UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Biora Therapeutics, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on December 19, 2022 at 9:00 a.m. Pacific Time. As of the close of business on November 23, 2022, the record date for the Special Meeting, there were 223,170,617 shares of common stock, par value $0.001 per share (the “Common Stock”), and 223,171 shares of Series X Preferred Stock, par value $0.001 (the “Preferred Stock”), entitled to vote, together as a single class, at the Special Meeting. Holders of Common Stock were entitled to one vote per share, and holders of Preferred Stock were entitled to 3,000 votes per share. Stockholders acted on the following items of business at the Special Meeting:
| 1. | An amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio ranging from 5:1 to 25:1, inclusive, was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 429,952,792 | 78,343,924 | 39,546,040 | 0 |
| 2. | An amendment to the Certificate of Incorporation to effect a reduction in the total number of authorized shares of Common Stock was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 452,020,075 | 74,957,548 | 20,865,133 | 0 |
SIGNATURES
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: December 19, 2022 | Biora Therapeutics, Inc. | |||||
| By: | /s/ Adi Mohanty | |||||
| Adi Mohanty | ||||||
| Chief Executive Officer | ||||||