| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 09/06/2022 | C | 15,876(4) | A | $4.2(4) | 51,590 | D(2) | |||
| Common Stock(1) | 09/06/2022 | C | 266,850(5) | A | $4.2(5) | 1,082,866 | I | By Trust(3) | ||
| Common Stock(1) | 09/06/2022 | C | 38,287(6) | A | $4.2(6) | 1,121,153 | I | By Trust(3) | ||
| Common Stock(1) | 09/06/2022 | C | 93,821(7) | A | $4.2(7) | 1,214,974 | I | By Trust(3) | ||
| Common Stock(1) | 09/06/2022 | C | 63,958(8) | A | $4.2(8) | 1,278,932 | I | By Trust(3) | ||
| Common Stock(1) | 09/06/2022 | C | 58,577(9) | A | $4.2(9) | 1,337,509 | I | By Trust(3) | ||
| Common Stock(1) | 09/06/2022 | C | 230,309(10) | A | $5.17(10) | 1,567,818 | I | By Trust(3) | ||
| Common Stock(1) | 08/31/2022 | P | 16,326 | A | (11) | 1,584,144 | I | By Trust(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Secured Convertible Promissory Note(1) | $4.2(4) | 09/06/2022 | C | $66,682.86 | 09/06/2022(4) | 10/31/2022 | Common Stock | 15,876 | $0 | 0 | D | ||||
| Secured Convertible Promissory Note(1) | $4.2(5) | 09/06/2022 | C | $1,120,773.84 | 09/06/2022(5) | 10/31/2022 | Common Stock | 266,850 | $0 | 0 | I | By Trust(3) | |||
| Secured Convertible Promissory Note(1) | $4.2(6) | 09/06/2022 | C | $160,808.22 | 09/06/2022(6) | 10/31/2022 | Common Stock | 38,287 | $0 | 0 | I | By Trust(3) | |||
| Secured Convertible Promissory Note(1) | $4.2(7) | 09/06/2022 | C | $394,048.22 | 09/06/2022(7) | 10/31/2022 | Common Stock | 93,821 | $0 | 0 | I | By Trust(3) | |||
| Secured Convertible Promissory Note(1) | $4.2(8) | 09/06/2022 | C | $268,626.3 | 09/06/2022(8) | 10/31/2022 | Common Stock | 63,958 | $0 | 0 | I | By Trust(3) | |||
| Secured Convertible Promissory Note(1) | $4.2(9) | 09/06/2022 | C | $246,027.4 | 09/06/2022(9) | 10/31/2022 | Common Stock | 58,577 | $0 | 0 | I | By Trust(3) | |||
| Series A Convertible Preferred Stock(1) | $5.17(10) | 09/06/2022 | C | 1,612,163 | (10) | (10) | Common Stock | 230,309 | $0 | 0 | I | By Trust(3) | |||
| Warrants (right to buy)(1) | $7.35(11) | 08/31/2022 | P | 16,326 | 08/31/2022 | 08/31/2027 | Common Stock | 16,326 | (11) | 16,326 | I | By Trust(3) | |||
| Non-tradeable Warrants (right to buy)(1) | $7.656(11) | 08/31/2022 | P | 16,326 | 08/31/2022 | 08/31/2027 | Common Stock | 16,326 | (11) | 16,326 | I | By Trust(3) | |||
| Warrants (right to buy)(1) | $6.125(12) | 09/06/2022 | A | 12,241 | 09/06/2022(12) | 08/25/2026 | Common Stock | 12,241 | (12) | 12,241 | D | ||||
| Warrants (right to buy)(1) | $6.125(13) | 09/06/2022 | P | 408,125(13) | 09/06/2022(13) | 08/25/2026 | Common Stock | 408,125 | (13) | 408,125 | I | By Trust(3) | |||
| Warrants (right to buy)(1) | $5.25 | 07/20/2022 | A | 4,896 | 07/20/2022 | 07/20/2027 | Common Stock | 4,896 | (14) | 4,896 | D | ||||
| Warrants (right to buy)(1) | $5.25 | 07/20/2022 | P | 163,248(15) | 07/20/2022 | 07/20/2027 | Common Stock | 163,248 | (15) | 163,248 | I | By Trust(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer. |
| 3. These securities are owned directly by the Harvey Sandler Revocable Trust (the "Trust"), a 10% owner of the Issuer, and indirectly by Mr. Rubin as co-trustee of the Trust. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. In connection with the closing of the Issuer's IPO (the "IPO Closing") on September 6, 2022, the $66,682.86 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018, automatically converted into 15,876 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 $1,120,773.84 of outstanding principal and accrued but unpaid interest of this Note, dated December 21, 2018, automatically converted into 266,850 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 $160,808.22 of outstanding principal and accrued but unpaid interest of this Note, dated February 7, 2019, automatically converted into 38,287 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 $394,048 of outstanding principal and accrued but unpaid interest of this Note, dated April 18, 2019, automatically converted into 93,821 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 $268,626.30 of outstanding principal and accrued but unpaid interest of this Note, dated July 26, 2019, automatically converted into 63,958 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 $246,027.40 of outstanding principal and accrued but unpaid interest of this Note, dated October 22, 2019, automatically converted into 58,577 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 1,612,163 shares of Series A Preferred Stock owned by the Trust automatically converted at the then-effective 1-for-7 conversion rate into 230,309 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date. |
| 11. The reported securities are included within 16,326 Units purchased by the Trust 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. |
| 12. Represents a right to purchase 12,241 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. Rubin 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 Note issued to him under the Note Purchase Agreement from December 31, 2021 to May 31, 2022. |
| 13. Represents a right to purchase an aggregate of 408,125 shares of Common Stock underlying five 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 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 Notes issued to the Trust under the Note Purchase Agreement from December 31, 2021 to May 31, 2022. |
| 14. Represents a right to purchase 4,896 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to Mr. Rubin 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 Note issued to him under the Note Purchase Agreement from August 31, 2022 to October 31, 2022. |
| 15. Represents a right to purchase an aggregate of 163,248 shares of Common Stock underlying five warrants at an exercise price of $5.25 per share. The warrants were 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 Notes issued to the Trust under the Note Purchase Agreement from August 31, 2022 to October 31, 2022. |
| Remarks: |
| Exhibit List - Exhibit 24.1: Power of Attorney (Gary D. Rubin) Exhibit 24.2: Power of Attorney (Harvey Sandler Revocable Trust) |
| /s/ Wilhelm E. Liebmann, as attorney-in-fact for Gary D. Rubin | 10/21/2022 | |
| /s/ Wilhelm E. Liebmann,, as attorney-in-fact for Gary D. Rubin, the Co-Trustee of the Harvey Sandler Revocable Trust | 10/21/2022 | |
| ** 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. | ||
