Rubin Gary D's Form 4 filing
bioAffinity Technologies, Inc. (BIAF) · filed Oct 21, 2022
- Accession no.
- 0001493152-22-029376
- Filed
- Oct 21, 2022, 6:50 PM ET
- Trade date
- Jul 20-Sep 6, 2022
- Filing delay
- 93 daysLate
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 8 non-derivative transactions and 13 derivative transactions. It was filed 93 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Rubin Gary DCIK 0001947569 | Director, 10% Owner |
| Harvey Sandler Revocable TrustCIK 0001323253 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 6, 2022 | Common Stock | CConversionAcquired | +15,876 | $4.20F4 | +$66,679.2 | 51,590 | Direct | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +266,850 | $4.20F5 | +$1,120,770 | 1,082,866 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +38,287 | $4.20F6 | +$160,805.4 | 1,121,153 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +93,821 | $4.20F7 | +$394,048.2 | 1,214,974 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +63,958 | $4.20F8 | +$268,623.6 | 1,278,932 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +58,577 | $4.20F9 | +$246,023.4 | 1,337,509 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionAcquired | +230,309 | $5.17F10 | +$1,190,697.53 | 1,567,818 | Indirect | |
| Aug 31, 2022 | Common Stock | PPurchaseAcquired | +16,326 | –F11 | – | 1,584,144 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 6, 2022 | Common Stock | CConversionDisposed | −15,876 | $0.00 | – | 0 | Direct | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −266,850 | $0.00 | – | 0 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −38,287 | $0.00 | – | 0 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −93,821 | $0.00 | – | 0 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −63,958 | $0.00 | – | 0 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −58,577 | $0.00 | – | 0 | Indirect | |
| Sep 6, 2022 | Common Stock | CConversionDisposed | −230,309 | $0.00 | $0 | 0 | Indirect | |
| Aug 31, 2022 | Common Stock | PPurchaseAcquired | +16,326 | –F11 | – | 16,326 | Indirect | |
| Aug 31, 2022 | Common Stock | PPurchaseAcquired | +16,326 | –F11 | – | 16,326 | Indirect | |
| Sep 6, 2022 | Common Stock | AGrant or awardAcquired | +12,241 | –F12 | – | 12,241 | Direct | |
| Sep 6, 2022 | Common Stock | PPurchaseAcquired | +408,125 | –F13 | – | 408,125 | Indirect | |
| Jul 20, 2022 | Common Stock | AGrant or awardAcquired | +4,896 | –F14 | – | 4,896 | Direct | |
| Jul 20, 2022 | Common Stock | PPurchaseAcquired | +163,248 | –F15 | – | 163,248 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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).
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I.
- 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.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table II.
Remarks
Exhibit List - Exhibit 24.1: Power of Attorney (Gary D. Rubin) Exhibit 24.2: Power of Attorney (Harvey Sandler Revocable Trust)