As filed with the Securities and Exchange Commission on July 30, 2021.December 22, 2023

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Progenity, Inc.BIORA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

4330 La Jolla Village Drive, Suite 200300

San Diego, CA 92122

(833) (855) 293-2639727-2841

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harry Stylli, Ph.D.Aditya P. Mohanty

Chairman and Chief Executive Officer

Progenity,Biora Therapeutics, Inc.

4330 La Jolla Village Drive, Suite 200300

San Diego, CA 92122

(833) (855) 293-2639727-2841

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copiesCopies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement becomes effective.effective, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment thatwhich specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 as amended, or until thisthe registration statement shall become effective on such date as the Commission acting pursuant to said Sectionsection 8(a), may determine.

The information in this prospectus is not complete and may be changed. WeThe Selling Stockholders may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where suchthe offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 30, 2021DECEMBER 22, 2023

PROSPECTUSProspectus

COMMON STOCK

PREFERRED STOCKBIORA THERAPEUTICS, INC.

DEBT SECURITIES

WARRANTS

UNITS71,068,767 Shares of Common Stock

FromThis prospectus relates to the offer and resale from time to time we may issue, in one or more series or classes,by the selling stockholders named herein (the “Selling Stockholders”) of up to $200,000,000 inan aggregate principal amount of our71,068,767 shares (the “Shares”) of common stock, preferred stock, debt securities, warrants and/par value $0.001 per share, of Biora Therapeutics, Inc., a Delaware corporation (“Biora” or units, at prices and on terms that we will determine at the time“Company”). The Shares consist of the offering.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplementup to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. We may not sell any securities under this prospectus without delivery of the applicable prospectus supplement. If information in any prospectus supplement is inconsistent with the information in this prospectus, then the information in that prospectus supplement will apply and will supersede the information in this prospectus.

You should read this prospectus, the applicable prospectus supplement and any related free writing prospectus carefully, as well as any documents incorporated by reference, before you invest in any of the securities being offered.

Our(i) 26,207,050 shares of common stock issuable upon conversion of $40,883,000 principal amount of the Company’s 11.00%/13.00% Convertible Senior Secured Notes due 2028 (the “2028 Convertible Notes”), (ii) 27,384,927 shares of common stock that may be issuable (A) in respect of interest payments or make-whole amounts on the 2028 Convertible Notes that the Company settles in shares of common stock or (B) upon conversion of, or in respect of, interest payments or make-whole amounts on any additional 2028 Convertible Notes issuable with respect to interest payments on the 2028 Convertible Notes that are listedsettled in kind (all such shares, the “Interest Payment and Make-Whole Shares”), (iii) 7,352,941 shares of common stock issuable upon the exercise of warrants to purchase common stock with a term of five years that are exercisable six months from the date of issuance and an exercise price of $1.36 per share (the “Commitment Warrants”), (iv) 5,084,613 shares of common stock issuable upon the exercise of warrants to purchase common stock with a term of five years and an exercise price of $5.00 per share (the “Additional Warrants”), and (v) 5,039,236 shares of common stock issuable upon the exercise of warrants to purchase common stock with a term of five years and an exercise price of $5.50 per share (the “Exchange Warrants,” and collectively with the Commitment Warrants, and the Additional Warrants, the “Warrants”). The Shares offered hereby include any shares of common stock that may be issuable upon exercise of any warrants issuable pursuant to the terms of any 2028 Convertible Notes in lieu of shares otherwise issuable pursuant to the terms of the 2028 Convertible Notes.

We will not receive any of the proceeds from the sale or other disposition of the Shares by the Selling Stockholders. However, upon any cash exercise of the Warrants by the Selling Stockholders, we will receive cash proceeds per share equal to the exercise price of the Warrants. If the Warrants are exercised in a cashless exercise, which may occur if we do not have an effective registration statement on file with respect to the exercise of the Warrants, we will not receive any proceeds from the exercise of the Warrants.

The Selling Stockholders may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Shares in the section entitled “Plan of Distribution” on page 10. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission.

Our common stock is currently quoted on The Nasdaq Global Market under the symbol “PROG.“BIOR.” TheOn December 20, 2023, the last reported sale price of our common stock on The Nasdaq Global Market on July 28, 2021 was $2.45$1.20 per share. We recommend that you obtain current market quotations forOur principal executive offices are located at 4330 La Jolla Village Drive, Suite 300, San Diego, CA 92122, and our common stock prior to making an investment decision.telephone number is (833) 727-2841.

Investing in our securities involves a high degree of risk.risks. You should review carefully consider the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus beginning on page 2 and any applicable5 of this prospectus supplement, and under similar headingsbefore you make an investment in the other documents that are incorporated by reference into this prospectus.our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

ProspectusThis prospectus is dated                , 20212023.

Table of ContentsTABLE OF CONTENTS

i

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC” or the “Commission”), utilizing a “shelf”shelf registration process. Under thisthe shelf registration process, wethe Selling Stockholders may, from time to time, offer and sell any combination of the securitiesShares described in this prospectus in one or more offerings up to a total dollar amount of $200,000,000. offerings. Information about the Selling Stockholders may change over time.

This prospectus provides you with a general description of the securities weShares the Selling Stockholders may offer.

Each time wethe Selling Stockholders sell securities underShares using this prospectus, to the extent necessary and required by law, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize oneoffering, including the number of Shares being offered, the manner of distribution, the identity of any underwriters or more free writing prospectusesother counterparties and other specific terms related to be provided to you that may contain material information relating to these offerings.the offering. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus. To the extent that any statement made in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read this prospectus, any documents that we haveapplicable prospectus supplement and the information incorporated by reference into this prospectus. You should carefully read bothin this prospectus and any prospectus supplement together with additional information under the headingsbefore making an investment in Shares of our common stock. See “Where You Can Find AdditionalMore Information” and “Information Incorporated by Reference.”Reference” for more information.

WeNeither we nor the Selling Stockholders have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus and any applicable prospectus supplement, along with the information containedor in any free writing prospectusesprospectus prepared by or on behalf of us or to which we may have authorized for use in connection with a specific offering. Wereferred you. Neither we nor the Selling Stockholders take noany responsibility for, andnor can provide no assurance as to the reliability of, any other information that others may give you. This prospectus isNeither we nor the Selling Stockholders have authorized any other person to provide you with different or additional information, and neither of us are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Thisdate on the front cover of this prospectus, regardless of the time of delivery of the prospectus or any applicable prospectus supplement or any related free writing prospectus do not constitute an offer to sellsale of Shares. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside of the United States, neither we nor the Selling Stockholders have done anything that would permit the offering or the solicitationpossession or distribution of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus any applicable prospectus supplement or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any personrestrictions relating to whom it is unlawful to make such offer or solicitation in such jurisdiction.

You should not assume that the information contained inoffering and the distribution of this prospectus any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the frontoutside of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.United States.

Unless the context otherwise requires, we use the terms “Progenity,“Biora,” “company,“Company,” “we,” “us,” and “our” in this prospectus to refer to Progenity,Biora Therapeutics, Inc. and, where appropriate, our subsidiaries.

ii1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus containWe make “forward-looking statements” within the meaning of Section 27A of the federal securities laws, which statements involve substantial risksSecurities Act of 1933, as amended (the “Securities Act”), and uncertainties and are based on estimates and assumptions. All statements, other than statementsSection 21E of historical facts includedthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), in this prospectus and any accompanying prospectus supplement, including the information incorporateddocuments that we incorporate by reference in this prospectus, including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to productsherein and markets, and business trends and other information are forward-looking statements. In some cases, you can identifytherein. These forward-looking statements by termscan generally be identified as such because the context of the statement will include words such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,“plan,” “believe,” “design,“anticipate,” “expect,” “estimate,” “predict,” “potential,” “plan,“continue,” “anticipate,“likely,” “target,” “forecast”“forecast,” or “opportunity,” the negative of these terms,words or other similar words. Similarly, statements that describe our plans, strategies, intentions, expectations, objectives, goals or prospects and similar expressions intended to identify forward-looking statements. Forward-lookingother statements that are not historical facts and reflect our current views with respectare also forward-looking statements. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Readers of this prospectus are cautioned not to future events. Given the significant uncertainties, you should not place undue reliance on these forward-looking statements.

Therestatements, which speak only as of the time this prospectus was filed with the SEC. These forward-looking statements are a number ofbased largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks uncertainties, and other factorsuncertainties that could cause our actual results to differ materially from those anticipated in the forward-looking statements expressed or implied in this prospectusstatements. These risks and uncertainties include, without limitation, the information incorporated by reference in this prospectus. Such risks, uncertainties, and otherrisk factors include, among others, the following risks, uncertainties, and factors:

iii

4

RISK FACTORS

InvestingAn investment in our securities involves a highsignificant degree of risk. Before making an investment decision with respect toyou invest in our securities we urge you toshould carefully consider the risks describedthose risk factors included in the “Risk Factors” section of our most recent Annual Report on Form 10-K, for the year ended December 31, 2020, ourany Quarterly ReportReports on Form 10-Q for the quarter ended March 31, 2021, and other subsequent filings made with the SEC,any Current Reports on Form 8-K, which are incorporated herein by reference, intoand those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus.

The risksprospectus, any prospectus supplement and uncertainties incorporatedthe documents we incorporate by reference, into this prospectus are not the only ones we face. Additional risks and uncertainties not presently known or which we consider immaterial as of the date hereof may also havein evaluating an adverse effect oninvestment in our business. securities.

If any of the mattersrisks discussed in the risk factorsforegoing documents were to occur, our business, financial condition, results of operations cash flows orand prospects could be materially adversely affected,affected. Also, please read the market price of our securities could decline and you could lose all or part of your investmentcautionary statement in our securities.this prospectus under “Special Note Regarding Forward-Looking Statements.”

5

USE OF PROCEEDS

We are registering the Shares for resale by the Selling Stockholders. We will retain broad discretion overnot receive any proceeds from the usesale or other disposition of the Shares offered by this prospectus. However, upon any cash exercise of the Warrants by the Selling Stockholders, we will receive cash proceeds per share equal to the exercise price of the Warrants. The Commitment Warrants have a per share exercise price of $1.36, the Additional Warrants have a per share exercise price of $5.00 and the Exchange Warrants have an per share exercise price of $5.50. We intend to use any net proceeds from the salecash exercise of Warrants for general corporate purposes. The Warrants may be exercised on a cashless basis to the extent that a registration statement is not in effect with respect to the issuance of Shares upon exercise of the securities offered hereby. Unless otherwise specifiedWarrants. If the Warrants are exercised in a prospectus supplement accompanying this prospectus, the netcashless exercise, we will not receive any proceeds from the sale by usexercise of the securitiesWarrants.

6

SELLING STOCKHOLDERS

This prospectus covers the possible resale by the Selling Stockholders identified in the table below of up to which71,068,767 Shares, including up to (i) 26,207,050 shares of common stock issuable upon conversion of the 2028 Convertible Notes, (ii) 27,384,927 shares of common stock that may be issuable as Interest Payment and Make-Whole Shares, (iii) 7,352,941 shares of common stock issuable upon the exercise of the Commitment Warrants, (iv) 5,084,613 shares of common stock issuable upon the exercise of the Additional Warrants, and (v) 5,039,236 shares of common stock issuable upon the exercise of the Exchange Warrants. The Shares offered hereby include any shares of common stock that may be issuable upon exercise of any warrants issuable pursuant to the terms of any 2028 Convertible Notes in lieu of shares otherwise issuable pursuant to the terms of the 2028 Convertible Notes.

The Selling Stockholders may sell some, all or none of their Shares. We do not know how long the Selling Stockholders will hold the Warrants or the 2028 Convertible Notes, whether the Selling Stockholders will exercise the Warrants or convert the 2028 Convertible Notes, and upon such exercise or conversion, how long the Selling Stockholders will hold the Shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the Shares.

The following table presents information regarding the Selling Stockholders and the Shares that they may offer and sell from time to time under this prospectus relates will be usedprospectus. The table is prepared based on information supplied to support our operations,us by the Selling Stockholders, and reflects their holdings as of December 22, 2023, unless otherwise noted in the footnotes to investthe table. Beneficial ownership is determined in our molecular testing researchaccordance with the rules of the SEC, and development program, to invest in research and developmentthus represents voting or investment power with respect to our precision medicine platform,securities. Under such rules, beneficial ownership includes any shares over which the stockholder has sole or shared voting power or investment power as well as for working capital and general corporate purposes. We may also use a portion ofany shares that the proceedsstockholder has the right to license, acquire or invest in new programs or for drug development activities related to such programs, however, we have no current commitments to do so. Our expected use of proceeds from the sale of the securities offered hereby represents our current intentions based on our present plans and business condition. As ofwithin 60 days after the date of this prospectus, we cannot predict with certainty all oftable, including the particular uses forWarrants. To our knowledge and subject to applicable community property rules, the proceeds to be received from the sale of the securities offered hereby or the amounts that we will actually spend on the uses set forth above.

Pending the use of the net proceeds, we may invest the proceeds in interest-bearing, investment-grade securities, certificates of deposit or government securities. When we offer and sell the securities to which this prospectus relates, the prospectus supplement related to such offering will set forth our intended use of the proceeds, if any, received from the sale of such securities.

PLAN OF DISTRIBUTION

We are registering the resale by the Selling Stockholders or their permitted transferees of up to 71,068,767 Shares as described in this prospectus.

We will not receive any of the proceeds from the sale of the Shares offered by this prospectus. However, upon any cash exercise of the Warrants by the Selling Stockholders, we will receive cash proceeds per share equal to the exercise price of the Warrants.

We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Shares covered by this prospectus. The Selling Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.

Subject to the limitations set forth in any applicable registration rights agreement, the Shares offered by this prospectus may sell the securitiesbe sold from time to time pursuant to underwritten public offerings, negotiated transactions, block tradespurchasers:

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act.

In compliance with the guidelines of the Financial Industry Regulatory Authority (“FINRA”), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be paid by the Company and to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering by the Company pursuant to this prospectus and any applicable prospectus supplement. If at the time of any offering made under this prospectus a member of FINRA participating in the offering has a “conflict of interest” as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be conducted in accordance with the relevant provisions of Rule 5121. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Exchange Act. We will make copies of this prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholders and any underwriter, broker-dealer or agent regarding the sale of the Shares by the Selling Stockholders. Upon our notification by a Selling Stockholder that any material arrangement has been entered into with an underwriter or broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable law or regulation, a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act disclosing certain material information relating to such underwriter or broker-dealer and such offering.

The Shares may sell the securities to or through underwriters or dealers, through agents, or directly tobe sold in one or more purchasers. Wetransactions at:

10

These sales may distribute securities from time to timebe effected in one or more transactions:

WeThese transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with distributions of the Shares or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging transactions, broker-dealers or other financial institutions may engage in short sales of the Shares in the course of hedging the positions they assume with the Selling Stockholders. The Selling Stockholders may also sell equity securities coveredthe Shares short and redeliver the Shares to close out such short positions. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the Shares offered by this registration statement in an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Such offeringprospectus, which Shares such broker-dealer or other financial institution may be made into an existing trading market for such securities in transactions at other than a fixed price, either:

Such at the market offerings, if any, may be conducted by underwriters acting as principal or agent.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

reflect such transaction). The Selling Stockholders may also pledge the Securities Act,Shares to a broker-dealer or contribution with respectother financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged Shares pursuant to paymentsthis prospectus (as supplemented or amended to reflect such transaction).

It is possible that the agentsone or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

All securities we offer, other than our shares of common stock, will be new issues of securities with no established trading market. Anymore underwriters may make a market in these securities,our Shares, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guaranteegive any assurance as to the liquidity of the trading marketsmarket for any securities.our Shares.

Any underwriterOur shares are currently listed on the Nasdaq Global Market under the symbol “BIOR.”

In effecting sales, broker-dealers or agents engaged by the Selling Stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Stockholders in amounts to be negotiated immediately prior to the sale.

The underwriters, broker-dealers and agents that may engage in overallotment, stabilizing transactions with us or the Selling Stockholders, may have banking, lending or other relationships with us or perform services for us or the Selling Stockholders, in the ordinary course of business.

In order to comply with the securities laws of certain states, if applicable, the Shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The Selling Stockholders and any other persons participating in the sale or distribution of the Shares will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the Shares by, the Selling Stockholders or any other person, which limitations may affect the marketability of the Shares.

The Selling Stockholders may enter into derivative transactions with third parties, or sell shares not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell the Shares covered by this prospectus and the applicable prospectus supplement, including in short coveringsale transactions. If so, the third party may use Shares pledged by any of the Selling Stockholders or borrowed from any of the Selling Stockholders or others to settle those sales or to close out any related open borrowings of stock, and may use Shares received from any of the Selling Stockholders in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and penalty bidswill be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any of the Selling Stockholders may otherwise loan or pledge the Shares to a financial institution or other third party that in turn may sell the Shares short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our Shares or in connection with a concurrent offering of other securities.

At the time a particular offering of the Shares is made, to the extent required, an accompanying prospectus supplement, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus forms a part, will be prepared and distributed, which will set forth the names of the Selling Stockholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers. We may suspend the sale of Shares by the Selling Stockholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.

12

The Selling Stockholders also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by either of the Selling Stockholders that a donee, pledgee, transferee, other successor- in-interest intends to sell our Shares, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a selling stockholder.

The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the Shares under this prospectus. Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Shares by other means not described in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some of the Shares owned by them and, if any of the Selling Stockholders default in their performance of its secured obligations, the pledgees or secured parties may offer and sell such Shares, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling Stockholders to include the pledgee, transferee or other successors in interest as the Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders are each an entity that may elect to make an in-kind distribution of the Shares to its members, partners or shareholders pursuant to this prospectus by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradable Shares pursuant to the distribution through this prospectus.

For additional information regarding expenses of registration, see the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

We have agreed with the Selling Stockholders to keep the registration statement of which this prospectus constitutes a part effective until such time as all of the Shares covered by this prospectus have been disposed of pursuant to and in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizingregistration statement or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.such Shares have been withdrawn.

Any underwriters who are qualified market makers on The Nasdaq Global Market may engage in passive market making transactions in the securities on The Nasdaq Global Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

13

LEGAL MATTERS

Certain legal matters includingrelating to the legalityvalidity of the securitiesShares offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Progenity,Biora Therapeutics, Inc. as of December 31, 20202022 and 2021, and for each of the years in the two-year period ended December 31, 2019, and for the years then ended,2022, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 20202022 consolidated financial statements contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

14

WHERE YOU CAN FIND ADDITIONALMORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.progenity.com.www.bioratherapeutics.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.

This prospectus is part of a registration statement that we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

15

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.

We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:

In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporated by reference into this prospectus.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to Progenity,Biora Therapeutics, Inc., 4330 La Jolla Village Drive, Suite 200,300, San Diego, CA 92122, telephone: (855) 293-2639.(833) 727-2841. You also may access these filings on our website at www.progenity.com.www.bioratherapeutics.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

16

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

The following table sets forth an estimate of the fees and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.

The companyCompany is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further subsections of DGCL Section 145 provide that:

(1) to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (i) and (ii) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be

II-1

(3) the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

As used in this Item 14, the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the company,Company, and whether civil, criminal, administrative, investigative or otherwise.

Section 145 of the DGCL makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of the companyCompany under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The company’sCompany’s organizational documents provide, in effect, that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, the companyCompany will indemnify any and all of its officers and directors. The companyCompany has entered into indemnification agreements with its officers and directors. The companyCompany may, in its discretion, similarly indemnify its employees and agents. The company’sCompany’s certificate of incorporation also relieves its directors from monetary damages to the companyCompany or its stockholders for breach of such director’s fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends or (v) for any transactions from which the director derived an improper personal benefit.

The companyCompany has purchased insurance policies that, within the limits and subject to the terms and conditions thereof, cover certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of the company.Company.

II-2

II-3

registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which thatthe prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or

II-4

report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) That, for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(8)(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(9) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 30, 2021.December 22, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric d’Esparbes and Clarke W. Neumann, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Progenity,Biora Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the SEC, granting unto said attorneys-in-fact and and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said attorneys-in-fact and and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

II-6