Biora Therapeutics Plans Special Meeting to Approve Stock Issuances and Equity Plan Amendment

The virtual meeting will seek shareholder approval for stock issuance tied to convertible notes and an expanded equity incentive plan.

October 25, 2024

Biora Therapeutics Schedules Key Stockholder Votes

Biora Therapeutics, Inc. has announced that it will hold a virtual Special Meeting of Stockholders on November 13, 2024, to vote on several important proposals. The meeting will focus on authorizing the issuance of additional common stock linked to recent convertible note and warrant agreements, which were part of the company's financing deals in August 2024. These stock issuances are crucial for complying with Nasdaq’s requirements under Listing Rule 5635(d), which governs the issuance of large blocks of stock.

Another key item on the agenda is a proposed amendment to Biora's 2018 Equity Incentive Plan. This amendment seeks to increase the number of shares available for issuance under the plan by 1.85 million, and extend the plan's duration. This adjustment is designed to ensure that Biora can continue to attract and retain top executive talent by offering competitive compensation packages tied to company performance.

Stock Issuance and Equity Plan Expansion

One of the primary reasons for the Special Meeting is to obtain stockholder approval for issuing shares of common stock associated with convertible notes and warrants. These securities were issued in August 2024, and approval is necessary to avoid violating Nasdaq’s cap on the number of shares a company can issue without shareholder consent. If approved, the stock issuance would allow the company to convert the notes and warrants into common stock, enabling Biora to meet its financial obligations while retaining its listing on the Nasdaq exchange.

Adjournment and Proxy Solicitation

In addition to the primary proposals, the meeting will include a vote to adjourn, if necessary, to gather additional votes or proxies. The Board of Directors has encouraged shareholders to vote in favor of all proposals, emphasizing that these measures are critical to the company’s financial stability and future growth.

The outcome of the Special Meeting will play a pivotal role in determining Biora’s ability to meet its financing commitments and continue executing its business strategy. The combination of stock issuance and equity plan amendments will give the company the flexibility it needs to manage its financial obligations while attracting and retaining talent.