Athyrium Opportunities III Co-Invest 1 LP - Jul 3, 2024 Form 4 Insider Report for BIORA THERAPEUTICS, INC. (BIOR)

Role
Director, 10%+ Owner
Signature
/s/ Athyrium Opportunities III Co-Invest 1 LP, by Athyrium Opportunities Associates Co-Invest LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary
Stock symbol
BIOR
Transactions as of
Jul 3, 2024
Transactions value $
$0
Form type
4
Date filed
7/8/2024, 09:15 PM
Previous filing
Jul 5, 2024
Next filing
Aug 14, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BIOR Warrant Award +457K 457K Jul 3, 2023 Common Stock 457K $0.63 See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 3, 2024, Biora Therapeutics, Inc. (the "Company"), Athyrium Opportunities III Acquisition LP ("Acquisition LP") and Athyrium Opportunities III Co-Invest 1 LP ("Co-Invest LP") entered into a letter agreement pursuant to which, in exchange for Acquisition LP and Co-Invest LP agreeing to forbear from exercising or enforcing certain rights and remedies against the Company under the terms of the Company's 11.00% / 13.00% Convertible Senior Secured Notes due 2028, the Company issued to Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP") and Co-Invest LP warrants to purchase 110,479 and 346,771 shares of the Company's common stock, par value $0.01 per share ("common stock"), respectively.
F2 (Continued from footnote 1) The warrants have an exercise price of $0.63 per share and are exercisable at any time or on after July 3, 2024 and on or prior to 5:00 p.m. on July 3, 2028. The warrants are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder's beneficial ownership of common stock (together with its affiliates and certain attribution parties) would exceed 49.9% of the outstanding common stock.
F3 Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Acquisition LP and Acquisition 2 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC.
F4 Athyrium Opportunities Associates Co-Invest LLC is the general partner of Co-Invest LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC and the managing member of Athyrium Funds GP Holdings, LLC.
F5 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.