Biora to swap 7.25% convertibles due 2025 for 11%/13% notes due 2028

By Mary-Katherine Stinson

Lexington, Ky., Dec. 18 – Biora Therapeutics, Inc. on Dec. 18 entered into exchange agreements with certain holders of its 7.25% convertible senior notes due 2025, according to an 8-K filing with the Securities and Exchange Commission.

Under the agreement, the company has agreed to acquire $72.5 million of the 2025 notes in exchange for $23.93 million in aggregate principal amount of 11%/13% convertible senior secured notes due 2028 and, for certain investors, an aggregate of 625,000 shares of the company’s common stock, warrants to purchase 5,039,236 shares of common stock and accrued and unpaid interest on the exchanged existing notes to the closing date.

Biora also entered into note purchase agreements on Dec. 18 with certain investors as purchasers, where they have agreed to purchase $16,953,000 in aggregate principal amount of additional notes from the company for cash at par value. The purchasers were granted additional warrants to purchase a total of 5,084,613 shares of common stock and certain of the purchasers were also granted commitment warrants to purchase 7,352,941 shares of common stock.

The exchange warrants have an exercise price of $5.50 per share and are exercisable at any time on or after closing until Dec. 19, 2028. The commitment warrants have an exercise price of $1.36 per share and are exercisable at any time on or after June 19 until Dec. 19, 2028. The additional warrants have an exercise price of $5.00 per share and are exercisable at any time on or after closing until Dec. 19, 2028.

All the debt exchange transactions are expected to close on Dec. 19.

San Diego-based Biora is a biotech company innovating in the fields of gastrointestinal health and oral biotherapeutics. The company was formerly called Progenity, Inc.

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