bioAffinity Technologies, Inc. — Director's Dealing 2022

Nov 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: bioAffinity Technologies, Inc. (BIAF)
CIK: 0001712762
Period of Report: 2022-08-31

Reporting Person: GIRGENTI STEVEN (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-06	Common Stock	C	7657	$4.20	Acquired	7657	Indirect
2022-09-06	Common Stock	C	156602	$4.20	Acquired	405880	Direct
2022-09-06	Common Stock	C	7657	$4.20	Acquired	413537	Direct
2022-09-06	Common Stock	C	59141	$4.20	Acquired	472678	Direct
2022-09-06	Common Stock	C	58797	$4.20	Acquired	531475	Direct
2022-09-06	Common Stock	C	27378	$4.20	Acquired	558853	Direct
2022-09-06	Common Stock	C	4912	$4.20	Acquired	563765	Direct
2022-09-06	Common Stock	C	2694	$4.20	Acquired	566459	Direct
2022-09-06	Common Stock	C	13326	$4.20	Acquired	579785	Direct
2022-09-06	Common Stock	C	10632	$4.20	Acquired	590417	Direct
2022-09-06	Common Stock	C	39275	$4.20	Acquired	629692	Direct
2022-09-06	Common Stock	C	15632	$4.20	Acquired	645324	Direct
2022-09-06	Common Stock	C	35866	$4.20	Acquired	681190	Direct
2022-09-06	Common Stock	C	138993	$3.60	Acquired	820183	Direct
2022-09-06	Common Stock	C	1298	$7.70	Acquired	8955	Indirect
2022-08-31	Common Stock	P	40916	—	Acquired	861099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-06	Secured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (7657)	Indirect
2022-09-06	Secured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (156602)	Direct
2022-09-06	Secured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (7657)	Direct
2022-09-06	Secured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (59141)	Direct
2022-09-06	Secured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (58797)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (27378)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (4912)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (2694)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (13326)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (10632)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (39275)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-12-31	Common Stock (15632)	Direct
2022-09-06	Unsecured Convertible Promissory Note	$4.20	C		Disposed	2022-10-31	Common Stock (35866)	Direct
2022-09-06	Series A Convertible Preferred Stock	$3.60	C	972957	Disposed		Common Stock (138993)	Direct
2022-09-06	Series A Convertible Preferred Stock	$7.70	C	9091	Disposed		Common Stock (1298)	Indirect
2022-08-31	Warrants (right to buy)	$7.35	P	40916	Acquired	2027-08-31	Common Stock (40916)	Direct
2022-08-31	Non-tradeable Warrants (right to buy)	$7.656	P	40916	Acquired	2027-08-31	Common Stock (40916)	Direct
2022-09-06	Warrants (right to buy)	$6.125	A	221933	Acquired	2026-08-25	Common Stock (221933)	Direct
2022-09-06	Warrants (right to buy)	$6.125	P	5952	Acquired	2026-08-25	Common Stock (5952)	Indirect
2022-09-06	Warrants (right to buy)	$6.125	A	87605	Acquired	2026-12-02	Common Stock (87605)	Direct
2022-09-06	Warrants (right to buy)	$6.125	A	35714	Acquired	2027-08-11	Common Stock (35714)	Direct
2022-07-20	Warrants (right to buy)	$5.25	A	123811	Acquired	2027-07-20	Common Stock (123811)	Direct
2022-07-20	Warrants (right to buy)	$5.25	P	2380	Acquired	2027-07-20	Common Stock (2380)	Indirect

Footnotes

F1: 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").

F2: These securities are owned directly by the Cranye Girgenti Testamentary Trust (the "Trust"), and indirectly by Mr. Girgenti as co-trustee of the Trust. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: In connection with the IPO Closing on September 6, 2022, the $32,161.64 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated February 7, 2019, automatically converted into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F4: In connection with the IPO Closing on September 6, 2022, the $657,731.96 of outstanding principal and accrued but unpaid interest of this secured Note, dated December 21, 2018, automatically converted into 156,602 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F5: In connection with the IPO Closing on September 6, 2022, the $32,161.64 of outstanding principal and accrued but unpaid interest of this secured Note, dated February 7, 2019, automatically converted into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F6: In connection with the IPO Closing on September 6, 2022, the $248,394.52 of outstanding principal and accrued but unpaid interest of this secured Note, dated August 29, 2019, automatically converted into 59,141 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F7: In connection with the IPO Closing on September 6, 2022, the $246,947.95 of outstanding principal and accrued but unpaid interest of this secured Note, dated October 1, 2019, automatically converted into 58,797 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F8: In connection with the IPO Closing on September 6, 2022, the $114,991.78 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated October 22, 2020, automatically converted into 27,378 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F9: In connection with the IPO Closing on September 6, 2022, the $20,633.60 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated October 26, 2020, automatically converted into 4,912 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F10: In connection with the IPO Closing on September 6, 2022, the $11,317.26 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated January 13, 2021, automatically converted into 2,694 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F11: In connection with the IPO Closing on September 6, 2022, the $55,972.60 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated March 10, 2021, automatically converted into 13,326 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F12: In connection with the IPO Closing on September 6, 2022, the $44,655.34 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated March 24, 2021, automatically converted into 10,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F13: In connection with the IPO Closing on September 6, 2022, the $164,958.90 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated June 8, 2021, automatically converted into 39,275 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F14: In connection with the IPO Closing on September 6, 2022, the $65,654.79 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated July 3, 2021, automatically converted into 15,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F15: In connection with the IPO Closing on September 6, 2022, the $150,641.10 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated August 11, 2022, automatically converted into 35,866 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

F16: In connection with the IPO Closing on September 6, 2022, the 972,957 shares of Series A Preferred Stock owned by Mr. Girgenti automatically converted at the then-effective 1-for-7 conversion rate into 138,993 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date.

F17: In connection with the IPO Closing on September 6, 2022, the 9,091 shares of Series A Preferred Stock owned by the Trust automatically converted at the then-effective 1-for-7 conversion rate into 1,298 fully paid and nonassessable shares of Common Stock. The Series A Preferred Stock had no expiration date.

F18: The reported securities are included within 40,916 Units purchased by Mr. Girgenti 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.

F19: Represents a right to purchase an aggregate of 221,933 shares of Common Stock underlying four 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 Mr. Girgenti 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 Notes issued to him under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

F20: Represents a right to purchase 5,952 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 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 Note issued to the Trust under the Note Purchase Agreement from December 31, 2021 to May 31, 2022.

F21: Represents a right to purchase an aggregate of 87,605 shares of Common Stock underlying six 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 Mr. Girgenti on December 2, 2021 as consideration for his agreement to enter into amendments to extend the maturity dates of certain of his unsecured Notes to May 31, 2022.

F22: Represents a right to purchase 35,714 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. Girgenti on August 11, 2022 as consideration for funds Mr. Girgenti paid to the Issuer for his unsecured Note, dated August 11, 2022.

F23: Represents a right to purchase 123,811 shares of Common Stock underlying 10 warrants at an exercise price of $5.25 per share. The warrants were issued to Mr. Girgenti 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 Notes issued to him under the Note Purchase Agreement from August 31, 2022 to October 31, 2022.

F24: Represents a right to purchase 2,380 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was 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 Note issued to the Trust under the Note Purchase Agreement from August 31, 2022 to October 31, 2022..