FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rubin Gary D
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)
(Last)          (First)          (Middle)

2080 NW BOCA RATON BLVD, STE 2, 
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2022
(Street)

BOCA RATON, FL 33431
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1)9/6/2022  C  15876 (4)A$4.20 (4)51590 D (2) 
Common Stock (1)9/6/2022  C  266850 (5)A$4.20 (5)1082866 I By Trust (3)
Common Stock (1)9/6/2022  C  38287 (6)A$4.20 (6)1121153 I By Trust (3)
Common Stock (1)9/6/2022  C  93821 (7)A$4.20 (7)1214974 I By Trust (3)
Common Stock (1)9/6/2022  C  63958 (8)A$4.20 (8)1278932 I By Trust (3)
Common Stock (1)9/6/2022  C  58577 (9)A$4.20 (9)1337509 I By Trust (3)
Common Stock (1)9/6/2022  C  230309 (10)A$5.17 (10)1567818 I By Trust (3)
Common Stock (1)8/31/2022  P  16326 A (11)1584144 I By Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Secured Convertible Promissory Note (1)$4.20 (4)9/6/2022  C     $66682.86  9/6/2022 (4)10/31/2022 Common Stock 15876 $0 0 D  
Secured Convertible Promissory Note (1)$4.20 (5)9/6/2022  C     $1120773.84  9/6/2022 (5)10/31/2022 Common Stock 266850 $0 0 I By Trust (3)
Secured Convertible Promissory Note (1)$4.20 (6)9/6/2022  C     $160808.22  9/6/2022 (6)10/31/2022 Common Stock 38287 $0 0 I By Trust (3)
Secured Convertible Promissory Note (1)$4.20 (7)9/6/2022  C     $394048.22  9/6/2022 (7)10/31/2022 Common Stock 93821 $0 0 I By Trust (3)
Secured Convertible Promissory Note (1)$4.20 (8)9/6/2022  C     $268626.30  9/6/2022 (8)10/31/2022 Common Stock 63958 $0 0 I By Trust (3)
Secured Convertible Promissory Note (1)$4.20 (9)9/6/2022  C     $246027.40  9/6/2022 (9)10/31/2022 Common Stock 58577 $0 0 I By Trust (3)
Series A Convertible Preferred Stock (1)$5.17 (10)9/6/2022  C     1612163   (10) (10)Common Stock 230309 $0 0 I By Trust (3)
Warrants (right to buy) (1)$7.35 (11)8/31/2022  P   16326    8/31/2022 8/31/2027 Common Stock 16326  (11)16326 I By Trust (3)
Non-tradeable Warrants (right to buy) (1)$7.656 (11)8/31/2022  P   16326    8/31/2022 8/31/2027 Common Stock 16326  (11)16326 I By Trust (3)
Warrants (right to buy) (1)$6.125 (12)9/6/2022  A   12241    9/6/2022 (12)8/25/2026 Common Stock 12241  (12)12241 D  
Warrants (right to buy) (1)$6.125 (13)9/6/2022  P   408125 (13)   9/6/2022 (13)8/25/2026 Common Stock 408125  (13)408125 I By Trust (3)
Warrants (right to buy) (1)$5.25 7/20/2022  A   4896    7/20/2022 7/20/2027 Common Stock 4896  (14)4896 D  
Warrants (right to buy) (1)$5.25 7/20/2022  P   163248 (15)   7/20/2022 7/20/2027 Common Stock 163248  (15)163248 I By Trust (3)

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)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rubin Gary D
2080 NW BOCA RATON BLVD, STE 2
BOCA RATON, FL 33431
XX

Harvey Sandler Revocable Trust
C/O GARY RUBIN, CO-TRUSTEE
2080 NW BOCA RATON BLVD, STE 2
BOCA RATON, FL 33431

X


Signatures
/s/ Wilhelm E. Liebmann, as attorney-in-fact for Gary D. Rubin10/21/2022
**Signature of Reporting PersonDate

/s/ Wilhelm E. Liebmann,, as attorney-in-fact for Gary D. Rubin, the Co-Trustee of the Harvey Sandler Revocable Trust10/21/2022
**Signature of Reporting PersonDate


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.
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