| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BIAF | Common Stock, par value $0.007 | 35.7K | Aug 29, 2022 | Direct | F1, F2 | |||||
| holding | BIAF | Common Stock, par value $0.007 | 816K | Aug 29, 2022 | By Trust | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 15.9K | $4.20 | Direct | F1, F2, F4 | ||||||
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 267K | $4.20 | By Trust | F1, F3, F5 | ||||||
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 38.3K | $4.20 | By Trust | F1, F3, F6 | ||||||
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 93.8K | $4.20 | By Trust | F1, F3, F7 | ||||||
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 64K | $4.20 | By Trust | F1, F3, F8 | ||||||
| holding | BIAF | Secured Convertible Promissory Note | Aug 29, 2022 | Common Stock | 58.6K | $4.20 | By Trust | F1, F3, F9 | ||||||
| holding | BIAF | Warrants (right to buy) | Aug 29, 2022 | Common Stock | 4.9K | $5.25 | Direct | F1, F2 | ||||||
| holding | BIAF | Warrants (right to buy) | Aug 29, 2022 | Common Stock | 163K | $5.25 | By Trust | F1, F3, F10 | ||||||
| holding | BIAF | Series A Convertible Preferred Stock | Aug 29, 2022 | Common Stock | 230K | $5.17 | By Trust | F1, F3, F11 | ||||||
| holding | BIAF | Stock Option (right to buy) | Aug 29, 2022 | Common Stock | 3.57K | $7.70 | Direct | F1, F2, F12 | ||||||
| holding | BIAF | Stock Option (right to buy) | Aug 29, 2022 | Common Stock | 7.14K | $7.70 | Direct | F1, F2, F13 | ||||||
| holding | BIAF | Stock Option (right to buy) | Aug 29, 2022 | Common Stock | 7.14K | $7.70 | Direct | F1, F2, F14 | ||||||
| holding | BIAF | Stock Option (right to buy) | Aug 29, 2022 | Common Stock | 7.14K | $7.70 | Direct | F1, F2, F15 | ||||||
| holding | BIAF | Stock Option (right to buy) | Aug 29, 2022 | Common Stock | 7.14K | $4.20 | Direct | F1, F2, F16 |
| Id | Content |
|---|---|
| F1 | The number of securities and exercise prices reported in this Form 3 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"). |
| F2 | These securities are owned directly by Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer. |
| F3 | 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. |
| F4 | Represents $66,682.86 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the IPO. |
| F5 | Represents $1,120,773.84 of outstanding principal and accrued and unpaid interest of this Note, dated December 21, 2018, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the Issuer's IPO. |
| F6 | Represents $160,808.22 of outstanding principal and accrued and unpaid interest of this Note, dated February 7, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the Issuer's IPO. |
| F7 | Represents $394,048.22 of outstanding principal and accrued and unpaid interest of this Note, dated April 18, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the Issuer's IPO. |
| F8 | Represents $268,626.30 of outstanding principal and accrued and unpaid interest of this Note, dated July 26, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the Issuer's IPO. |
| F9 | Represents $246,027.40 of outstanding principal and accrued and unpaid interest of this Note, dated October 22, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the Issuer's IPO. |
| F10 | 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, all of which were issued to the Trust on July 20, 2022. |
| F11 | The Series A Convertible Preferred Stock has no expiration date but will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Series A Preferred Stock, which is initially 1-for-7 but is subject to further adjustment in the event of a stock split, stock dividend, or similar event. |
| F12 | Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the Issuer's 2014 Equity Incentive Plan (the "EIP") on November 20, 2017. This option became fully vested and exercisable immediately upon grant. |
| F13 | Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the EIP on May 7, 2018. This option vested in 12 monthly installments beginning on June 7, 2018 and is fully vested and exercisable as of the date of this report. |
| F14 | Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the EIP on July 29, 2019. This option vested in 12 monthly installments beginning on August 29, 2019 and is fully vested and exercisable as of the date of this report. |
| F15 | Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the EIP on July 27, 2020. This option vested in 12 monthly installments beginning on August 27, 2020 and is fully vested and exercisable as of the date of this report. |
| F16 | Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the EIP on December 16, 2021. On January 16, 2022, this option began vesting in 12 monthly installments, the first 11 of which are of 4,166 shares of Common Stock and the last of which is of the remaining 4,174 shares of Common Stock, subject to Mr. Rubin's continuous service to the Issuer through each vesting date. As of the date of this report, 33,328 shares of Common Stock underlying this option have vested. |
Exhibit List - Exhibit 24.1: Power of Attorney (Gary D. Rubin) Exhibit 24.2: Power of Attorney (Harvey Sandler Revocable Trust)