Sec Form 4 Filing - Athyrium Opportunities III Co-Invest 1 LP @ BIORA THERAPEUTICS, INC. - 2022-11-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Athyrium Opportunities III Co-Invest 1 LP 2. Issuer Name and Ticker or Trading Symbol BIORA THERAPEUTICS, INC. [ BIOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 505 FIFTH AVENUE, FLOOR 18 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2022 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/09/2022 P 12,506,250 A 42,362,097 I See footnotes( 2 )( 3 )( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant( 5 ) $ 0.33 11/09/2022 P 12,506,250( 5 ) 05/09/2023 05/09/2028 Common Stock 12,506,250 ( 1 ) 12,506,250 I See footnotes( 2 )( 3 )( 4 ) Warrant $ 2.84 11/09/2022 D( 6 ) 8,097,166( 6 ) 06/14/2021 06/14/2026 Common Stock 8,097,166 ( 6 ) 0 I See footnotes( 4 )( 7 ) Warrant $ 0.33 11/09/2022 A( 6 ) 8,097,166( 6 ) 05/09/2023 05/09/2028 Common Stock 8,097,166 ( 6 ) 8,097,166( 6 ) I See footnotes( 4 )( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Signatures /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 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities III Acquisition LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities III Acquisition 2 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities 2020 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date /s/ Jeffrey A. Ferrell 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 11/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer's common stock and the Warrant were purchased for an aggregate purchase price of $3,751,875, or $0.30 per unit, with each unit consisting of one share of the Issuer's common stock and the right to buy an additional share of the Issuer's common stock for the exercise price specified in the Warrant. ( 2 )3,020,833 shares of the Issuer's common stock and the Warrant which represents a right to buy 3,020,833 shares of the Issuer's common stock are directly owned by Athyrium Opportunities III Acquisition LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC. 9,485,417 shares of the Issuer's common stock and the Warrant which represents a right to buy 9,485,417 shares of the Issuer's common stock are directly held by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP. ( 3 )(Continued from Footnote 2) Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC and the managing member of Athyrium Funds GP Holdings, LLC. ( 4 )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. ( 5 )The Warrant represents a right to buy 12,506,250 shares of the Issuer's common stock at an exercise price of $0.3288 per share. The Warrant is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter. ( 6 )The two reported transactions involved an amendment of an outstanding warrant, resulting in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally granted on June 14, 2021 and allowed for the purchase of up to 8,097,166 shares of the Issuer's common stock. The replacement warrant has a lower exercise price and is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter. ( 7 )The Warrant is directly owned by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition 2 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC.

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