BIOR: Context Capital discloses 22,025-share holding in new 13G amendment

Rhea-AI Filing Summary

Biora Therapeutics, Inc. (BIOR) – Schedule 13G/A Amendment No. 1

Context Capital Management, LLC, together with four related reporting persons (Michael S. Rosen, William D. Fertig, Charles E. Carnegie and Context Partners Master Fund, L.P.), has filed an amended Schedule 13G reporting beneficial ownership of 22,025 BIOR common shares as of 30 June 2025. The filing cites an outstanding share count of 4,522,702 (as of 6 Nov 2024), placing the group’s holding at 0.5 % of the company’s common equity.

• Sole voting/dispositive power: 0 shares
• Shared voting/dispositive power: 22,025 shares
• Filing basis: Passive ownership; certifications state the position was acquired in the ordinary course and not for the purpose of influencing control.
• Reporting structure: LLC is general partner and investment adviser to the Cayman-domiciled master fund; the three individuals are control persons of the LLC. All parties disclaim membership in a group and beneficial ownership except for pecuniary interest.
• Ownership status: Item 5 confirms ownership of <5 % of the class; therefore the position is below the threshold that typically triggers Schedule 13D obligations.

The amendment does not disclose purchase dates, cost basis, or any intention to alter the company’s strategy. Given the <0.5 % stake, the filing is primarily informative and is unlikely to be a market-moving catalyst on its own.

Insights

Equity Analyst

TL;DR – Passive 0.5 % stake; negligible strategic impact.

This 13G/A shows Context Capital Management holds only 22,025 BIOR shares. With no sole voting power and certificates of passivity, the filing signals neither activism nor meaningful capital commitment. For investors, the disclosure provides minimal insight into BIOR fundamentals or valuation. Unless future filings reveal a much larger accumulation, the stake is too small (<$0.5 m at recent prices) to influence governance or liquidity. I classify the market impact as neutral.

Corporate Governance Expert

TL;DR – Ownership below 5 %; no governance ramifications.

Because the reporting persons collectively own less than 5 %, they retain only routine disclosure obligations and expressly disclaim intent to influence control. The absence of a group designation further reduces governance significance. Board composition, proxy dynamics and strategic direction remain unaffected. Accordingly, I view the filing as informational, not impactful.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BIORA THERAPEUTICS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74319F404

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 74319F404

1

Names of Reporting Persons

Context Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,025.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,025.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,025.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 4,522,702 shares of the Common Stock outstanding as of November 6, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024.

SCHEDULE 13G

CUSIP No. 74319F404

1

Names of Reporting Persons

Michael S. Rosen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,025.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,025.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,025.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 4,522,702 shares of the Common Stock outstanding as of November 6, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024.

SCHEDULE 13G

CUSIP No. 74319F404

1

Names of Reporting Persons

William D. Fertig

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,025.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,025.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,025.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 4,522,702 shares of the Common Stock outstanding as of November 6, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024.

SCHEDULE 13G

CUSIP No. 74319F404

1

Names of Reporting Persons

Charles E. Carnegie

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,025.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,025.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,025.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 4,522,702 shares of the Common Stock outstanding as of November 6, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024.

SCHEDULE 13G

CUSIP No. 74319F404

1

Names of Reporting Persons

Context Partners Master Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 22,025.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 22,025.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,025.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 4,522,702 shares of the Common Stock outstanding as of November 6, 2024, as reported in the Form 10-Q filed by the Issuer for the quarter ended September 30, 2024.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BIORA THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 4330 LA JOLLA VILLAGE DRIVE, Suite 300, SAN DIEGO, CALIFORNIA, 92122
Item 2.
(a)	Name of person filing: Context Capital Management, LLC ("LLC") Michael S. Rosen ("Rosen") William D. Fertig ("Fertig") Charles E. Carnegie ("Carnegie") Context Partners Master Fund, L.P. ("LP") LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person?s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: Context Capital Management, LLC 7724 Girard Avenue Suite 300 La Jolla, CA 92037
(c)	Citizenship: See cover page for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 74319F404
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See items 5-9 of the cover page for each reporting person.
(b)	Percent of class: See items 5-9 of the cover page for each reporting person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See items 5-9 of the cover page for each reporting person.
	(ii) Shared power to vote or to direct the vote: See items 5-9 of the cover page for each reporting person.
	(iii) Sole power to dispose or to direct the disposition of: See items 5-9 of the cover page for each reporting person.
	(iv) Shared power to dispose or to direct the disposition of: See items 5-9 of the cover page for each reporting person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Context Capital Management, LLC

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

Michael S. Rosen

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

William D. Fertig

Signature:	William D. Fertig
Name/Title:	Chairman
Date:	07/10/2025

Charles E. Carnegie

Signature:	Charles E. Carnegie
Name/Title:	CIO
Date:	07/10/2025

Context Partners Master Fund, L.P.

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

FAQ

How many Biora Therapeutics (BIOR) shares does Context Capital Management own?

The filing reports 22,025 common shares, representing 0.5 % of outstanding stock.

Does the 0.5 % BIOR stake give Context Capital Management control influence?

No. The Schedule 13G certifications state the stake is passive and not intended to influence control.

Why was a Schedule 13G/A filed instead of a Schedule 13D?

Because the position is under 5 % and passive, the investors qualify for Schedule 13G reporting rather than the control-oriented 13D.

Who are the individuals associated with the BIOR stake?

Michael S. Rosen, William D. Fertig and Charles E. Carnegie are control persons of Context Capital Management, the adviser to the master fund holding the shares.

What is the effective date of the reported BIOR ownership?

The ownership position is reported as of June 30, 2025.