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

Role
10%+ Owner
Signature
/s/ Wilhelm E. Liebmann, as attorney-in-fact for Nathan Perlmutter
Stock symbol
BIAF
Transactions as of
Aug 29, 2022
Transactions value $
$0
Form type
3
Date filed
3/7/2023, 06:46 PM
Next filing
Mar 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BIAF Common Stock, par value $0.007 166K Aug 29, 2022 Direct F1

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 Secured Convertible Promissory Note Aug 29, 2022 Common Stock 31.8K $4.20 Direct F1, F2
holding BIAF Secured Convertible Promissory Note Aug 29, 2022 Common Stock 87.9K $4.20 Direct F1, F3
holding BIAF Unsecured Convertible Promissory Note Aug 29, 2022 Common Stock 27.4K $4.20 Direct F1, F4
holding BIAF Warrants (right to buy) Aug 29, 2022 Common Stock 47.9K $5.25 Direct F1, F5
holding BIAF Series A Convertible Preferred Stock Aug 29, 2022 Common Stock 104K $6.75 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 3 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, 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 $133,476.00 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 31,780 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.
F3 Represents $368,975.34 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 23, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 87,851 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 $114,991.78 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 22, 2020, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert 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 closing of the IPO.
F5 Represents a right to purchase an aggregate of 47,935 shares of Common Stock underlying three warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Perlmutter on July 20, 2022.
F6 The Series A Convertible Preferred Stock (the "Preferred Stock") has no expiration date. Immediately prior to the closing of the IPO on September 6, 2022, the Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Preferred Stock, which is initially 1-for-7 (as adjusted for the Issuer's 1-for-7 reverse stock split).

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Nathan Perlmutter)