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SCHEDULE 13D/A 0001815260 XXXXXXXX LIVE 15 Common Stock, par value $0.001 per share 03/24/2025 false 0001580063 74319F107 Biora Therapeutics, Inc. 4330 La Jolla Village Drive Suite 200 San Diego CA 92122 Andrew C. Hyman, Esq. (212) 402-6925 505 Fifth Avenue, 18th Floor New York NY 10017 0001815260 N Athyrium Opportunities III Co-Invest 1 LP b OO N DE 0 2496246 0 2496246 2496246 N 36.5 PN 0001835266 N Athyrium Opportunities III Acquisition LP b OO N DE 0 269171 0 269171 269171 N 3.9 PN 0001815268 N Athyrium Opportunities III Acquisition 2 LP b OO N DE 0 632282 0 632282 632282 N 9.2 PN 0001815261 N Athyrium Opportunities 2020 LP b OO N DE 0 18333 0 18333 18333 N 0.3 PN 0001394967 N Jeffrey A. Ferrell b OO N X1 0 3416032 0 3416032 3416032 N 49.9 IN 0001815259 N Athyrium Opportunities Associates Co-Invest LLC b OO N DE 0 2496246 0 2496246 2496246 N 36.5 OO 0001815225 N Athyrium Funds GP Holdings LLC b OO N DE 0 3416032 0 3416032 3416032 N 49.9 OO 0001815262 N Athyrium Opportunities Associates III LP b OO N DE 0 919786 0 919786 919786 N 13.4 PN 0001815211 N Athyrium Opportunities Associates III GP LLC b OO N DE 0 919786 0 919786 919786 N 13.4 OO Common Stock, par value $0.001 per share Biora Therapeutics, Inc. 4330 La Jolla Village Drive Suite 200 San Diego CA 92122 This Amendment No. 15 amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the "SEC") on July 6, 2020, (as amended to date, this "Schedule 13D"). Capitalized terms used in this Amendment No. 15 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. On January 3, 2023, the Company effected a reverse stock split of the Company's Common Stock at a ratio of 25:1. On October 18, 2024, the Company effected a reverse stock split of the Company's Common Stock at a ratio of 10:1.The share amounts reported in this Amendment No. 15 give effect to each of the reverse stock splits for all periods presented. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 24, 2025, Mr. Ferrell resigned as a member of the Company's board of directors. Paragraph 2 of Item 5(a) and (b) of the Schedule 13D is amended and restated as follows: The Reporting Persons beneficially own in the aggregate 3,416,032 shares of Common Stock, which represents approximately 49.9% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on (i) 4,522,702 shares of Common Stock outstanding as of November 6, 2024, plus (ii) shares issuable upon conversion of the 11.00% / 13.00% Convertible Notes held by the Reporting Persons, to the extent the 11.00% / 13.00% Convertible Notes are then convertible and the resulting shares are considered beneficially owned under applicable rules promulgated under the Exchange Act, plus (iii) shares underlying the Amended Warrant, the Amended Second Common Stock Warrant, the September 2023 Pre-Funded Warrants, the September 2023 Warrants, the December 2023 Additional Warrants, the December 2023 Exchange Warrants and the Forbearance Warrants, to the extent such warrants are then exercisable and the resulting shares are considered beneficially owned under applicable rules promulgated under the Exchange Act. Paragraph 2 of Item 5(a) and (b) of the Schedule 13D is amended and restated as follows: The Reporting Persons beneficially own in the aggregate 3,416,032 shares of Common Stock, which represents approximately 49.9% of the outstanding shares of Common Stock. All calculations of percentage ownership in this Schedule 13D are based on (i) 4,522,702 shares of Common Stock outstanding as of November 6, 2024, plus (ii) shares issuable upon conversion of the 11.00% / 13.00% Convertible Notes held by the Reporting Persons, to the extent the 11.00% / 13.00% Convertible Notes are then convertible and the resulting shares are considered beneficially owned under applicable rules promulgated under the Exchange Act, plus (iii) shares underlying the Amended Warrant, the Amended Second Common Stock Warrant, the September 2023 Pre-Funded Warrants, the September 2023 Warrants, the December 2023 Additional Warrants, the December 2023 Exchange Warrants and the Forbearance Warrants, to the extent such warrants are then exercisable and the resulting shares are considered beneficially owned under applicable rules promulgated under the Exchange Act. Athyrium Opportunities III Co-Invest 1 LP /s/ Andrew Hyman Senior Vice President, Secretary of Athyrium Opportunities Associates Co-Invest LLC, general partner of Athyrium Opportunities III Co-Invest 1 LP 03/26/2025 Athyrium Opportunities III Acquisition LP /s/ Andrew Hyman Senior Vice President, Secretary of Athyrium Opportunities Associates III GP LLC* 03/26/2025 Athyrium Opportunities III Acquisition 2 LP /s/ Andrew Hyman Senior Vice President, Secretary of Athyrium Opportunities Associates III GP LLC* 03/26/2025 Athyrium Opportunities 2020 LP /s/ Andrew Hyman Senior Vice President, Secretary of Athyrium Opportunities Associates III GP LLC * 03/26/2025 Jeffrey A. Ferrell /s/ Jeffrey A. Ferrell Jeffrey A. Ferrell 03/26/2025 Athyrium Opportunities Associates Co-Invest LLC /s/ Andrew Hyman Senior Vice President, Secretary 03/26/2025 Athyrium Funds GP Holdings LLC /s/ Jeffrey A. Ferrell Managing Member 03/26/2025 Athyrium Opportunities Associates III LP /s/ Andrew Hyman Senior Vice President, Secretary of Athyrium Opportunities Associates III GP LLC, general partner of Athyrium Opportunities Associates III LP 03/26/2025 Athyrium Opportunities Associates III GP LLC /s/ Andrew Hyman Senior Vice President, Secretary 03/26/2025 * 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 Opportunities III Acquisition 2 LP and Athyrium Opportunities 2020 LP.