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Filing Details

Accession Number:: 0001493152-22-029376
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-10-21 18:50:33
Reporting Period:: 2022-08-31

Accepted Time:: 2022-10-21 18:50:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1712762	Bioaffinity Technologies Inc.	BIAF	()	FL

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1323253	Trust Revocable Sandler Harvey	C/O Gary Rubin, Co-Trustee 2080 Nw Boca Raton Blvd, Ste 2 Boca Raton FL 33431		No	No	Yes	No
1947569	D Gary Rubin	2080 Nw Boca Raton Blvd, Ste 2 Boca Raton FL 33431		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-09-06	15,876	$4.20	51,590	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	266,850	$4.20	1,082,866	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	38,287	$4.20	1,121,153	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	93,821	$4.20	1,214,974	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	63,958	$4.20	1,278,932	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	58,577	$4.20	1,337,509	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	230,309	$5.17	1,567,818	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-08-31	16,326	$0.00	1,584,144	No	4	P	Indirect	By Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	C	Indirect	By Trust
No	4	P	Indirect	By Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	15,876	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	266,850	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	38,287	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	93,821	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	63,958	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	58,577	$4.20
Common Stock	Series A Convertible Preferred Stock	Disposition	2022-09-06	1,612,163	$0.00	230,309	$5.17
Common Stock	Warrants (right to buy)	Acquisiton	2022-08-31	16,326	$0.00	16,326	$7.35
Common Stock	Non-tradeable Warrants (right to buy)	Acquisiton	2022-08-31	16,326	$0.00	16,326	$7.66
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	12,241	$0.00	12,241	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	408,125	$0.00	408,125	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-07-20	4,896	$0.00	4,896	$5.25
Common Stock	Warrants (right to buy)	Acquisiton	2022-07-20	163,248	$0.00	163,248	$5.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Indirect
0	2022-09-06	2022-10-31	No	4	C	Indirect
0	2022-09-06	2022-10-31	No	4	C	Indirect
0	2022-09-06	2022-10-31	No	4	C	Indirect
0	2022-09-06	2022-10-31	No	4	C	Indirect
0			No	4	C	Indirect
16,326	2022-08-31	2027-08-31	No	4	P	Indirect
16,326	2022-08-31	2027-08-31	No	4	P	Indirect
12,241	2022-09-06	2026-08-25	No	4	A	Direct
408,125	2022-09-06	2026-08-25	No	4	P	Indirect
4,896	2022-07-20	2027-07-20	No	4	A	Direct
163,248	2022-07-20	2027-07-20	No	4	P	Indirect

Footnotes

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").
These securities are owned directly by Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer.
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.
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).
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).
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).
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).
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).
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).
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.
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.
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.
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.
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.
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.