FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Athyrium Opportunities III Co-Invest 1 LP		 2. Issuer Name and Ticker or Trading Symbol

BIORA THERAPEUTICS, INC. [ BIOR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

505 FIFTH AVENUE, FLOOR 18		 3. Date of Earliest Transaction (MM/DD/YYYY)

11/9/2022
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/9/2022  P  12506250 A (1)42362097 I See footnotes (2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (5)$0.33 11/9/2022  P   12506250 (5)   5/9/2023 5/9/2028 Common Stock 12506250  (1)12506250 I See footnotes (2)(3)(4)
Warrant $2.84 11/9/2022  D (6)    8097166 (6) 6/14/2021 6/14/2026 Common Stock 8097166  (6)0 I See footnotes (4)(7)
Warrant $0.33 11/9/2022  A (6)  8097166 (6)   5/9/2023 5/9/2028 Common Stock 8097166  (6)8097166 (6)I See footnotes (4)(7)
Explanation of Responses:
(1) The shares of the Issuer's common stock and the Warrant were purchased for an aggregate purchase price of $3,751,875, or $0.30 per unit, with each unit consisting of one share of the Issuer's common stock and the right to buy an additional share of the Issuer's common stock for the exercise price specified in the Warrant.
(2) 3,020,833 shares of the Issuer's common stock and the Warrant which represents a right to buy 3,020,833 shares of the Issuer's common stock are directly owned by Athyrium Opportunities III Acquisition LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC. 9,485,417 shares of the Issuer's common stock and the Warrant which represents a right to buy 9,485,417 shares of the Issuer's common stock are directly held by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP.
(3) (Continued from Footnote 2) Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC and the managing member of Athyrium Funds GP Holdings, LLC.
(4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
(5) The Warrant represents a right to buy 12,506,250 shares of the Issuer's common stock at an exercise price of $0.3288 per share. The Warrant is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
(6) The two reported transactions involved an amendment of an outstanding warrant, resulting in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally granted on June 14, 2021 and allowed for the purchase of up to 8,097,166 shares of the Issuer's common stock. The replacement warrant has a lower exercise price and is exercisable at any time between on or after May 9, 2023 and until May 9, 2028, but not thereafter.
(7) The Warrant is directly owned by Athyrium Opportunities III Acquisition 2 LP. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition 2 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and the President of Athyrium Opportunities Associates III GP LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Athyrium Opportunities III Co-Invest 1 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Opportunities III Acquisition LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Opportunities III Acquisition 2 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Opportunities 2020 LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Ferrell Jeffrey
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017		XX

Athyrium Opportunities Associates Co-Invest LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Funds GP Holdings LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Opportunities Associates III LP
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X

Athyrium Opportunities Associates III GP LLC
505 FIFTH AVENUE, FLOOR 18
NEW YORK, NY 10017
X
Signatures
/s/ Athyrium Opportunities III Co-Invest 1 LP, by Athyrium Opportunities Associates Co-Invest LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities III Acquisition LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities III Acquisition 2 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities 2020 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Jeffrey A. Ferrell11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Funds GP Holdings, LLC, by Jeffery A. Ferrell, Managing Member11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate

/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary11/14/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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