--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-064362" form_type: "8-K" ticker: null cik: "0001580063" company_name: "BIORA THERAPEUTICS, INC." filed_at: "2024-03-11T23:59:59+00:00" generated_at: "2026-06-04T23:50:24.079554+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Biora cuts debt via $5.6M note exchange; monetizes Enumera stake for $3M ## Summary - Exchanged $5.6M of 7.25% 2025 notes for $3.8M of 11%/13% 2028 secured notes with Context Capital. - Context Capital also purchased $2.8M of 2028 notes and warrants for 2M shares at $2.75 exercise price. - Sold minority stake in Enumera Molecular for $3.0M nondilutive cash. - Since Sept 2023, reduced debt by over $80M and raised $19.8M in three exchange transactions. - Warrants exercisable from Sep 12, 2024 to Mar 12, 2029; 9.9% beneficial ownership cap. ## SEC filing metadata - accession: 0001193125-24-064362 - form_type: 8-K - cik: 0001580063 - company_name: BIORA THERAPEUTICS, INC. - filed_at: 2024-03-11T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/d772643d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-064362 - JSON: https://secwatch.observer/filing/0001193125-24-064362.json - Plain text: https://secwatch.observer/filing/0001193125-24-064362.txt ## Key facts - Debt Financings BIORA THERAPEUTICS, INC. incurred convertible notes of $2,812,500 in aggregate principal amount with Purchaser at 11.00% / 13.00% maturing due 2028. - Instrument: convertible notes - Principal: $2,812,500 in aggregate principal amount - Counterparty: Purchaser - Rate: 11.00% / 13.00% - Maturity: due 2028 - Event: incurrence source text: the Purchaser agreed to purchase $2,812,500 in aggregate principal amount of additional Notes from the Company for cash at par value evidence_url: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm - Debt Financings BIORA THERAPEUTICS, INC. incurred convertible notes of $3,825,000 in aggregate principal amount with Purchaser at 11.00% / 13.00% maturing due 2028. - Instrument: convertible notes - Principal: $3,825,000 in aggregate principal amount - Counterparty: Purchaser - Rate: 11.00% / 13.00% - Maturity: due 2028 - Event: incurrence source text: the Company agreed to acquire an aggregate of $5,625,000 of the Company’s Existing Notes from the holder in exchange for (i) $3,825,000 in aggregate principal amount of 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the “Notes”) evidence_url: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm - Material Agreements BIORA THERAPEUTICS, INC. entered into Note Purchase Agreement with the investor named therein (the “Purchaser”) valued at $2,812,500 (effective 2024-03-08). - Action: entry - Agreement: notes offering - Counterparty: the investor named therein (the “Purchaser”) - Value: $2,812,500 - Effective: 2024-03-08 source text: The Company also entered into a note purchase agreement (the “Note Purchase Agreement”), dated March 8, 2024, with the investor named therein (the “Purchaser”). Pursuant to the Note Purchase Agreement, the Purchaser agreed to purchase $2,812,500 in aggregate principal amount of additional Notes from the Company for cash at par value. evidence_url: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm - Material Agreements BIORA THERAPEUTICS, INC. entered into Registration Rights Agreement with the Purchaser (effective 2024-03-12). - Action: entry - Agreement: notes offering - Counterparty: the Purchaser - Effective: 2024-03-12 source text: Also on the Closing Date, in connection with the Debt Exchange Transactions, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser, which provides that the Company will register the resale of all shares of Common Stock issuable upon conversion or exercise of, or otherwise issuable pursuant to, the Notes or the Warrants issued pursuant to the Note Exchange Agreement or the Note Purchase Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm - Material Agreements BIORA THERAPEUTICS, INC. entered into Note Exchange Agreement with a holder of the Company’s 7.25% Convertible Senior Notes due 2025 valued at $5,625,000 (effective 2024-03-08). - Action: entry - Agreement: notes offering - Counterparty: a holder of the Company’s 7.25% Convertible Senior Notes due 2025 - Value: $5,625,000 - Effective: 2024-03-08 source text: The Company entered into an exchange agreement (the “Note Exchange Agreement”), dated March 8, 2024, with a holder of the Company’s 7.25% Convertible Senior Notes due 2025 (the “Existing Notes”), pursuant to which the Company agreed to acquire an aggregate of $5,625,000 of the Company’s Existing Notes from the holder in exchange for (i) $3,825,000 in aggregate principal amount of 11.00% / 13.00% Convertible Senior Secured Notes due 2028 (the “Notes”), and (ii) accrued and unpaid interest on the Existing Notes exchanged to, but excluding, the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1580063/000119312524064362/0001193125-24-064362-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.