0001493152-22-030867.txt : 20221108 0001493152-22-030867.hdr.sgml : 20221108 20221108060518 ACCESSION NUMBER: 0001493152-22-030867 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220829 FILED AS OF DATE: 20221108 DATE AS OF CHANGE: 20221108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIRGENTI STEVEN CENTRAL INDEX KEY: 0001055530 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41463 FILM NUMBER: 221367073 MAIL ADDRESS: STREET 1: C/O HEALTHWORLD CORP STREET 2: 100 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 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 3 1 ownership.xml X0206 3 2022-08-29 0 0001712762 bioAffinity Technologies, Inc. BIAF 0001055530 GIRGENTI STEVEN 3312 JUDITH DRIVE BELLMORE NY 11710 1 1 0 0 Executive Chairman Common Stock, par value $0.007 249278 D Secured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 7657 I By Trust Secured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 156602 D Secured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 7657 D Secured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 59141 D Secured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 58797 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 27378 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 4912 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 2694 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 13326 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 10632 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 39275 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-12-31 Common Stock 15632 D Unsecured Convertible Promissory Note 4.20 2022-09-06 2022-10-31 Common Stock 35866 D Warrants (right to buy) 5.25 2022-07-20 2027-07-20 Common Stock 123811 D Warrants (right to buy) 5.25 2022-07-20 2027-07-20 Common Stock 2380 I By Trust Series A Convertible Preferred Stock 3.60 2017-07-17 Common Stock 138993 D Series A Convertible Preferred Stock 7.70 2019-05-01 Common Stock 1298 I By Trust Stock Option (right to buy) 1.16 2024-04-28 Common Stock 64848 D Stock Option (right to buy) 4.20 2025-07-27 Common Stock 3571 D Stock Option (right to buy) 7.00 2026-07-25 Common Stock 3571 D Stock Option (right to buy) 7.00 2027-04-24 Common Stock 3571 D Stock Option (right to buy) 7.70 2028-05-07 Common Stock 7142 D Stock Option (right to buy) 7.70 2029-07-29 Common Stock 7142 D Stock Option (right to buy) 7.70 2030-07-27 Common Stock 7142 D Stock Option (right to buy) 4.20 2031-12-16 Common Stock 7142 D The number of securities and exercise prices reported in this Form 3 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"). These securities are owned directly by the Cranye Girgenti Testamentary Trust (the "Trust") and indirectly by Mr. Girgenti as trustee of the Trust. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Represents $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $657,731.96 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 156,602 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $248,394.52 of outstanding principal and accrued and unpaid interest of this secured Note, dated August 29, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 59,141 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $246,947.95 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 1, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 58,797 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $114,991.78 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 22, 2020 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 27,378 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $20,633.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 26, 2020 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 4,912 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $11,317.26 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated January 13, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 2,694 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $55,972.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 10, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 13,326 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $44,655.34 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 24, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 10,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $164,958.90 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated June 8, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 39,275 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $65,654.79 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated July 3, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 15,632 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents $150,641.10 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated August 11, 2022 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 35,866 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis) in connection with the closing of the IPO. Represents a right to purchase an aggregate of 123,811 shares of Common Stock underlying 10 warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Girgenti on July 20, 2022. The Series A Convertible Preferred Stock has no expiration date but will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Series A Preferred Stock, which is initially 1-for-7 but is subject to further adjustment in the event of a stock split, stock dividend, or similar event. Represents a right to purchase 64,848 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the Issuer's 2014 Equity Incentive Plan (the "EIP") on April 28, 2014. This option vested in 7 monthly installments beginning on April 28, 2014 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2015. This option vested in 12 monthly installments beginning on July 27, 2015 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 25, 2016. This option vested in 12 monthly installments beginning on July 25, 2016 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on April 24, 2017. This option vested in 12 monthly installments beginning on April 24, 2017 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on May 7, 2018. This option vested in 12 monthly installments beginning on May 7, 2018 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 29, 2019. This option vested in 12 monthly installments beginning on July 29, 2019 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2020. This option vested in 12 monthly installments beginning on July 27, 2020 and is fully vested and exercisable as of the date of this report. Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on December 16, 2021. This option vested in 12 monthly installments beginning on December 16, 2021 and is fully vested and exercisable as of the date of this report. Exhibit 24.1: Power of Attorney (Steven Girgenti) /s/ Wilhelm E. Liebmann, as attorney-in-fact for Steven Girgenti 2022-11-07 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 9, 2022.

 

  /s/ Steven Girgenti
  Steven Girgenti

 

[Signature Page to Power of Attorney]