Biora Therapeutics (BIOR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 13, 2024, to vote on key proposals including share issuances, equity plan amendments, and potential adjournment to solicit more proxies.

• Proposals are driven by recent financing transactions and compliance with Nasdaq Listing Rule 5635(d).

• Board recommends voting in favor of all proposals.

• Only stockholders of record as of October 18, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Authorize issuance of shares underlying new and amended warrants and convertible notes, potentially exceeding 20% of outstanding shares.

• Proposal 2: Approve amendment to the 2018 Equity Incentive Plan, increasing authorized shares by 1,850,000 and extending the plan to 2034.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit proxies.

• Board recommends a vote “FOR” each proposal.

Board of directors and corporate governance

• Board and committee structure includes Audit, Compensation, and Nominating Committees.

• Non-employee directors compensated with cash retainers and equity awards; indemnification agreements in place.

• Voting agreement in place with major shareholder Athyrium Capital Management, LP, to support share issuance proposals.