UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1410, 2024

Biora Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39334	27-3950390
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4330 La Jolla Village Drive, Suite 300
San Diego, California		92122
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (833) 727-2841

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BIOR	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

☒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 13(a) of the Exchange Act. ☐

IfItem an3.01 ~~emerging~~Notice ~~growth~~of ~~company,~~Delisting ~~indicate~~or byFailure ~~check mark if the registrant has elected not~~ to ~~use~~Satisfy ~~the~~a ~~extended~~Continued ~~transition~~Listing ~~period~~Rule ~~for complying with any new~~ or ~~revised~~Standard; ~~financial~~Transfer ~~accounting standards provided pursuant to Section 13(a)~~ of ~~the Exchange Act~~Listing.

☐Biora Therapeutics, Inc. (the “Company”) today announced that on December 9, 2024, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s securities from Nasdaq based upon the Company’s continued non-compliance with the market value of listed securities requirement for continued listing on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5550(b). As a result of the Panel’s decision, Nasdaq will suspend trading in the Company’s securities effective with the open of business on Wednesday, December 11, 2024, and thereafter file a Form 25 with the Securities and Exchange Commission to effect the formal delisting of the Company’s securities from Nasdaq once all applicable Nasdaq appeal and review periods have expired.

~~Item~~The ~~2.02~~Company ~~Results~~anticipates that, concurrent with the suspension of ~~Operations~~trading ~~and~~of ~~Financial~~its ~~Condition~~common stock on Nasdaq, the Company’s shares will begin trading on the OTC Markets’ OTC Pink Current Information tier under the current symbol “BIOR”.

On November 14, 2024, Biora Therapeutics, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information or Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release dated November 14, 2024
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Biora Therapeutics, Inc.
Date:	~~November~~December 1410, 2024	By:	/s/ ~~Aditya~~Adi P. Mohanty
			Aditya P. MohantyChief Executive Officer
			Adi MohantyChief Executive Officer

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