SCHEDULE 13D/A: Athyrium Group Amends Biora Therapeutics Stake, Director Jeffrey Ferrell Resigns
Beneficial Ownership Amendment
Athyrium Group has updated its beneficial ownership in Biora Therapeutics, Inc., reporting an aggregate 49.9% stake, concurrent with the resignation of Jeffrey A. Ferrell from the company's board of directors.
Summary
- Athyrium Group, comprising Athyrium Opportunities III Co-Invest 1 LP, Athyrium Opportunities III Acquisition LP, Athyrium Opportunities III Acquisition 2 LP, Athyrium Opportunities 2020 LP, Jeffrey A. Ferrell, Athyrium Opportunities Associates Co-Invest LLC, Athyrium Funds GP Holdings LLC, Athyrium Opportunities Associates III LP, and Athyrium Opportunities Associates III GP LLC, collectively beneficially owns 3,416,032 shares of Biora Therapeutics, Inc. Common Stock.
- This aggregate beneficial ownership represents approximately 49.9% of the outstanding Common Stock of Biora Therapeutics, Inc.
- The calculation of percentage ownership is based on 4,522,702 shares of Common Stock outstanding as of November 6, 2024, plus shares issuable upon conversion of 11.00% / 13.00% Convertible Notes and shares underlying various warrants (Amended Warrant, Amended Second Common Stock Warrant, September 2023 Pre-Funded Warrants, September 2023 Warrants, December 2023 Additional Warrants, December 2023 Exchange Warrants, and Forbearance Warrants) held by the Reporting Persons.
- Jeffrey A. Ferrell resigned as a member of Biora Therapeutics' board of directors on March 24, 2025.
- The share amounts reported in this Amendment No. 15 reflect two prior reverse stock splits: a 25:1 split effected on January 3, 2023, and a 10:1 split effected on October 18, 2024.
Sentiment
Score: 5
Explanation: Neutral. The document is a factual disclosure of beneficial ownership changes and a board resignation, without explicit positive or negative financial implications or forward-looking statements.
Future Outlook
NA
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Board Member | Jeffrey A. Ferrell | NA | March 24, 2025 | Resignation |
Related Party Transactions
- The reporting persons, including Athyrium entities and Jeffrey A. Ferrell, collectively hold 49.9% beneficial ownership in Biora Therapeutics, Inc. Common Stock.
- The beneficial ownership calculation includes shares issuable upon conversion of 11.00% / 13.00% Convertible Notes and various warrants (Amended Warrant, Amended Second Common Stock Warrant, September 2023 Pre-Funded Warrants, September 2023 Warrants, December 2023 Additional Warrants, December 2023 Exchange Warrants, and Forbearance Warrants) held by the Reporting Persons, indicating existing financial relationships.
Stakeholder Impact
- Shareholders: The resignation of a significant investor's representative from the board could signal a shift in governance or strategic direction, potentially impacting shareholder confidence or future strategic decisions. The high beneficial ownership (49.9%) by the Athyrium Group indicates significant influence.
- Management: The resignation of a board member, especially one representing a large shareholder, could alter board dynamics and strategic oversight.
Key Dates
| Date | Description |
|---|---|
| July 6, 2020 | Original Schedule 13D filed by the Reporting Persons with the SEC. |
| January 3, 2023 | Company effected a reverse stock split of Common Stock at a ratio of 25:1. |
| October 18, 2024 | Company effected a reverse stock split of Common Stock at a ratio of 10:1. |
| November 6, 2024 | Date as of which 4,522,702 shares of Common Stock were outstanding, used for beneficial ownership calculation. |
| March 24, 2025 | Jeffrey A. Ferrell resigned as a member of the Company's board of directors. |
| March 26, 2025 | Date of filing/signature for Amendment No. 15 to Schedule 13D. |
Keywords
Biora Therapeutics, Athyrium, Schedule 13D, beneficial ownership, common stock, reverse stock split, board resignation, Jeffrey Ferrell, convertible notes, warrants
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