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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2022



Biora Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39334   27-3950390
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


4330 La Jolla Village Drive, Suite 300  
San Diego, California   92122
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 293-2639


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.001 per share   BIOR   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07

Submission of Matters to a Vote of Security Holders

Biora Therapeutics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2022 at 11:00 a.m. Pacific Time. As of the close of business on April 21, 2022, the record date for the Annual Meeting, there were 184,198,929 shares of common stock entitled to vote at the meeting. Stockholders acted on the following items of business at the Annual Meeting:



The following director nominees were elected to serve until the 2023 Annual Meeting of Stockholders based upon the following votes:



   Votes For    Votes Withheld    Broker Non-Votes

Adi Mohanty

   50,221,042    2,629,705    57,573,829

Jeffrey D. Alter

   43,800,914    9,049,833    57,573,829

Jeffrey A. Ferrell

   41,787,032    11,063,715    57,573,829

Jill Howe

   44,664,773    8,185,974    57,573,829

Brian L. Kotzin, M.D.

   50,631,097    2,219,650    57,573,829

Lynne Powell

   50,893,329    1,957,418    57,573,829

Surbhi Sarna

   50,403,488    2,447,259    57,573,829



The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022 was ratified as follows:


Votes For


Votes Against




Broker Non-Votes


  1,477,577   1,077,002   0


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.


Date: June 15, 2022     Biora Therapeutics, Inc.

/s/ Adi Mohanty

      Adi Mohanty
      Chief Executive Officer