 2024 |
EX-10.2 Exhibit 10.2 BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES PURCHASE AGREEMENT March 8, 2024 The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is acquiring Purchaser New Notes hereunder, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeutics, Inc. ( |
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| March 11, 2024 |
EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| March 11, 2024 |
EX-99.1 Exhibit 99.1 Biora Therapeutics Further Reduces Net Debt and Monetizes Legacy Asset Monetization of legacy asset brings in $3 million in nondilutive capital Convertible notes exchange brings in another $2.8 million in new capital and reduces Biora’s net debt SAN DIEGO, March 11, 2024 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeutic delivery, to |
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| March 11, 2024 |
EX-4.3 Exhibit 4.3 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 12, 2024, is made by and between Biora Therapeutics, Inc., a Delaware corporation (the “Company”) and GLAS Trust Company LLC, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but otherwise undefined shall have the meaning assigned t |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 11, 2024 |
EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2024, is by and between the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Inves |
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| February 14, 2024 |
BIOR / Biora Therapeutics, Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| January 16, 2024 |
EX-99.1 Exhibit 99.1 Biora Therapeutics Provides Outlook for 2024 Multiple catalysts anticipated in 2024, including clinical study results for NaviCap™ Targeted Oral Delivery Platform and progress on pharma partnerships for BioJet™ Systemic Oral Delivery Platform SAN DIEGO, January 16, 2024 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeutic delivery, tod |
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| December 27, 2023 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 December 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-276260) To Whom it May Concern: Pursuant to Rule 461 under the S |
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| December 22, 2023 |
As filed with the Securities and Exchange Commission on December 22, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on December 22, 2023 Registration No. |
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| December 22, 2023 |
EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) Biora Therapeutics, Inc. |
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| December 20, 2023 |
BIOR / Biora Therapeutics, Inc. / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 18, 2023 |
EX-10.1 Exhibit 10.1 BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR NEW NOTES AND COMMON STOCK OR WARRANTS December 18, 2023 The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging Outstanding Notes hereunder, a “Holder”), enters into this Exchange Agreement |
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| December 18, 2023 |
EX-99.1 Exhibit 99.1 Biora Therapeutics Accelerates Debt Reduction and Raises Capital with Large Institutional Investors Transaction results in nearly 60% reduction in net debt and brings $16.7 million in new capital for the company Demonstrates investor confidence in near-term catalysts for NaviCap™ and BioJet™ platforms SAN DIEGO, December 18, 2023 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the |
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| December 18, 2023 |
EX-10.4 Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, is by and between the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors”), and Biora Therapeutics, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company an |
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| December 18, 2023 |
EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 18, 2023 |
EX-4.1 Exhibit 4.1 BIORA THERAPEUTICS, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME and GLAS TRUST COMPANY LLC as Trustee and Collateral Agent INDENTURE Dated as of December 19, 2023 11.00% / 13.00 % Convertible Senior Secured Notes due 2028 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 26 Section 1.03. Ru |
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| December 18, 2023 |
EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| December 18, 2023 |
EX-4.5 Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| December 18, 2023 |
EX-10.3 Exhibit 10.3 FORM OF SECURITY AGREEMENT among BIORA THERAPEUTICS, INC., as Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and GLAS TRUST COMPANY LLC as Collateral Agent Dated as of December 19, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 SECTION 1.1 Definitions 1 SECTION 1.2 Interpretation 7 SECTION 1.3 Resolution of Drafting Ambiguities 7 A |
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| December 18, 2023 |
EX-10.2 Exhibit 10.2 BIORA THERAPEUTICS, INC. FORM OF CONVERTIBLE NOTES PURCHASE AGREEMENT December 18, 2023 The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is acquiring Purchaser New Notes hereunder, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Biora Therapeu |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 1, 2023 |
Exhibit 99.1 Biora Therapeutics Announces FDA Clearance of IND Application for Drug/Device Combination BT-600 Targeting Treatment of Ulcerative Colitis BT-600 will deliver a proprietary liquid formulation of tofacitinib via the NaviCap™ device for topical delivery to the colon SAN DIEGO, November 30, 2023 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeuti |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 13, 2023 |
Exhibit 10.2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into and made effective as of October 6, 2023 (the “Effective Date”), by and between BIORA THERAPEUTICS, INC. (formerly known as Progenity, Inc.), a Delaware corporation (“Seller”) and LynxDx, Inc., a Michigan corporation, or its permitted assigns (“Purchaser”). Background Purchaser desires to a |
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| November 13, 2023 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Third Quarter 2023 Financial Results NaviCapTM Targeted Oral Delivery platform advancing toward initiation of phase 1 clinical trial by year end Pharma collaborations accelerate for the BioJetTM Systemic Oral Delivery platform, which shows potential for liver-targeted delivery of large molecules Management will host conference c |
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| November 13, 2023 |
!" # $$%!! & '()*+, - . ! !# # # #!/0 1 &*$ 2#%! #!31# ##% 00& $! !$ 1!"1 ! #! ! 4 ! ! # $!2! #& # #! #& !& #! ! #& !! #!$$! #!" # ! #! 0! $0 # $ &&#! !# #"# $ &#%! #! # ##% |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeuti |
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| November 13, 2023 |
CORPORATE PRESENTATION November 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statem |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 11, 2023 |
Form of October 2023 Private Placement Warrant EX-4.1 Exhibit 4.1 FORM NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 10, 2023 |
The date of this prospectus supplement is October 9, 2023. 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) This prospectus supplement supplements and amends the prospectus dated August 6, 2021 (the “Prospectus”), as supplemented and amended by (i) that certain prospectus supplement dated November 22, 2021 (the “ATM Prospectus Supplement”) and (ii) prospectus supplements dated No |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 19, 2023 |
EX-4.3 Exhibit 4.3 BIORA THERAPEUTICS, INC. AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 18, 2023 This Amendment No. 4 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among Biora Therapeutics, Inc. (formerly Progenity, Inc.), a Delaware corporation (the “Company |
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| September 19, 2023 |
EX-99.1 Exhibit 99.1 Biora Therapeutics Reduces Debt and Largest Shareholder Increases Equity Exposure Funds managed by Athyrium Capital Management increase their equity exposure through a convertible notes exchange at a price representing a 44% premium to the closing price on September 18, 2023 Transaction results in a debt reduction of $50 million for the company On track to file an IND this mon |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commis |
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| September 19, 2023 |
BIOR / Biora Therapeutics Inc / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 19, 2023 |
EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| September 19, 2023 |
EX-10.1 Exhibit 10.1 BIORA THERAPEUTICS, INC. CONVERTIBLE NOTES EXCHANGE AGREEMENT FOR COMMON STOCK AND WARRANTS September 18, 2023 The undersigned (the “Undersigned”), with respect to its accounts set forth on Exhibit A hereto (“Accounts”) (each Account, as well as the Undersigned if it is exchanging Outstanding Notes hereunder, a “Holder”), enters into this Exchange Agreement (this “Agreement”) |
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| September 19, 2023 |
EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, I |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 14, 2023 |
CORPORATE PRESENTATION August 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statemen |
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| August 14, 2023 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Second Quarter 2023 Financial Results NaviCapTM targeted oral delivery platform on track for September IND filing; achieved successful device function study results in humans with phase 1-ready device BioJetTM systemic oral delivery platform device development achieved function targets while continuing to exceed bioavailability |
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| July 28, 2023 |
As filed with the Securities and Exchange Commission on July 28, 2023 Form S-8 As filed with the Securities and Exchange Commission on July 28, 2023 Registration No. |
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| July 28, 2023 |
Calculation of Filing Fee Table. EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Biora Therapeutics, Inc. |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 15, 2023 |
EX-10.1 Exhibit 10.1 BIORA THERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN (FIFTH AMENDED & RESTATED) ADOPTED BY THE BOARD: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, 2019, SECOND AMENDMENT DECEMBER 5, 2019, THIRD AMENDMENT MARCH 4, 2020, FOURTH AMENDMENT MAY 5, 2021, FIFTH AMENDMENT MARCH 22, 2023) APPROVED BY THE STOCKHOLDERS: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, 2019, SECOND AMENDMENT DEC |
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| June 14, 2023 |
EX-10.2 Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV |
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| June 14, 2023 |
EX-99.1 Exhibit 99.1 BIORA THERAPEUTICS ANNOUNCES CLOSING OF $8 MILLION REGISTERED DIRECT OFFERING OF COMMON STOCK AND WARRANTS PRICED AT-THE-MARKET UNDER NASDAQ RULES SAN DIEGO, June 14, 2023 (GLOBE NEWSWIRE) – Biora Therapeutics, Inc. (“Biora” or the “Company”) (Nasdaq: BIOR), a biotech company that is reimagining therapeutic delivery, today announced the closing of its previously announced regi |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 14, 2023 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2023, between Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co |
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| June 13, 2023 |
1,509,434 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) 1,509,434 Shares of Common Stock We are offering 1,509,434 shares of our common stock, par value $0.001 per share, at a price of $5.30 per share to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. In a |
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| June 13, 2023 |
The date of this prospectus supplement is June 13, 2023. 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) This prospectus supplement supplements and amends the prospectus dated August 6, 2021 (the “Prospectus”), as supplemented and amended by (i) that certain prospectus supplement dated November 22, 2021 covering the offering, issuance and sale of up to a maximum aggregate offe |
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| June 8, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 15, 2023 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports First Quarter 2023 Financial Results Completed execution of toxicology study for NaviCapTM BT-600 program with no adverse events indicated in preliminary data; on track to file IND in Q3 2023 Preclinical testing for the BioJetTM platform is advancing both internally and with pharma collaborator's molecule Data from preclinical s |
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| April 27, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 27, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39334 BIORA THERAPEUT |
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| March 30, 2023 |
Exhibit 10.5 BIORA THERAPEUTICS, INC. 2021 INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 3, 2021 1. GENERAL. (a) Eligible Award Recipients. New Employees are eligible to receive Awards as a material inducement to the commencement of employment within the meaning of the Listing Rule. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Nonstatutory Stoc |
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| March 30, 2023 |
Form of 2021 Inducement Plan RSU Award Agreement. Exhibit 10.9 RESTRICTED STOCK UNIT AGREEMENT Biora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “RSU Agreement”) is attached a Restricted Stock Unit Award to acquire a certain number of shares of Common Stock upon the vesting and settlement of such aw |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 30, 2023 |
Form of Inducement Plan RSU Grant Notice. Exhibit 10.8 BIORA THERAPEUTICS, INC. NEW HIRE EMPLOYEE NOTICE OF GRANT OF RESTRICTED STOCK UNITS (2021 Inducement Plan) The Participant has been granted an award of restricted stock units (the “RSU Award”) to acquire certain shares of stock of Biora Therapeutics, Inc. (the “Company”) upon settlement of the RSU Award, pursuant to the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), as f |
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| March 30, 2023 |
Form of 2021 Inducement Plan Stock Option Grant Notice. Exhibit 10.6 BIORA THERAPEUTICS, INC. NEW HIRE EMPLOYEE NOTICE OF GRANT OF STOCK OPTION (2021 Inducement Plan) The Participant has been granted an option (the “Option”) to purchase certain shares of stock of Biora Therapeutics, Inc. (the “Company”) pursuant to the Biora Therapeutics, Inc. 2021 Inducement Plan (the “Plan”), as follows: Participant: Date of Grant: Grant Number: Number of Options: Ex |
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| March 30, 2023 |
Exhibit 21.1 Subsidiaries of Biora Therapeutics, Inc. Avero Laboratory Holdings LLC, a Delaware limited liability company Biora Therapeutics UK Limited, a private limited company incorporated in the United Kingdom |
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| March 30, 2023 |
Second Amended and Restated 2012 Stock Plan. Exhibit 10.2 SECOND AMENDED AND RESTATED BIORA THERAPEUTICS, INC. 2012 STOCK PLAN 1. Establishment, Purpose and Term of Plan. 1.1 Establishment. The Biora Therapeutics, Inc. 2012 Stock Plan was originally established effective as of January 1, 2012 (the “Prior Plan”). The Prior Plan was amended and restated effective as of June 12, 2013, the date upon which it was approved by the Board and stockho |
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| March 30, 2023 |
Fourth Amended and Restated 2018 Equity Incentive Plan. Exhibit 10.3 BIORA THERAPEUTICS, INC. 2018 EQUITY INCENTIVE PLAN (FOURTH AMENDED & RESTATED) ADOPTED BY THE BOARD: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, 2019, SECOND AMENDMENT DECEMBER 5, 2019, THIRD AMENDMENT MARCH 4, 2020, FOURTH AMENDMENT MAY 5, 2021) APPROVED BY THE STOCKHOLDERS: FEBRUARY 22, 2018 (FIRST AMENDMENT MARCH 6, 2019, SECOND AMENDMENT DECEMBER 5, 2019, THIRD AMENDMENT MARCH 4, |
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| March 30, 2023 |
CORPORATE PRESENTATION March 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statement |
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| March 30, 2023 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Fourth Quarter and Full-Year 2022 Financial Results Biora initiating preclinical testing with pharma collaborator's molecule following recent data exceeding the company’s target bioavailability levels for systemic therapeutics platform No adverse events indicated in 14-day tox study for targeted therapeutics program Announcing n |
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| March 30, 2023 |
Form of Inducement Plan Stock Option Award Agreement. Exhibit 10.7 STOCK OPTION AGREEMENT Biora Therapeutics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (this “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Common Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreeme |
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| March 30, 2023 |
2020 Employee Stock Purchase Plan. Exhibit 10.4 BIORA THERAPEUTICS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN Section 1. PURPOSE The purpose of this Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for Employees of Biora Therapeutics, Inc., a Delaware corporation (“Sponsor”) and its Participating Subsidiaries (collectively Sponsor and its Participating Subsidiaries shall be referred to as the “Company”), to purch |
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| March 13, 2023 |
BIOR / Biora Therapeutics Inc / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 14, 2023 |
BIOR / Biora Therapeutics Inc / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 3, 2023 |
Biora Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300 San Diego, CA 92122 (833) 727-2841 February 3, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Biora Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-269446) To Whom it May Concern: Pursuant to Rule 461 under the Se |
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| January 27, 2023 |
EX-10.1 Exhibit 10.1 THE OFFER AND SALE OF THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTR |
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| January 27, 2023 |
As filed with the Securities and Exchange Commission on January 27, 2023 S-3 1 d408286ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on January 27, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIORA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 27-3950390 (State or other jurisdict |
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| January 27, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-3 (Form Type) Biora Therapeutics, Inc. |
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| January 20, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| January 12, 2023 |
EX-99.1 Exhibit 99.1 Biora Therapeutics Receives Pre-IND Feedback from FDA and Provides Update on Key Programs for 2023 Company is on track to move into the clinic with its lead targeted therapeutics program SAN DIEGO, January 9, 2023 – Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeutic delivery, today announced feedback from the United States Food and Dru |
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| January 12, 2023 |
BIOR / Biora Therapeutics Inc / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 12, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 9, 2023 |
EX-3.1 2 d448186dex31.htm EX-3.1 Exhibit 3.1 BIORA THERAPEUTICS, INC. CERTIFICATE OF ELIMINATION OF SERIES X PREFERRED STOCK Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “General Corporation Law”), Biora Therapeutics, Inc. (the “Company”), a corporation or |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 30, 2022 |
Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIORA THERAPEUTICS, INC. Biora Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: 1. The current name of the |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 9, 2022 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| November 28, 2022 |
EX-3.1 Exhibit 3.1 BIORA THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES X PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Biora Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Boa |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 28, 2022 |
EX-3.2 Exhibit 3.2 THIRD AMENDED & RESTATED BYLAWS OF Biora Therapeutics, Inc. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Eighth Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”). Section 1.2 Other Offices. The Corporation may a |
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| November 23, 2022 |
EX-10.1 Exhibit 10.1 U.S. Department of Justice United States Attorney Southern District of New York 86 Chambers Street, 3rd floor New York, New York 10007 November 17, 2022 BY EMAIL Jonathan M. Phillips Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5306 Re: United States v. Progenity, Inc. 16 Civ. 9051 (LAP) Dear Mr. Phillips: I write in response to your October |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 18, 2022 |
BIOR / Biora Therapeutics Inc / Athyrium Opportunities 2020 LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2022 |
CORPORATE PRESENTATION November 2022 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statem |
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| November 14, 2022 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Third Quarter 2022 Financial Results Presented results of human study at the American College of Gastroenterology annual meeting, demonstrating promising device performance in active ulcerative colitis patients Executed a registered direct capital raise of $9.75 million Presented preclinical results demonstrating the possibiliti |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeuti |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 10, 2022 |
PRE 14A 1 ny20005799x1pre14a.htm PRE14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of t |
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| November 9, 2022 |
EX-10.4 Exhibit 10.4 THE OFFER AND SALE OF THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTR |
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| November 9, 2022 |
32,388,664 Shares of Common Stock 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-257187 Prospectus Supplement (To the Prospectus dated June 30, 2021) 32,388,664 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus supplement dated June 30, 2021 (the “Original Prospectus”), relating to the offering on a resale basis of an aggregate of 32,388,66 |
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| November 9, 2022 |
EX-10.2 Exhibit 10.2 COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Warrant Shares: [●] Issue Date: November , 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 9, 2023 (the “Init |
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| November 9, 2022 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2022, between Biora Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and |
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| November 9, 2022 |
32,506,250 Shares of Common Stock Warrants to Purchase 32,506,250 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration no. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) 32,506,250 Shares of Common Stock Warrants to Purchase 32,506,250 Shares of Common Stock We are offering 32,506,250 shares of our common stock, par value $0.001 per share, together with warrants to purchase 32,506,250 shares of common stock at a combined p |
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| November 9, 2022 |
EX-10.3 Exhibit 10.3 THE OFFER AND SALE OF THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTR |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2022 |
8,741,258 Shares of Common Stock 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-254471 Prospectus Supplement (To the Prospectus dated April 1, 2021) 8,741,258 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus supplement dated April 1, 2021 (the “Original Prospectus”), relating to the offering on a resale basis of an aggregate of 8,741,258 |
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| November 7, 2022 |
The date of this prospectus supplement is November 7, 2022. 424B3 1 d419261d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258301 Prospectus Supplement (To Prospectus dated August 6, 2021) This prospectus supplement supplements and amends the prospectus dated August 6, 2021 (the “Prospectus”), as supplemented and amended by that certain prospectus supplement dated November 22, 2021 covering the offering, issuance and sale of up to a |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, I |
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| August 15, 2022 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports Second Quarter 2022 Financial Results Successfully completed PM-602 human study for its targeted therapeutics platform demonstrating promising device performance in active ulcerative colitis patients Successfully completed PM-611 human study for its targeted therapeutics platform in healthy volunteers showing promising performan |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition f UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 15, 2022 |
CORPORATE PRESENTATION August 2022 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains ?forward-looking statements? within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in this presentation, including statemen |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 10, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Second Amended & Restated Bylaws of Biora Therapeutics, Inc. Exhibit 3.2 SECOND AMENDED & RESTATED BYLAWS OF Biora Therapeutics, Inc. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Eighth Amended and Restated Certificate of Incorporation of the Corporation, as amended (the ?Certificate of Incorporation?). Section 1.2 Other Offices. The Corporation may also ha |
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| May 10, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROGENITY, INC. Progenity, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: 1. The current name of the Corporation is Proge |
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| May 10, 2022 |
Exhibit 99.1 Biora Therapeutics Provides Corporate Update and Reports First Quarter 2022 Financial Results Completed transformation with the launch of Biora Therapeutics to reflect the company?s focus on oral therapeutic solutions Successfully transferred its single-molecule detection platform with launch of Enumera Molecular Strengthened therapeutics capability and leadership with addition of Pau |
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| May 10, 2022 |
CORPORATE PRESENTATION May 2022 Exhibit 99.2 FORWARD-LOOKING STATEMENTS This presentation contains ?forward-looking statements? within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical facts included in this presentation, including statements |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39334 Biora Therapeutics, |
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| April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 28, 2022 |
DEFA14A 1 d252131ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 27, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROGENITY, INC. Progenity, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: 1. The current name of the Corporation is Proge |
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| April 27, 2022 |
Second Amended & Restated Bylaws of Biora Therapeutics, Inc. Exhibit 3.2 SECOND AMENDED & RESTATED BYLAWS OF Biora Therapeutics, Inc. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Eighth Amended and Restated Certificate of Incorporation of the Corporation, as amended (the ?Certificate of Incorporation?). Section 1.2 Other Offices. The Corporation may also ha |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 Biora Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 28, 2022 |
Exhibit 21.1 Subsidiaries of Progenity, Inc. SPX3, Inc., a Delaware corporation Molecular Diagnostic Health Sciences, LLC, a Delaware limited liability company Progenity Holding Company, Inc., a Delaware corporation Avero Laboratory Holdings LLC, a Delaware limited liability company Progenity UK Limited, a private limited company incorporated in the United Kingdom Progenity Pty Ltd, an Australian |
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| March 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 Progenity, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39334 27-3950390 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 28, 2022 |
As filed with the Securities and Exchange Commission on March 28, 2022 As filed with the Securities and Exchange Commission on March 28, 2022 Registration No. |
