Steven Girgenti Form 4 bioAffinity / STEVEN GIRGENTI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GIRGENTI STEVEN

(Last)

(First)

(Middle)

3312 JUDITH DRIVE

(Street)

BELLMORE

11710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/06/2022		C		7,657⁽³⁾	A	$4.2⁽³⁾	7,657	I	By Trust⁽²⁾
Common Stock⁽¹⁾	09/06/2022		C		156,602⁽⁴⁾	A	$4.2⁽⁴⁾	405,880	D
Common Stock⁽¹⁾	09/06/2022		C		7,657⁽⁵⁾	A	$4.2⁽⁵⁾	413,537	D
Common Stock⁽¹⁾	09/06/2022		C		59,141⁽⁶⁾	A	$4.2⁽⁶⁾	472,678	D
Common Stock⁽¹⁾	09/06/2022		C		58,797⁽⁷⁾	A	$4.2⁽⁷⁾	531,475	D
Common Stock⁽¹⁾	09/06/2022		C		27,378⁽⁸⁾	A	$4.2⁽⁸⁾	558,853	D
Common Stock⁽¹⁾	09/06/2022		C		4,912⁽⁹⁾	A	$4.2⁽⁹⁾	563,765	D
Common Stock⁽¹⁾	09/06/2022		C		2,694⁽¹⁰⁾	A	$4.2⁽¹⁰⁾	566,459	D
Common Stock⁽¹⁾	09/06/2022		C		13,326⁽¹¹⁾	A	$4.2⁽¹¹⁾	579,785	D
Common Stock⁽¹⁾	09/06/2022		C		10,632⁽¹²⁾	A	$4.2⁽¹²⁾	590,417	D
Common Stock⁽¹⁾	09/06/2022		C		39,275⁽¹³⁾	A	$4.2⁽¹³⁾	629,692	D
Common Stock⁽¹⁾	09/06/2022		C		15,632⁽¹⁴⁾	A	$4.2⁽¹⁴⁾	645,324	D
Common Stock⁽¹⁾	09/06/2022		C		35,866⁽¹⁵⁾	A	$4.2⁽¹⁵⁾	681,190	D
Common Stock⁽¹⁾	09/06/2022		C		138,993⁽¹⁶⁾	A	$3.6⁽¹⁶⁾	820,183	D
Common Stock⁽¹⁾	09/06/2022		C		1,298⁽¹⁷⁾	A	$7.7⁽¹⁷⁾	8,955	I	By Trust⁽²⁾
Common Stock⁽¹⁾	08/31/2022		P		40,916	A	⁽¹⁸⁾	861,099	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽³⁾	09/06/2022		C			$32,161.64	09/06/2022⁽³⁾	10/31/2022	Common Stock	7,657	$0	0	I	By Trust⁽²⁾
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁴⁾	09/06/2022		C			$657,731.96	09/06/2022⁽⁴⁾	10/31/2022	Common Stock	156,602	$0	0	D
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁵⁾	09/06/2022		C			$32,161.64	09/06/2022⁽⁵⁾	10/31/2022	Common Stock	7,657	$0	0	D
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁶⁾	09/06/2022		C			$248,394.52	09/06/2022⁽⁶⁾	10/31/2022	Common Stock	59,141	$0	0	D
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁷⁾	09/06/2022		C			$246,947.95	09/06/2022⁽⁷⁾	10/31/2022	Common Stock	58,797	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽⁸⁾	09/06/2022		C			$114,991.78	09/06/2022⁽⁸⁾	10/31/2022	Common Stock	27,378	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽⁹⁾	09/06/2022		C			$20,633.6	09/06/2022⁽⁹⁾	10/31/2022	Common Stock	4,912	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹⁰⁾	09/06/2022		C			$11,317.26	09/06/2022⁽¹⁰⁾	10/31/2022	Common Stock	2,694	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹¹⁾	09/06/2022		C			$55,972.6	09/06/2022⁽¹¹⁾	10/31/2022	Common Stock	13,326	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹²⁾	09/06/2022		C			$44,655.34	09/06/2022⁽¹²⁾	10/31/2022	Common Stock	10,632	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹³⁾	09/06/2022		C			$164,958.9	09/06/2022⁽¹³⁾	10/31/2022	Common Stock	39,275	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹⁴⁾	09/06/2022		C			$65,654.79	09/06/2022⁽¹⁴⁾	12/31/2022	Common Stock	15,632	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽¹⁵⁾	09/06/2022		C			$150,641.1	09/06/2022⁽¹⁵⁾	10/31/2022	Common Stock	35,866	$0	0	D
Series A Convertible Preferred Stock⁽¹⁾	$3.6⁽¹⁶⁾	09/06/2022		C			972,957	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	138,993	$0	0	D
Series A Convertible Preferred Stock⁽¹⁾	$7.7⁽¹⁷⁾	09/06/2022		C			9,091	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	1,298	$0	0	I	By Trust⁽²⁾
Warrants (right to buy)⁽¹⁾	$7.35⁽¹⁸⁾	08/31/2022		P		40,916		08/31/2022	08/31/2027	Common Stock	40,916	⁽¹⁸⁾	40,916	D
Non-tradeable Warrants (right to buy)⁽¹⁾	$7.656⁽¹⁸⁾	08/31/2022		P		40,916		08/31/2022	08/31/2027	Common Stock	40,916	⁽¹⁸⁾	40,916	D
Warrants (right to buy)⁽¹⁾	$6.125⁽¹⁹⁾	09/06/2022		A		221,933⁽¹⁹⁾		09/06/2022⁽¹⁹⁾	08/25/2026	Common Stock	221,933	⁽¹⁹⁾	221,933	D
Warrants (right to buy)⁽¹⁾	$6.125⁽²⁰⁾	09/06/2022		P		5,952		09/06/2022⁽²⁰⁾	08/25/2026	Common Stock	5,952	⁽²⁰⁾	5,952	I	By Trust⁽²⁾
Warrants (right to buy)⁽¹⁾	$6.125⁽²¹⁾	09/06/2022		A		87,605⁽²¹⁾		09/06/2022⁽²¹⁾	12/02/2026	Common Stock	87,605	⁽²¹⁾	87,605	D
Warrants (right to buy)⁽¹⁾	$6.125⁽²²⁾	09/06/2022		A		35,714		09/06/2022⁽²²⁾	08/11/2027	Common Stock	35,714	⁽²²⁾	35,714	D
Warrants (right to buy)⁽¹⁾	$5.25	07/20/2022		A		123,811⁽²³⁾		07/20/2022	07/20/2027	Common Stock	123,811	⁽²³⁾	123,811	D
Warrants (right to buy)⁽¹⁾	$5.25	07/20/2022		P		2,380		07/20/2022	07/20/2027	Common Stock	2,380	⁽²⁴⁾	2,380	I	By Trust⁽²⁾

Explanation of Responses:

1. The number of securities and exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer"), which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO").

2. These securities are owned directly by the Cranye Girgenti Testamentary Trust (the "Trust"), and indirectly by Mr. Girgenti as co-trustee of the Trust. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. In connection with the IPO Closing on September 6, 2022, the $32,161.64 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated February 7, 2019, automatically converted into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

4. In connection with the IPO Closing on September 6, 2022, the $657,731.96 of outstanding principal and accrued but unpaid interest of this secured Note, dated December 21, 2018, automatically converted into 156,602 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

5. In connection with the IPO Closing on September 6, 2022, the $32,161.64 of outstanding principal and accrued but unpaid interest of this secured Note, dated February 7, 2019, automatically converted into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

6. In connection with the IPO Closing on September 6, 2022, the $248,394.52 of outstanding principal and accrued but unpaid interest of this secured Note, dated August 29, 2019, automatically converted into 59,141 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

7. In connection with the IPO Closing on September 6, 2022, the $246,947.95 of outstanding principal and accrued but unpaid interest of this secured Note, dated October 1, 2019, automatically converted into 58,797 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

8. In connection with the IPO Closing on September 6, 2022, the $114,991.78 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated October 22, 2020, automatically converted into 27,378 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

9. In connection with the IPO Closing on September 6, 2022, the $20,633.60 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated October 26, 2020, automatically converted into 4,912 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

10. In connection with the IPO Closing on September 6, 2022, the $11,317.26 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated January 13, 2021, automatically converted into 2,694 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

11. In connection with the IPO Closing on September 6, 2022, the $55,972.60 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated March 10, 2021, automatically converted into 13,326 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

12. In connection with the IPO Closing on September 6, 2022, the $44,655.34 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated March 24, 2021, automatically converted into 10,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

13. In connection with the IPO Closing on September 6, 2022, the $164,958.90 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated June 8, 2021, automatically converted into 39,275 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

14. In connection with the IPO Closing on September 6, 2022, the $65,654.79 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated July 3, 2021, automatically converted into 15,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

15. In connection with the IPO Closing on September 6, 2022, the $150,641.10 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated August 11, 2022, automatically converted into 35,866 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

16. In connection with the IPO Closing on September 6, 2022, the 972,957 shares of Series A Preferred Stock owned by Mr. Girgenti automatically converted at the then-effective 1-for-7 conversion rate into 138,993 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date.

17. In connection with the IPO Closing on September 6, 2022, the 9,091 shares of Series A Preferred Stock owned by the Trust automatically converted at the then-effective 1-for-7 conversion rate into 1,298 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date.

18. The reported securities are included within 40,916 Units purchased by Mr. Girgenti for $6.125 per Unit in the Issuer's IPO. Each Unit consists of one share of Common Stock, one tradeable warrant to purchase one share of Common Stock at an exercise price of $7.35 per share, and one five-year non-tradeable warrant to purchase one share of Common Stock at an exercise price of $7.656 per share.

19. Represents a right to purchase an aggregate of 221,933 shares of Common Stock underlying four warrants that became initially exercisable in connection with the IPO Closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrants were issued to Mr. Girgenti on August 25, 2021 as consideration for his agreement to enter into an amendment to that certain Secured Convertible Note Purchase Agreement, dated December 21, 2018, as amended (the "Note Purchase Agreement") to extend the maturity date of the Notes issued to him under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

20. Represents a right to purchase 5,952 shares of Common Stock underlying a warrant that became initially exercisable in connection with the IPO Closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrant was issued to the Trust on August 25, 2021 as consideration for the Trust's agreement to enter into an amendment to the Note Purchase Agreement to extend the maturity date of the Note issued to the Trust under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

21. Represents a right to purchase an aggregate of 87,605 shares of Common Stock underlying six warrants that became initially exercisable in connection with the IPO Closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrants were issued to Mr. Girgenti on December 2, 2021 as consideration for his agreement to enter into amendments to extend the maturity dates of certain of his unsecured Notes to May 31, 2022.

22. Represents a right to purchase 35,714 shares of Common Stock underlying a warrant that became initially exercisable in connection with the IPO Closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrant was issued to Mr. Girgenti on August 11, 2022 as consideration for funds Mr. Girgenti paid to the Issuer for his unsecured Note, dated August 11, 2022.

23. Represents a right to purchase 123,811 shares of Common Stock underlying 10 warrants at an exercise price of $5.25 per share. The warrants were issued to Mr. Girgenti on July 20, 2022 as consideration for his agreement to enter into an amendment to the Note Purchase Agreement to extend the maturity date of the Notes issued to him under the Note Purchase Agreement from August 31, 2022 to October 31, 2022.

24. Represents a right to purchase 2,380 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to the Trust on July 20, 2022 as consideration for the Trust's agreement to enter into an amendment to the Note Purchase Agreement to extend the maturity date of the Note issued to the Trust under the Note Purchase Agreement from August 31, 2022 to October 31, 2022..

Remarks:

Exhibit 24.1: Power of Attorney (Steven Girgenti)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Steven Girgenti	11/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Steven Girgenti Form 4bioAffinity / STEVEN GIRGENTI ownership change