Sec Form 4 Filing - Athyrium Opportunities III Co-Invest 1 LP @ BIORA THERAPEUTICS, INC. - 2023-09-18

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) X __ 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) 09/18/2023 (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 Common Stock 09/18/2023 A 9,235,281 A 10,929,763 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )

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 7.25% Convertible Senior Notes due 2025 $ 89.9248 09/18/2023 D 50,000,000 01/06/2021 12/01/2025 Common Stock 556,020 ( 1 ) ( 2 ) 53,500,000 I See footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) Warrant ( 7 ) $ 0.001 09/18/2023 A 7,399,226 09/18/2023 ( 7 ) Common Stock 7,399,226 ( 1 ) ( 2 ) 7,399,226 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) Warrant ( 8 ) $ 3.01 09/18/2023 A 16,634,507 09/18/2023 09/18/2026 Common Stock 16,634,507 ( 1 ) ( 2 ) 16,634,507 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 )

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 X Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X 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 X Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X 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 09/19/2023 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 09/19/2023 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 09/19/2023 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 09/19/2023 Signature of Reporting Person Date /s/ Jeffrey A. Ferrell 09/19/2023 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 09/19/2023 Signature of Reporting Person Date /s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member 09/19/2023 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 09/19/2023 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 09/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 18, 2023, Biora Therapeutics, Inc. (the "Company"), Athyrium Opportunities III Acquisition LP ("Acquisition LP") and Athyrium Opportunities III Co- Invest 1 LP ("Co-Invest LP") entered into a Convertible Notes Exchange Agreement for Common Stock and Warrants (the "Exchange Agreement") whereby (i) Acquisition LP exchanged $12,077,000 aggregate principal amount of 7.25% Convertible Notes due 2025 (the "7.25% Convertible Notes") directly held by Acquisition LP for (1) 2,230,690 shares of the Company's common stock, par value $0.001 per share ("common stock"), pre-funded warrants to purchase 1,787,209 shares of common stock ("Pre-Funded Warrants") and warrants to purchase 4,017,899 shares of common stock ("Warrants"), all issued to and directly held by Athyrium Opportunities III Acquisition 2 LP ("Acquisition 2 LP") pursuant to the terms of the Exchange Agreement, ( 2 )(Continued from footnote 1) and (2) accrued and unpaid interest paid to Acquisition LP on the 7.25% Convertible Notes exchanged by Acquisition LP to, but excluding, September 18, 2023, and (ii) Co-Invest LP exchanged $37,923,000 aggregate principal amount of 7.25% Convertible Notes directly held by Co-Invest LP for (1) 7,004,591 shares of common stock, Pre-Funded Warrants to purchase 5,612,017 shares of common stock, Warrants to purchase 12,616,608 shares of common stock, all issued to and directly held by Co-Invest LP pursuant to the terms of the Exchange Agreement, and (2) accrued and unpaid interest paid to Co-Invest LP on the 7.25% Convertible Notes exchanged by Co-Invest LP to, but excluding, September 18, 2023. ( 3 )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. ( 4 )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. ( 5 )Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Acquisition LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC. ( 6 )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. ( 7 )The Pre-Funded Warrants have an exercise price of $0.001 per share and are exercisable at any time on or after September 18, 2023 until such Pre-Funded Warrants have been fully exercised in accordance with their terms. The Pre-Funded Warrants are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder's beneficial ownership of common stock (together with its affiliates and certain attribution parties) would exceed 49.9% of the outstanding common stock. ( 8 )The Warrants have an exercise price of $3.01 per share and are exercisable at any time on or after September 18, 2023 until September 18, 2026. The Warrants are subject to certain exercise limitations, including a limitation on the ability to exercise if the holder's beneficial ownership of common stock (together with its affiliates and certain attribution parties) would exceed 49.9% of the outstanding common stock.

Remarks: All share amounts give effect to the 25:1 reverse stock split of the common stock effected by the Company on January 3, 2023.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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