SCHEDULE: Davidson Kempner Discloses 9.9% Stake in Biora

Davidson Kempner Capital Management and its affiliates have disclosed a 9.90% beneficial ownership stake in Biora Therapeutics, Inc., primarily through convertible notes, subject to a 9.90% ownership blocker.

Summary

• Davidson Kempner Capital Management LP, along with its affiliates M.H. Davidson & Co. and Davidson Kempner Arbitrage, Equities and Relative Value LP, and Anthony A. Yoseloff, collectively reported beneficial ownership in Biora Therapeutics, Inc.
• Davidson Kempner Capital Management LP and Anthony A. Yoseloff each reported an aggregate beneficial ownership of 906,227 shares, representing 9.90% of Biora Therapeutics' common stock.
• Davidson Kempner Arbitrage, Equities and Relative Value LP reported 880,603 shares, also representing 9.90%.
• M.H. Davidson & Co. reported 25,624 shares, representing 0.56%.
• A significant portion of these holdings are issuable upon conversion of notes: 851,177 shares for DKCM/Yoseloff, 827,144 for DKAERV, and 24,033 for M.H. Davidson & Co.
• All reported securities are subject to a 9.90% beneficial ownership blocker, meaning the Reporting Persons cannot convert notes if their ownership would exceed 9.90% of the outstanding common stock.
• The percentages reported already account for this blocker, indicating that the actual number of shares beneficially owned after applying the blocker is less than the full conversion amount shown in some rows.
• The calculation is based on 4,552,702 shares of Common Stock outstanding as of November 6, 2024, as reported in Biora Therapeutics' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed on November 14, 2025.

Sentiment

Score: 6

Explanation: The disclosure of a significant institutional stake is generally positive, indicating investor interest. However, the presence of a 9.90% blocker limits the investor's immediate influence and full conversion potential, introducing a slight dampener on the overall sentiment.

Positives

• A significant institutional investor, Davidson Kempner, has taken a substantial stake in Biora Therapeutics, potentially signaling confidence in the company's long-term prospects.

Negatives

• The 9.90% ownership blocker limits the ability of Davidson Kempner to fully convert their notes into common stock, which could restrict their influence or potential upside from full equity participation.

Risks

• The 9.90% beneficial ownership blocker prevents the Reporting Persons from converting their notes if it would result in ownership exceeding this threshold, potentially limiting their ability to fully realize the value of their convertible securities.
• The actual number of shares beneficially owned by Davidson Kempner entities, after giving effect to the blocker, is less than the number of securities that would be issuable upon full conversion of the reported notes.

Future Outlook

NA

Industry Context

This filing indicates a significant investment by a prominent hedge fund in a biotechnology company, which is common in the biotech sector where early-stage companies often rely on institutional funding and convertible instruments. The ownership blocker is a typical provision to avoid triggering certain regulatory or corporate governance thresholds.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor's stake could be viewed positively, potentially increasing investor confidence. However, the ownership blocker means this investor's influence is capped at 9.90%.
• Company Management: Awareness of a large, capped institutional investor may influence strategic decisions, though the blocker limits direct control.

Key Dates

Keywords

Biora Therapeutics, Davidson Kempner, Schedule 13G, Beneficial Ownership, Convertible Notes, Ownership Blocker, Institutional Investor, Biotechnology, Pharmaceuticals