Maria Zannes - Aug 29, 2022 Form 3 Insider Report for bioAffinity Technologies, Inc. (BIAF)

Signature
/s/ Wilhelm E. Liebmann, as attorney-in-fact for Maria Zannes
Stock symbol
BIAF
Transactions as of
Aug 29, 2022
Transactions value $
$0
Form type
3
Date filed
11/22/2022, 12:51 PM
Next filing
Nov 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BIAF Common Stock, par value $0.007 3.57K Aug 29, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BIAF Unsecured Convertible Promissory Note Aug 29, 2022 Common Stock 23.7K $4.20 Direct F1, F3
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 64.8K $1.16 Direct F1, F4
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 3.57K $4.20 Direct F1, F5
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 3.57K $7.00 Direct F1, F6
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 3.57K $7.00 Direct F1, F7
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $7.70 Direct F1, F8
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 2.86K $7.70 Direct F1, F9
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $7.70 Direct F1, F10
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $7.70 Direct F1, F11
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $7.70 Direct F1, F12
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $7.70 Direct F1, F13
holding BIAF Stock Option (right to buy) Aug 29, 2022 Common Stock 7.14K $4.20 Direct F1, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 Represents a grant from the Issuer to Ms. Zannes of 3,571 restricted shares of Common Stock on July 26, 2021 under the Issuer's 2014 Equity Incentive Plan (the "EIP"). The restricted stock began vesting on August 26, 2021 in 36 monthly installments, the first 35 of which are of 99 shares of Common Stock and the last of which is of the remaining 106 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 1,287 shares of the restricted stock have vested.
F3 Represents $99,423.12 of outstanding principal and accrued and unpaid interest of this unsecured convertible promissory note, dated August 11, 2022, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 23,672 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.
F4 Represents a right to purchase 64,848 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on April 28, 2014. This option vested in 7 monthly installments beginning on May 28, 2014 and is fully vested and exercisable as of the date of this report.
F5 Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 27, 2015. This option vested in 12 monthly installments beginning on August 27, 2015 and is fully vested and exercisable as of the date of this report.
F6 Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 25, 2016. This option vested in 12 monthly installments beginning on August 25, 2016 and is fully vested and exercisable as of the date of this report.
F7 Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on April 24, 2017. This option vested in 12 monthly installments beginning on May 24, 2017 and is fully vested and exercisable as of the date of this report.
F8 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes 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.
F9 Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on February 25, 2019. This option vested in 12 monthly installments beginning on March 25, 2019 and is fully vested and exercisable as of the date of this report.
F10 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes 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.
F11 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on February 5, 2020. This option vested in 12 monthly installments beginning on March 5, 2020 and is fully vested and exercisable as of the date of this report.
F12 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes 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.
F13 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 26, 2021. This option began vesting on August 26, 2021 in 36 monthly installments, the first 35 of which are of 198 shares of Common Stock and the last of which is of the remaining 212 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 2,574 shares of Common Stock underlying this option have vested. The remaining unvested shares of Common Stock underlying this option will vest immediately prior to the closing of the IPO on September 6, 2022.
F14 Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on December 16, 2021. This option began vesting on January 16, 2022 in 12 monthly installments, the first 11 of which are of 595 shares of Common Stock and the last of which is of the remaining 597 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 4,760 shares of Common Stock underlying this option have vested. The remaining unvested shares of Common Stock underlying this option will vest immediately prior to the closing of the IPO on September 6, 2022.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Maria Zannes)