SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 3.02|| |
Unregistered Sales of Equity Securities.
On October 12, 2023, Biora Therapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to 4,278,074 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), with an exercise price of $1.87 to an accredited investor in a private placement transaction.
The Warrant is exercisable beginning on the date that is six months from the issue date, and is subject to certain vesting conditions as described below.
The holder of the Warrant may from time to time prior to January 31, 2024 agree to acquire, and the Company may agree to sell to such holder, up to an aggregate of $8 million of Common Stock in issuances registered under the Securities Act of 1933, as amended (the “Securities Act”). The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor the Company has any obligation to agree to or consummate any such issuances.
The Warrant and shares of Common Stock issuable upon exercise of the Warrant were offered pursuant to an exemption provided under Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The purchaser is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.
The preceding description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference it its entirety.
|Item 9.01|| |
Financial Statements and Exhibits
|4.1||Form of October 2023 Private Placement Warrant (incorporated by reference to the form of October 2023 Private Placement Warrant filed as Exhibit 4.1 to the Current Report on Form 8-K filed on October 11, 2023).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Biora Therapeutics, Inc.|
|Date: October 13, 2023||By:|
|Chief Financial Officer|