Biodrain Medical (BIOR) Prices 32.5M Share Direct Offeirng at $0.30/sh

Biora Therapeutics, Inc. (Nasdaq: BIOR), the biotech company that is reimagining therapeutic delivery, today announced that it has entered into a definitive agreement with institutional investors for the purchase and sale, in a registered direct offering, of 32,506,250 shares of the Company's common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 32,506,250 shares of common stock at a combined offering price of $0.30 per share of common stock (or pre-funded warrants in lieu thereof) and accompanying warrant. The warrants have an exercise price of $0.3288 per share, will become exercisable commencing six months following the date of issuance, and will expire five years following the initial exercise date. The closing of the offering is expected to occur on or about November 9, 2022, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to Biora from this offering are expected to be approximately $9.75 million, before deducting the placement agent's fees and other offering expenses. Biora intends to use the net proceeds from this offering to support its operations, invest in research and development with respect to its oral biotherapeutics platform, and for working capital and general corporate purposes. Approximately $3.75 million of the gross proceeds are being received by Biora as an in-kind payment. Such in-kind payment will be made in the form of a waiver of Biora’s cash interest payment obligation of approximately $3.75 million due on certain Convertible Senior Notes held by affiliates of Athyrium Capital Management, LP for the payment date occurring on December 1, 2022.

A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (“SEC”) on July 30, 2021 and was declared effective on August 6, 2021. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The Company also has agreed that certain existing warrants held by the investors in the offering to purchase up to an aggregate of 12,719,543 shares of the Company’s common stock that were previously issued to investors in February 2021 and June 2021, with exercise prices ranging from $2.84 to $6.86 per share and expiration dates ranging from February 2026 to June 2026, will be amended effective upon the closing of the offering so that the amended warrants will have a reduced exercise price of $0.3288 per share, will not be exercisable until six months following the closing of the offering and will expire five and one-half years following the closing of the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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