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Form 4 bioAffinity Technologies For: Sep 01 Filed by: Edwards James Michael

November 29, 2022 4:20 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Edwards James Michael

(Last) (First) (Middle)
30907 KEENELAND DRIVE

(Street)
FAIR OAKS RANCH TX 78015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.007 (1) 09/01/2022   P   2,448 A (2) 30,323 D  
Common Stock, par value $0.007 (1) 09/06/2022   C   2,243 (3) A $ 4.20 (3) 32,566 D  
Common Stock, par value $0.007 (1) 11/17/2022   A (6)   3,619 (6) A $ 0 36,815 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) (1) $ 7.35 (2) 09/01/2022   P   2,448   09/01/2022 09/01/2027 Common Stock 2,448 (2) 2,448 D  
Non-tradeable Warrants (right to buy) (1) $ 7.656 (2) 09/01/2022   P   2,448   09/01/2022 09/01/2027 Common Stock 2,448 (2) 2,448 D  
Secured Convertible Promissory Note (1) $ 4.20 (3) 09/06/2022   C     $ 9,424.32 09/06/2022 (3) 10/31/2022 Common Stock 2,243 $ 0 0 D  
Warrant (right to buy) (1) $ 6.125 (4) 09/06/2022   A   1,903   09/06/2022 (4) 08/25/2026 Common Stock 1,903 (4) 1,903 D  
Warrant (right to buy) (1) $ 5.25 07/20/2022   A   761   07/20/2022 07/20/2027 Common Stock 761 (5) 761 D  
Explanation of Responses:
1. 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").
2. The reported securities are included within 2,448 Units purchased by Mr. Edwards for $6.125 per Unit in the Issuer's IPO. Each Unit consists of one share of Common Stock, one five-year 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.
3. In connection with the IPO closing on September 6, 2022, the $9,424.32 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note, dated June 12, 2020 (the "Note"), automatically converted into 2,243 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).
4. Represents a right to purchase 1,903 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. Edwards 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 to May 31, 2022.
5. Represents a right to purchase 761 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to Mr. Edwards 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 to October 31, 2022.
6. Represents a grant from the Issuer to Mr. Edwards of 3,619 shares of restricted Common Stock on November 17, 2022 under the Issuer's 2014 Equity Incentive Plan. The restricted stock will begin vesting on December 17, 2022 in 12 monthly installments, the first 11 of which will be of 301 shares of Common Stock and the last of which will be of the remaining 308 shares of Common Stock, subject to Mr. Edward's continuous service to the Issuer through each vesting date.
Remarks:
Exhibit List - Exhibit 24.1: Power of Attorney (Michael Edwards)
/s/ Wilhelm E. Liebmann, as attorney-in-fact for Michael Edwards 11/29/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

ex24-1.htm



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