Statement of Changes in Beneficial Ownership (4)
January 05 2023 - 04:07PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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1. Name
and Address of Reporting Person * Kotzin Brian L. |
2. Issuer Name and Ticker or Trading
Symbol BIORA THERAPEUTICS, INC. [ BIOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O BIORA THERAPEUTICS, INC., 4330 LA JOLLA VILLAGE DRIVE,
SUITE 300 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/3/2023
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(Street)
SAN DIEGO, CA 92122
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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 |
Series X Preferred Stock |
1/3/2023 |
|
D |
|
44 (1)(2) |
D |
(2) |
0 |
D |
|
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
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
7. 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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
On November 10, 2022, the
Company's board of directors (the "Board") declared a dividend of
one one-thousandth of a share of Series X Preferred Stock, par
value $0.001 per share (the "Preferred Stock"), for each
outstanding share of common stock to common stockholders of record
at 5:00 p.m. Eastern Time on November 21, 2022, in a transaction
exempt from Section 16 under Rule 16a-9. The shares of Preferred
Stock were distributed on November 21, 2022. As a result, the
Reporting Person received the shares of Preferred Stock set forth
above. The Preferred Stock was not convertible into, or
exchangeable for, shares of any other class or series of stock or
other securities of the Company. |
(2) |
On January 3, 2023, in
connection with the Company's reverse stock split for the common
stock, the shares of Preferred Stock were redeemed automatically in
accordance with the certificate of designation of the Preferred
Stock. Each share of Preferred Stock was redeemed in consideration
for the right to receive an amount equal to $0.001 in cash (rounded
to the nearest cent) for each whole share of Preferred
Stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Kotzin Brian L.
C/O BIORA THERAPEUTICS, INC.
4330 LA JOLLA VILLAGE DRIVE, SUITE 300
SAN DIEGO, CA 92122 |
X |
|
|
|
Signatures
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/s/ Will Pridgen, Attorney-in-Fact for Brian L.
Kotzin |
|
1/5/2023 |
**Signature of Reporting
Person |
Date |
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. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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