SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GIRGENTI STEVEN

(Last)

(First)

(Middle)

3312 JUDITH DRIVE

(Street)

BELLMORE

11710

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2022

3. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.007⁽¹⁾	249,278	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	7,657⁽³⁾	4.2	I	By Trust⁽²⁾
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	156,602⁽⁴⁾	4.2	D
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	7,657⁽⁵⁾	4.2	D
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	59,141⁽⁶⁾	4.2	D
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	58,797⁽⁷⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	27,378⁽⁸⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	4,912⁽⁹⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	2,694⁽¹⁰⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	13,326⁽¹¹⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	10,632⁽¹²⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	39,275⁽¹³⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	12/31/2022	Common Stock	15,632⁽¹⁴⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	35,866⁽¹⁵⁾	4.2	D
Warrants (right to buy)⁽¹⁾	07/20/2022	07/20/2027	Common Stock	123,811⁽¹⁶⁾	5.25	D
Warrants (right to buy)⁽¹⁾	07/20/2022	07/20/2027	Common Stock	2,380	5.25	I	By Trust⁽²⁾
Series A Convertible Preferred Stock⁽¹⁾	07/17/2017	⁽¹⁷⁾	Common Stock	138,993	3.6	D
Series A Convertible Preferred Stock⁽¹⁾	05/01/2019	⁽¹⁷⁾	Common Stock	1,298	7.7	I	By Trust⁽²⁾
Stock Option (right to buy)⁽¹⁾	⁽¹⁸⁾	04/28/2024	Common Stock	64,848	1.16	D
Stock Option (right to buy)⁽¹⁾	⁽¹⁹⁾	07/27/2025	Common Stock	3,571	4.2	D
Stock Option (right to buy)⁽¹⁾	⁽²⁰⁾	07/25/2026	Common Stock	3,571	7	D
Stock Option (right to buy)⁽¹⁾	⁽²¹⁾	04/24/2027	Common Stock	3,571	7	D
Stock Option (right to buy)⁽¹⁾	⁽²²⁾	05/07/2028	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽²³⁾	07/29/2029	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽²⁴⁾	07/27/2030	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽²⁵⁾	12/16/2031	Common Stock	7,142	4.2	D

Explanation of Responses:

1. 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").

2. These securities are owned directly by the Cranye Girgenti Testamentary Trust (the "Trust") and indirectly by Mr. Girgenti as trustee of the Trust. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Represents $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 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.

4. Represents $657,731.96 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 156,602 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.

5. Represents $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 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.

6. Represents $248,394.52 of outstanding principal and accrued and unpaid interest of this secured Note, dated August 29, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 59,141 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.

7. Represents $246,947.95 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 1, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 58,797 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.

8. 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.

9. Represents $20,633.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 26, 2020 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 4,912 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.

10. Represents $11,317.26 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated January 13, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 2,694 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.

11. Represents $55,972.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 10, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 13,326 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.

12. Represents $44,655.34 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 24, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 10,632 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.

13. Represents $164,958.90 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated June 8, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 39,275 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.

14. Represents $65,654.79 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated July 3, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 15,632 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.

15. Represents $150,641.10 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated August 11, 2022 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 35,866 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.

16. Represents a right to purchase an aggregate of 123,811 shares of Common Stock underlying 10 warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Girgenti on July 20, 2022.

17. 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.

18. Represents a right to purchase 64,848 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the Issuer's 2014 Equity Incentive Plan (the "EIP") on April 28, 2014. This option vested in 7 monthly installments beginning on April 28, 2014 and is fully vested and exercisable as of the date of this report.

19. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2015. This option vested in 12 monthly installments beginning on July 27, 2015 and is fully vested and exercisable as of the date of this report.

20. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 25, 2016. This option vested in 12 monthly installments beginning on July 25, 2016 and is fully vested and exercisable as of the date of this report.

21. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on April 24, 2017. This option vested in 12 monthly installments beginning on April 24, 2017 and is fully vested and exercisable as of the date of this report.

22. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on May 7, 2018. This option vested in 12 monthly installments beginning on May 7, 2018 and is fully vested and exercisable as of the date of this report.

23. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 29, 2019. This option vested in 12 monthly installments beginning on July 29, 2019 and is fully vested and exercisable as of the date of this report.

24. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2020. This option vested in 12 monthly installments beginning on July 27, 2020 and is fully vested and exercisable as of the date of this report.

25. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on December 16, 2021. This option vested in 12 monthly installments beginning on December 16, 2021 and is fully vested and exercisable as of the date of this report.

Remarks:

Exhibit 24.1: Power of Attorney (Steven Girgenti)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Steven Girgenti	11/07/2022
	** Signature of Reporting Person	Date
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