Form 4 for BIAF bioAffinity Technologies, Inc.
Accepted 2023-03-07 00:00:00 ET · period of report 2022-09-06 · accession 0001493152-23-006949 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-03-07 | 2022-09-06 | BIAF | Perlmutter Nathan M | 10% | C - Cnv Deriv | $4.43 | +161.8K | 327.9K | +97% | +$717.4K |
| DM | 2023-03-07 | 2022-07-20+ | BIAF | Perlmutter Nathan M | 10% | A - Grant | — | +47.9K | 71.4K | +204% | — |
| DM | 2023-03-07 | 2022-09-06 | BIAF | Perlmutter Nathan M | 10% | C - Cnv Deriv | $0.00 | -223.5K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.007 | 2022-09-06 | C | A | 31,780 | $4.20 | 197,869 | D | — | — | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F2) In connection with the IPO closing on September 6, 2022, the $133,476.00 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, automatically converted into 31,780 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). |
| 2 | Common | Common Stock, par value $0.007 | 2022-09-06 | C | A | 87,851 | $4.20 | 285,720 | D | — | — | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F3) In connection with the IPO closing on September 6, 2022, the $368,975.34 of outstanding principal and accrued but unpaid interest of this secured Note, dated October 23, 2019, automatically converted into 87,851 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). |
| 3 | Common | Common Stock, par value $0.007 | 2022-09-06 | C | A | 27,378 | $4.20 | 313,098 | D | — | — | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F4) 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). |
| 4 | Common | Common Stock, par value $0.007 | 2022-09-06 | C | A | 14,811 | $6.75 | 327,909 | D | — | — | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F5) In connection with the IPO closing on September 6, 2022, the 103,682 shares of Series A Convertible Preferred Stock owned by Mr. Perlmutter automatically converted at the then-effective 1 for 7 conversion rate (as adjusted for the Issuer's 1-for-7 reverse stock split) into 14,811 fully paid and nonassessable shares of Common Stock. The Series A Convertible Preferred Stock had no expiration date. |
| 5 | Derivative | Warrant (right to buy) | 2022-09-06 | A | A | — | — | 23,809 | D | $6.13 · 2022-09-06 to 2026-12-02 | 23,809 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F8) Represents a right to purchase 23,809 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. Perlmutter on December 9, 2021 as consideration for his agreement to amend his unsecured Note to extend its maturity date to May 31, 2022. |
| 6 | Derivative | Warrants (right to buy) | 2022-07-20 | A | A | — | — | 47,935 | D | $5.25 · 2022-07-20 to 2027-07-20 | 47,935 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F9) Represents a right to purchase an aggregate of 47,935 shares of Common Stock underlying three warrants at an exercise price of $5.25 per share. The warrants were issued to Mr. Perlmutter on July 20, 2022 as consideration for his agreement to amend his unsecured Note to extend its maturity date to October 31, 2022. |
| 7 | Derivative | Warrant (right to buy) | 2022-09-06 | A | A | 47,935 | — | 24,602 | D | $6.13 · 2022-09-06 to 2026-08-25 | 24,602 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F9) Represents a right to purchase an aggregate of 47,935 shares of Common Stock underlying three warrants at an exercise price of $5.25 per share. The warrants were issued to Mr. Perlmutter on July 20, 2022 as consideration for his agreement to amend his unsecured Note to extend its maturity date to October 31, 2022. (F6) Represents a right to purchase 24,602 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. Perlmutter on August 25, 2021 as consideration for funds he paid to the Issuer for certain of his Notes. |
| 8 | Derivative | Series A Convertible Preferred Stock | 2022-09-06 | C | D | 23,809 | $0.00 | 0 | D | $6.75 · — to — | 14,811 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F8) Represents a right to purchase 23,809 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. Perlmutter on December 9, 2021 as consideration for his agreement to amend his unsecured Note to extend its maturity date to May 31, 2022. (F5) In connection with the IPO closing on September 6, 2022, the 103,682 shares of Series A Convertible Preferred Stock owned by Mr. Perlmutter automatically converted at the then-effective 1 for 7 conversion rate (as adjusted for the Issuer's 1-for-7 reverse stock split) into 14,811 fully paid and nonassessable shares of Common Stock. The Series A Convertible Preferred Stock had no expiration date. |
| 9 | Derivative | Unsecured Convertible Promissory Note | 2022-09-06 | C | D | 71,428 | $0.00 | 0 | D | $4.20 · 2022-09-06 to 2022-10-31 | 27,378 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F7) Represents a right to purchase 71,428 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. Perlmutter on November 22, 2021 as consideration for funds he paid to the Issuer for certain of his Notes. (F4) 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). |
| 10 | Derivative | Secured Convertible Promissory Note | 2022-09-06 | C | D | 24,602 | $0.00 | 0 | D | $4.20 · 2022-09-06 to 2022-10-31 | 87,851 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F6) Represents a right to purchase 24,602 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. Perlmutter on August 25, 2021 as consideration for funds he paid to the Issuer for certain of his Notes. (F3) In connection with the IPO closing on September 6, 2022, the $368,975.34 of outstanding principal and accrued but unpaid interest of this secured Note, dated October 23, 2019, automatically converted into 87,851 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). |
| 11 | Derivative | Secured Convertible Promissory Note | 2022-09-06 | C | D | 103,682 | $0.00 | 0 | D | $4.20 · 2022-09-06 to 2022-10-31 | 31,780 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F2) In connection with the IPO closing on September 6, 2022, the $133,476.00 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, automatically converted into 31,780 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). |
| 12 | Derivative | Warrant (right to buy) | 2022-09-06 | A | A | — | — | 71,428 | D | $6.13 · 2022-09-06 to 2026-11-22 | 71,428 Common Stock | (F1) The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 4 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, which became effective with the State of Delaware on June 23, 2022 in connection with the Issuer's initial public offering (the "IPO"). (F7) Represents a right to purchase 71,428 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. Perlmutter on November 22, 2021 as consideration for funds he paid to the Issuer for certain of his Notes. |