0001493152-22-033932.txt : 20221129 0001493152-22-033932.hdr.sgml : 20221129 20221129161955 ACCESSION NUMBER: 0001493152-22-033932 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220901 FILED AS OF DATE: 20221129 DATE AS OF CHANGE: 20221129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards James Michael CENTRAL INDEX KEY: 0001947547 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41463 FILM NUMBER: 221433033 MAIL ADDRESS: STREET 1: 30907 KEENELAND DRIVE CITY: FAIR OAKS RANCH STATE: TX ZIP: 78015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: bioAffinity Technologies, Inc. CENTRAL INDEX KEY: 0001712762 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 465211056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 22211 WEST INTERSTATE-10 STREET 2: SUITE 1206 CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: 210-698-5334 MAIL ADDRESS: STREET 1: 22211 WEST INTERSTATE-10 STREET 2: SUITE 1206 CITY: SAN ANTONIO STATE: TX ZIP: 78257 4 1 ownership.xml X0306 4 2022-09-01 0 0001712762 bioAffinity Technologies, Inc. BIAF 0001947547 Edwards James Michael 30907 KEENELAND DRIVE FAIR OAKS RANCH TX 78015 0 1 0 0 Chief Financial Officer Common Stock, par value $0.007 2022-09-01 4 P 0 2448 A 30323 D Common Stock, par value $0.007 2022-09-06 4 C 0 2243 4.2 A 32566 D Common Stock, par value $0.007 2022-11-17 4 A 0 3619 0 A 36815 D Warrants (right to buy) 7.35 2022-09-01 4 P 0 2448 A 2022-09-01 2027-09-01 Common Stock 2448 2448 D Non-tradeable Warrants (right to buy) 7.656 2022-09-01 4 P 0 2448 A 2022-09-01 2027-09-01 Common Stock 2448 2448 D Secured Convertible Promissory Note 4.2 2022-09-06 4 C 0 9424.32 0 D 2022-09-06 2022-10-31 Common Stock 2243 0 D Warrant (right to buy) 6.125 2022-09-06 4 A 0 1903 A 2022-09-06 2026-08-25 Common Stock 1903 1903 D Warrant (right to buy) 5.25 2022-07-20 4 A 0 761 A 2022-07-20 2027-07-20 Common Stock 761 761 D 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"). The reported securities are included within 2,448 Units purchased by Mr. Edwards for $6.125 per Unit in the Issuer's IPO. Each Unit consists of one share of Common Stock, one five-year 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. In connection with the IPO closing on September 6, 2022, the $9,424.32 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note, dated June 12, 2020 (the "Note"), automatically converted into 2,243 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). Represents a right to purchase 1,903 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. Edwards 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 to May 31, 2022. Represents a right to purchase 761 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to Mr. Edwards 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 to October 31, 2022. Represents a grant from the Issuer to Mr. Edwards of 3,619 shares of restricted Common Stock on November 17, 2022 under the Issuer's 2014 Equity Incentive Plan. The restricted stock will begin vesting on December 17, 2022 in 12 monthly installments, the first 11 of which will be of 301 shares of Common Stock and the last of which will be of the remaining 308 shares of Common Stock, subject to Mr. Edward's continuous service to the Issuer through each vesting date. Exhibit List - Exhibit 24.1: Power of Attorney (Michael Edwards) /s/ Wilhelm E. Liebmann, as attorney-in-fact for Michael Edwards 2022-11-29 EX-24.1 2 ex24-1.htm

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Wilhelm E. Liebmann and Katherine E. Spiser, or either of them acting singly and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D and 13G in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, as applicable, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of bioAffinity Technologies, Inc. (the “Company”);
  
(2)do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D, or Schedule 13G, or other form or report, and to timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
  
(3)take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D, or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 7, 2022.

 

  /s/ Michael Edwards
  Michael Edwards

 

 

 

[Signature Page to Power of Attorney]