SEC FORM 4

SEC Form 4

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^*

Rubin Gary D

(Last)

(First)

(Middle)

2080 NW BOCA RATON BLVD, STE 2

(Street)

BOCA RATON

33431

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/06/2022		C		15,876⁽⁴⁾	A	$4.2⁽⁴⁾	51,590	D⁽²⁾
Common Stock⁽¹⁾	09/06/2022		C		266,850⁽⁵⁾	A	$4.2⁽⁵⁾	1,082,866	I	By Trust⁽³⁾
Common Stock⁽¹⁾	09/06/2022		C		38,287⁽⁶⁾	A	$4.2⁽⁶⁾	1,121,153	I	By Trust⁽³⁾
Common Stock⁽¹⁾	09/06/2022		C		93,821⁽⁷⁾	A	$4.2⁽⁷⁾	1,214,974	I	By Trust⁽³⁾
Common Stock⁽¹⁾	09/06/2022		C		63,958⁽⁸⁾	A	$4.2⁽⁸⁾	1,278,932	I	By Trust⁽³⁾
Common Stock⁽¹⁾	09/06/2022		C		58,577⁽⁹⁾	A	$4.2⁽⁹⁾	1,337,509	I	By Trust⁽³⁾
Common Stock⁽¹⁾	09/06/2022		C		230,309⁽¹⁰⁾	A	$5.17⁽¹⁰⁾	1,567,818	I	By Trust⁽³⁾
Common Stock⁽¹⁾	08/31/2022		P		16,326	A	⁽¹¹⁾	1,584,144	I	By Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁴⁾	09/06/2022		C			$66,682.86	09/06/2022⁽⁴⁾	10/31/2022	Common Stock	15,876	$0	0	D
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁵⁾	09/06/2022		C			$1,120,773.84	09/06/2022⁽⁵⁾	10/31/2022	Common Stock	266,850	$0	0	I	By Trust⁽³⁾
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁶⁾	09/06/2022		C			$160,808.22	09/06/2022⁽⁶⁾	10/31/2022	Common Stock	38,287	$0	0	I	By Trust⁽³⁾
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁷⁾	09/06/2022		C			$394,048.22	09/06/2022⁽⁷⁾	10/31/2022	Common Stock	93,821	$0	0	I	By Trust⁽³⁾
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁸⁾	09/06/2022		C			$268,626.3	09/06/2022⁽⁸⁾	10/31/2022	Common Stock	63,958	$0	0	I	By Trust⁽³⁾
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽⁹⁾	09/06/2022		C			$246,027.4	09/06/2022⁽⁹⁾	10/31/2022	Common Stock	58,577	$0	0	I	By Trust⁽³⁾
Series A Convertible Preferred Stock⁽¹⁾	$5.17⁽¹⁰⁾	09/06/2022		C			1,612,163	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	230,309	$0	0	I	By Trust⁽³⁾
Warrants (right to buy)⁽¹⁾	$7.35⁽¹¹⁾	08/31/2022		P		16,326		08/31/2022	08/31/2027	Common Stock	16,326	⁽¹¹⁾	16,326	I	By Trust⁽³⁾
Non-tradeable Warrants (right to buy)⁽¹⁾	$7.656⁽¹¹⁾	08/31/2022		P		16,326		08/31/2022	08/31/2027	Common Stock	16,326	⁽¹¹⁾	16,326	I	By Trust⁽³⁾
Warrants (right to buy)⁽¹⁾	$6.125⁽¹²⁾	09/06/2022		A		12,241		09/06/2022⁽¹²⁾	08/25/2026	Common Stock	12,241	⁽¹²⁾	12,241	D
Warrants (right to buy)⁽¹⁾	$6.125⁽¹³⁾	09/06/2022		P		408,125⁽¹³⁾		09/06/2022⁽¹³⁾	08/25/2026	Common Stock	408,125	⁽¹³⁾	408,125	I	By Trust⁽³⁾
Warrants (right to buy)⁽¹⁾	$5.25	07/20/2022		A		4,896		07/20/2022	07/20/2027	Common Stock	4,896	⁽¹⁴⁾	4,896	D
Warrants (right to buy)⁽¹⁾	$5.25	07/20/2022		P		163,248⁽¹⁵⁾		07/20/2022	07/20/2027	Common Stock	163,248	⁽¹⁵⁾	163,248	I	By Trust⁽³⁾

1. Name and Address of Reporting Person^*

Rubin Gary D

(Last)

(First)

(Middle)

2080 NW BOCA RATON BLVD, STE 2

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Harvey Sandler Revocable Trust

(Last)

(First)

(Middle)

C/O GARY RUBIN, CO-TRUSTEE

2080 NW BOCA RATON BLVD, STE 2

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

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. These securities are owned directly by Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer.

3. 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.

4. In connection with the closing of the Issuer's IPO (the "IPO Closing") on September 6, 2022, the $66,682.86 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018, automatically converted into 15,876 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

5. In connection with the IPO Closing on September 6, 2022, the $1,120,773.84 of outstanding principal and accrued but unpaid interest of this Note, dated December 21, 2018, automatically converted into 266,850 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

6. In connection with the IPO Closing on September 6, 2022, the $160,808.22 of outstanding principal and accrued but unpaid interest of this Note, dated February 7, 2019, automatically converted into 38,287 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

7. In connection with the IPO Closing on September 6, 2022, the $394,048 of outstanding principal and accrued but unpaid interest of this Note, dated April 18, 2019, automatically converted into 93,821 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

8. In connection with the IPO Closing on September 6, 2022, the $268,626.30 of outstanding principal and accrued but unpaid interest of this Note, dated July 26, 2019, automatically converted into 63,958 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

9. In connection with the IPO Closing on September 6, 2022, the $246,027.40 of outstanding principal and accrued but unpaid interest of this Note, dated October 22, 2019, automatically converted into 58,577 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

10. In connection with the IPO Closing on September 6, 2022, the 1,612,163 shares of Series A Preferred Stock owned by the Trust automatically converted at the then-effective 1-for-7 conversion rate into 230,309 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date.

11. The reported securities are included within 16,326 Units purchased by the Trust 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.

12. Represents a right to purchase 12,241 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. Rubin 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 issued to him under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

13. Represents a right to purchase an aggregate of 408,125 shares of Common Stock underlying five 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 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 Notes issued to the Trust under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

14. Represents a right to purchase 4,896 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to Mr. Rubin 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 issued to him under the Note Purchase Agreement from August 31, 2022 to October 31, 2022.

15. 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. The warrants were 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 Notes issued to the Trust under the Note Purchase Agreement from August 31, 2022 to October 31, 2022.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Gary D. Rubin) Exhibit 24.2: Power of Attorney (Harvey Sandler Revocable Trust)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Gary D. Rubin	10/21/2022
	/s/ Wilhelm E. Liebmann,, as attorney-in-fact for Gary D. Rubin, the Co-Trustee of the Harvey Sandler Revocable Trust	10/21/2022
	** Signature of Reporting Person	Date
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