As filed with the Securities and Exchange Commission on January 27, 2023
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
BIORA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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27-3950390 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
4330 La Jolla Village Drive, Suite 300
San Diego, CA 92122
(833) 727-2841
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Aditya P.
Mohanty
Chief Executive Officer
Biora Therapeutics, Inc.
4330 La Jolla Village Drive, Suite 300
San Diego, CA 92122
(833) 727-2841
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
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Ryan A. Murr
Branden C. Berns Gibson,
Dunn & Crutcher LLP 555 Mission Street, Suite 3000
San Francisco, CA 94105
(415) 393-8373 |
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Clarke Neumann
General Counsel Biora
Therapeutics, Inc. 4330 La Jolla Village Drive, Suite 300
San Diego, CA 92122 (833) 727-2841 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement becomes effective, as determined by market conditions and other factors.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the
securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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☒ |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a), may determine.