Sec Form 4 Filing - Athyrium Opportunities III Co-Invest 1 LP @ BIORA THERAPEUTICS, INC. - 2023-01-03

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) 01/03/2023 (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 Series X Preferred Stock 01/03/2023 D 42,362( 1 )( 2 ) D 0 I See footnotes( 3 )( 4 )( 5 )

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

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 01/05/2023 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 01/05/2023 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 01/05/2023 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 01/05/2023 Signature of Reporting Person Date /s/ Jeffrey A. Ferrell 01/05/2023 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023 Signature of Reporting Person Date /s/ Athyrium Funds GP Holdings LLC, by Jeffery A. Ferrell, Managing Member 01/05/2023 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 01/05/2023 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 01/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 10, 2022, the Issuer's board of directors (the "Board") declared a dividend of one one-thousandth of a share of Series X Preferred Stock, par value $0.001 per share (the "Preferred Stock"), for each outstanding share of common stock to common stockholders of record at 5:00 p.m. Eastern Time on November 21, 2022, in a transaction exempt from Section 16 under Rule 16a-9. The shares of Preferred Stock were distributed on November 21, 2022. As a result, the Reporting Persons received the shares of Preferred Stock set forth above. The Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Issuer. ( 2 )On January 3, 2023, in connection with the Issuer's reverse stock split for the common stock, the shares of Preferred Stock were redeemed automatically in accordance with the certificate of designation of the Preferred Stock. Each share of Preferred Stock was redeemed in consideration for the right to receive an amount equal to $0.001 in cash (rounded to the nearest cent) for each whole share of Preferred Stock. ( 3 )3,327 shares of Preferred Stock are directly owned by Athyrium Opportunities III Acquisition LP. 19,829 shares of Preferred Stock are 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 LP and 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. 14,623 shares of Preferred 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. ( 4 )(Continued from Footnote 3) 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. 4,583 shares of Preferred Stock are directly owned by Athyrium Opportunities 2020 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 2020 LP. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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