Harvey Sandler Revocable Trust 4

Accession 0001493152-22-029376

CIK 0001712762other

View on SEC.gov Company Profile

Filed

Oct 20, 8:00 PM ET

Accepted

Oct 21, 6:50 PM ET

Size

77.7 KB

Accession

0001493152-22-029376

Insider Transaction Report

Form 4

Period: 2022-08-31

bioAffinity Technologies, Inc.BIAF

Rubin Gary D

Director10% Owner

Transactions

Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (266,850 underlying)
Award
Warrants (right to buy)
2022-09-06+12,241→ 12,241 total
Exercise: $6.13From: 2022-09-06Exp: 2026-08-25→ Common Stock (12,241 underlying)
Conversion
Common Stock
2022-09-06$4.20/sh+38,287$160,805→ 1,121,153 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$4.20/sh+58,577$246,023→ 1,337,509 total(indirect: By Trust)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (93,821 underlying)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (63,958 underlying)
Conversion
Common Stock
2022-09-06$4.20/sh+15,876$66,679→ 51,590 total
Conversion
Common Stock
2022-09-06$4.20/sh+266,850$1,120,770→ 1,082,866 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$5.17/sh+230,309$1,190,698→ 1,567,818 total(indirect: By Trust)
Conversion
Series A Convertible Preferred Stock
2022-09-06−1,612,163→ 0 total(indirect: By Trust)
Exercise: $5.17→ Common Stock (230,309 underlying)
Conversion
Common Stock
2022-09-06$4.20/sh+93,821$394,048→ 1,214,974 total(indirect: By Trust)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (15,876 underlying)
Purchase
Common Stock
2022-08-31+16,326→ 1,584,144 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$4.20/sh+63,958$268,624→ 1,278,932 total(indirect: By Trust)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (38,287 underlying)
Purchase
Warrants (right to buy)
2022-09-06+408,125→ 408,125 total(indirect: By Trust)
Exercise: $6.13From: 2022-09-06Exp: 2026-08-25→ Common Stock (408,125 underlying)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (58,577 underlying)
Purchase
Warrants (right to buy)
2022-08-31+16,326→ 16,326 total(indirect: By Trust)
Exercise: $7.35From: 2022-08-31Exp: 2027-08-31→ Common Stock (16,326 underlying)
Purchase
Warrants (right to buy)
2022-07-20+163,248→ 163,248 total(indirect: By Trust)
Exercise: $5.25From: 2022-07-20Exp: 2027-07-20→ Common Stock (163,248 underlying)
Purchase
Non-tradeable Warrants (right to buy)
2022-08-31+16,326→ 16,326 total(indirect: By Trust)
Exercise: $7.66From: 2022-08-31Exp: 2027-08-31→ Common Stock (16,326 underlying)
Award
Warrants (right to buy)
2022-07-20+4,896→ 4,896 total
Exercise: $5.25From: 2022-07-20Exp: 2027-07-20→ Common Stock (4,896 underlying)

Harvey Sandler Revocable Trust

10% Owner

Transactions

Conversion
Common Stock
2022-09-06$4.20/sh+63,958$268,624→ 1,278,932 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$5.17/sh+230,309$1,190,698→ 1,567,818 total(indirect: By Trust)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (93,821 underlying)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (58,577 underlying)
Conversion
Common Stock
2022-09-06$4.20/sh+266,850$1,120,770→ 1,082,866 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$4.20/sh+38,287$160,805→ 1,121,153 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$4.20/sh+15,876$66,679→ 51,590 total
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (266,850 underlying)
Conversion
Series A Convertible Preferred Stock
2022-09-06−1,612,163→ 0 total(indirect: By Trust)
Exercise: $5.17→ Common Stock (230,309 underlying)
Conversion
Common Stock
2022-09-06$4.20/sh+93,821$394,048→ 1,214,974 total(indirect: By Trust)
Conversion
Common Stock
2022-09-06$4.20/sh+58,577$246,023→ 1,337,509 total(indirect: By Trust)
Purchase
Common Stock
2022-08-31+16,326→ 1,584,144 total(indirect: By Trust)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (15,876 underlying)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (38,287 underlying)
Conversion
Secured Convertible Promissory Note
2022-09-06→ 0 total(indirect: By Trust)
Exercise: $4.20From: 2022-09-06Exp: 2022-10-31→ Common Stock (63,958 underlying)
Purchase
Warrants (right to buy)
2022-07-20+163,248→ 163,248 total(indirect: By Trust)
Exercise: $5.25From: 2022-07-20Exp: 2027-07-20→ Common Stock (163,248 underlying)
Purchase
Warrants (right to buy)
2022-08-31+16,326→ 16,326 total(indirect: By Trust)
Exercise: $7.35From: 2022-08-31Exp: 2027-08-31→ Common Stock (16,326 underlying)
Purchase
Non-tradeable Warrants (right to buy)
2022-08-31+16,326→ 16,326 total(indirect: By Trust)
Exercise: $7.66From: 2022-08-31Exp: 2027-08-31→ Common Stock (16,326 underlying)
Award
Warrants (right to buy)
2022-09-06+12,241→ 12,241 total
Exercise: $6.13From: 2022-09-06Exp: 2026-08-25→ Common Stock (12,241 underlying)
Purchase
Warrants (right to buy)
2022-09-06+408,125→ 408,125 total(indirect: By Trust)
Exercise: $6.13From: 2022-09-06Exp: 2026-08-25→ Common Stock (408,125 underlying)
Award
Warrants (right to buy)
2022-07-20+4,896→ 4,896 total
Exercise: $5.25From: 2022-07-20Exp: 2027-07-20→ Common Stock (4,896 underlying)

Footnotes (15)

[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").
[F10]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.
[F11]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.
[F12]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.
[F13]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.
[F14]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.
[F15]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.
[F2]These securities are owned directly by Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer.
[F3]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.
[F4]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).
[F5]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).
[F6]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).
[F7]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).
[F8]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).
[F9]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).

Documents

3 files

Issuer

bioAffinity Technologies, Inc.

CIK 0001712762

→

Entity typeother

IncorporatedFL

Related Parties

filerCIK 0001323253

Filing Metadata

Form type: 4
Filed: Oct 20, 8:00 PM ET
Accepted: Oct 21, 6:50 PM ET
Size: 77.7 KB

View on SEC.gov