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Filing Details

Accession Number:: 0001493152-22-030872
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-08 06:11:36
Reporting Period:: 2022-08-31

Accepted Time:: 2022-11-08 06:11:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1712762	Bioaffinity Technologies Inc.	BIAF	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055530	Steven Girgenti	3312 Judith Drive Bellmore NY 11710	Executive Chairman	Yes	Yes	No	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	7,657	$4.20	7,657	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-09-06	156,602	$4.20	405,880	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	7,657	$4.20	413,537	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	59,141	$4.20	472,678	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	58,797	$4.20	531,475	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	27,378	$4.20	558,853	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	4,912	$4.20	563,765	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	2,694	$4.20	566,459	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	13,326	$4.20	579,785	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	10,632	$4.20	590,417	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	39,275	$4.20	629,692	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	15,632	$4.20	645,324	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	35,866	$4.20	681,190	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	138,993	$3.60	820,183	No	4	C	Direct
Common Stock	Acquisiton	2022-09-06	1,298	$7.70	8,955	No	4	C	Indirect	By Trust
Common Stock	Acquisiton	2022-08-31	40,916	$0.00	861,099	No	4	P	Direct

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

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	7,657	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	156,602	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	7,657	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	59,141	$4.20
Common Stock	Secured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	58,797	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	27,378	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	4,912	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	2,694	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	13,326	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	10,632	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	39,275	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	15,632	$4.20
Common Stock	Unsecured Convertible Promissory Note	Disposition	2022-09-06	0	$0.00	35,866	$4.20
Common Stock	Series A Convertible Preferred Stock	Disposition	2022-09-06	972,957	$0.00	138,993	$3.60
Common Stock	Series A Convertible Preferred Stock	Disposition	2022-09-06	9,091	$0.00	1,298	$7.70
Common Stock	Warrants (right to buy)	Acquisiton	2022-08-31	40,916	$0.00	40,916	$7.35
Common Stock	Non-tradeable Warrants (right to buy)	Acquisiton	2022-08-31	40,916	$0.00	40,916	$7.66
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	221,933	$0.00	221,933	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	5,952	$0.00	5,952	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	87,605	$0.00	87,605	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-09-06	35,714	$0.00	35,714	$6.13
Common Stock	Warrants (right to buy)	Acquisiton	2022-07-20	123,811	$0.00	123,811	$5.25
Common Stock	Warrants (right to buy)	Acquisiton	2022-07-20	2,380	$0.00	2,380	$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	Indirect
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0	2022-09-06	2022-12-31	No	4	C	Direct
0	2022-09-06	2022-10-31	No	4	C	Direct
0			No	4	C	Direct
0			No	4	C	Indirect
40,916	2022-08-31	2027-08-31	No	4	P	Direct
40,916	2022-08-31	2027-08-31	No	4	P	Direct
221,933	2022-09-06	2026-08-25	No	4	A	Direct
5,952	2022-09-06	2026-08-25	No	4	P	Indirect
87,605	2022-09-06	2026-12-02	No	4	A	Direct
35,714	2022-09-06	2027-08-11	No	4	A	Direct
123,811	2022-07-20	2027-07-20	No	4	A	Direct
2,380	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 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.
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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.
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.
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.
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.
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.
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.
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.
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.
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..