[SCHEDULE 13G] Biora Therapeutics, Inc. Common Stock SEC Filing

Rhea-AI Filing Summary

Clearside Biomedical, Inc. (CLSD) has issued a Definitive Proxy Statement (DEF 14A) for a Special Meeting on 29 Aug 2025. The Board is asking holders of the 78.5 m outstanding shares (record date: 28 Jul 2025) to approve a single corporate action:

• Proposal 1 – Reverse Stock Split & Authorized Share Reduction: authorises the Board, at its discretion within 12 months, to combine shares in any ratio from 1-for-5 to 1-for-15 and simultaneously cut authorised common shares proportionately from the current 400 m down to 80 m–26.7 m, preserving par value ($0.001).

Rationale: CLSD has been out of compliance with Nasdaq’s $1.00 minimum bid price since 7 Feb 2025 and expects delisting notice after 6 Aug 2025. Management believes a higher share price following the reverse split is the most practical path to regain compliance and maintain Nasdaq Global Market listing, thereby protecting liquidity and financing options.

Voting mechanics: Proposal passes with a simple majority of votes cast; because it is deemed “routine” by NYSE rules, brokers may vote uninstructed street-name shares. No broker non-votes are expected. Quorum is >50% of outstanding shares (≥39.26 m). No dissenters’ rights apply.

Effects: Share counts, option pools and ATM capacity will shrink proportionally; fractional shares will be cashed out at the 5-day average market price. Ownership percentages and rights remain unchanged. The Board may abandon or defer the split if price compliance is regained independently.

Positive

• Maintains Nasdaq listing: Reverse split is the quickest route to regain the $1.00 bid price, protecting liquidity and institutional visibility.
• Flexible ratio range (1-5 to 1-15) allows the Board to tailor the split to market conditions, increasing chance of compliance.
• Authorized share cut alleviates concerns over excessive unissued shares post-split, limiting potential future dilution.

Negative

• Liquidity risk: Fewer outstanding shares may widen spreads and reduce trading volume.
• No guarantee of sustained price: Historical data show many reverse-split stocks drift back below compliance levels without operational improvements.
• Odd-lot costs: Holders ending with <100 shares may face higher brokerage fees and selling difficulties.

Insights

Equity Research Analyst

TL;DR: Board seeks flexible 1-for-5–15 reverse split to avert Nasdaq delisting; modestly positive if it restores bid price, neutral otherwise.

The filing is defensive rather than transformative. A reverse split is a common cure for sub-$1 stocks; it neither improves fundamentals nor raises capital but preserves market access. Flexibility across 11 ratios lets the Board match prevailing prices and minimise post-split volatility. Because authorisation covers only 12 months and may be abandoned, dilution risk is limited to micro-rounding of fractional shares. The move could attract institutions barred from penny stocks and keep CLSD eligible for index inclusion, yet liquidity may fall as the float contracts and odd-lots rise. Success hinges on sustaining a >$1.00 price; history shows reverse splits often fade if unaccompanied by operating catalysts. Overall impact viewed as guardedly positive but not value-creating.

Corporate Governance Specialist

TL;DR: Proposal follows best-practice—single agenda item, proportional auth-share cut, routine vote; governance risks appear low.

The Board’s design addresses shareholder dilution concerns by pairing the split with an authorised share reduction, avoiding an inflated share reserve that could facilitate future issuances without approval. Voting thresholds are standard and broker discretion ensures likely passage. Cash-out for fractional shares is at a transparent 5-day VWAP, limiting dispute risk. Anti-takeover effects are acknowledged but minimal given reduced authorised pool. No insider entrenchment signals emerge; executives collectively own only 6.7 % pre-split. From a governance lens, the measure is procedurally sound and shareholder-friendly.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BIORA THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74319F404

(CUSIP Number)

04/07/2025

(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

TAGGETT MARGARET ELLEN

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 297,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 297,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

297,000.00

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)

6.6 %

12

Type of Reporting Person (See Instructions)

IN

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 CA 92122
Item 2.
(a)	Name of person filing: TAGGETT MARGARET ELLEN
(b)	Address or principal business office or, if none, residence: 1240 New Haven Road, Naugatuck, Connecticut 06770
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(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: 297,000 shares of Common Stock, par value $0.001 per share ("Common Stock")
(b)	Percent of class: Percent of class: 6.6% The information with respect to percentage ownership is based on a total of 4,522,702 outstanding shares of Common Stock of Biora Therapeutics, Inc., as reported in the Issuer's most recent Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 297,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 297,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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 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.

TAGGETT MARGARET ELLEN

Signature:	/s/ Margaret E. Taggett
Name/Title:	TAGGETT MARGARET ELLEN
Date:	08/04/2025

FAQ

Why does CLSD want a reverse stock split?

To raise its share price above Nasdaq’s $1.00 minimum bid rule and avoid delisting, which could impair liquidity and financing.

What split ratios are being proposed for Clearside Biomedical (CLSD)?

The Board may select any ratio from 1-for-5 up to 1-for-15, executing one split within 12 months or not at all.

Will the number of authorised CLSD shares change?

Yes. Authorised common shares will drop proportionally from 400 m to between 80 m and 26.7 m, matching the chosen split ratio.

How will fractional shares be handled after the reverse split?

Fractional entitlements will be cashed out at the 5-day average closing price preceding the effective date; no fractional shares will be issued.

What vote is required for Proposal 1 to pass at the August 29, 2025 meeting?

A simple majority of votes cast is sufficient; brokers may vote uninstructed street-name shares because the item is deemed routine.

When is the record date for voting on the CLSD special meeting?

Shareholders of record as of 28 July 2025 are entitled to vote the 78,510,318 outstanding shares.