Form SC 13G - Statement of acquisition of beneficial ownership by individuals
10 October 2023 - 9:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
bioAffinity
Technologies, Inc.
(Name
of Issuer)
Common
Stock, $0.007 par value per share
(Title
of Class of Securities)
09076W109
(CUSIP
Number)
Roby
P. Joyce, M.D.
c/o
bioAffinity Technologies, Inc.
22211
W Interstate 10, Suite 1206
San
Antonio, Texas 78257
(210)
698-5334
(Name,
address and telephone number of person authorized to receive notices and communications)
With
a copy to:
Leslie
Marlow, Esq.
Blank
Rome LLP
1271
Avenue of the Americas
New
York, New York 10020
(212)
885-5000
September
18, 2023
(Date
of event which requires filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 09076W109 |
SCHEDULE
13G |
Page
2 of 7 Pages |
1 |
NAME
OF REPORTING PERSON |
|
|
|
|
|
Roby
P. Joyce |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☒ |
|
|
(b)
☐ |
|
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
|
|
United
States of America |
|
|
5 |
SOLE
VOTING POWER |
|
NUMBER
OF |
|
|
|
SHARES |
|
0 |
|
BENEFICIALLY |
6 |
SHARED
VOTING POWER |
|
OWNED
BY |
|
|
|
EACH |
|
603,129 |
|
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
|
PERSON
WITH |
|
|
|
|
|
0 |
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
|
|
603,129 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
603,129
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
6.44%
(2) |
|
12 |
TYPE
OF REPORTING PERSON |
|
|
|
|
|
IN |
|
|
(1) |
Includes:
583,130 shares of common stock owned by The Joyce Living Trust (the “Trust”) and 19,999 shares of common stock issuable
upon the exercise of warrants owned by the Trust. |
|
(2) |
This
percentage is calculated based on 9,350,297 shares of the Common Stock issued and outstanding on September 20, 2023, as reported
by the Issuer in the Issuer’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on September
20, 2023. |
CUSIP
No. 09076W109 |
SCHEDULE
13G |
Page
3 of 7 Pages |
1 |
NAME
OF REPORTING PERSON |
|
|
|
|
|
The Joyce Living Trust |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☒ |
|
|
(b)
☐ |
|
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
|
|
Texas |
|
|
5 |
SOLE
VOTING POWER |
|
NUMBER
OF |
|
|
|
SHARES |
|
0 |
|
BENEFICIALLY |
6 |
SHARED
VOTING POWER |
|
OWNED
BY |
|
|
|
EACH |
|
603,129 |
|
REPORTING |
7 |
SOLE
DISPOSITIVE POWER |
|
PERSON
WITH |
|
|
|
|
|
0 |
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
|
|
|
|
|
603,129 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
603,129
(1) |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
6.44%
(2) |
|
12 |
TYPE
OF REPORTING PERSON |
|
|
|
|
|
OO |
|
|
(1) |
Includes:
583,130 shares of common stock owned by the Trust and 19,999 shares of common stock issuable upon the exercise of warrants owned
by the Trust. |
|
(2) |
This
percentage is calculated based on 9,350,297 shares of the Common Stock issued and outstanding on September 20, 2023, as reported
by the Issuer in the Issuer’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on September
20, 2023. |
CUSIP
No. 09076W109 |
SCHEDULE
13G |
Page
4 of 7 Pages |
Item
1(a) |
|
Name
of Issuer:
bioAffinity
Technologies, Inc., a Delaware corporation (the “Company”) |
|
|
Item
1(b) |
|
Address
of Issuer’s Principal Executive Offices:
22211
W Interstate 10, Suite 1206
San
Antonio, Texas 78257 |
|
|
Item
2(a) |
|
Name
of Person Filing: |
|
|
Item
2(b) |
|
Address
of Principal Business Office or, if none, Residence: |
|
|
Item
2(c) |
|
Citizenship:
Roby
P. Joyce (sometimes referred to as the “Reporting Person”)
c/o
bioAffinity Technologies, Inc.
22211
W Interstate 10, Suite 1206
San
Antonio, Texas 78257
Citizenship:
The Reporting Person is a citizen of the United States.
The
Joyce Living Trust (sometimes referred to as the “Trust”)
1092
Madeline Street
New
Braunfels, Texas 78132
Citizenship:
Texas |
|
|
Item
2(d) |
|
Title
of Class of Securities:
Common
Stock, par value $0.007 per share (“Common Stock”) |
|
|
Item
2(e) |
|
CUSIP
No.:
09076W109 |
Item
3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is:
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in Section 3(a) (6) of the Exchange Act; |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in Section 3(a) (19) of the Exchange Act; |
|
|
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|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b) (1) (ii) (E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b) (1) (ii) (G); |
|
|
|
|
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act; |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with Rule 13d-1(b) (1) (ii) (J). |
CUSIP
No. 09076W109 |
SCHEDULE
13G |
Page
5 of 7 Pages |
Item
4. Ownership
As
of the close of business on September 18, 2023, the Reporting Person held 0 shares of common stock.
As
of the close of business on September 18 2023, the Trust beneficially owned an aggregate of 603,129 shares of Common Stock, including
583,130 shares of common stock owned by the Trust and 19,999 shares of common stock issuable upon the exercise of warrants held by the
Trust. The Reporting Person may be deemed to beneficially own the 603,129 shares beneficially owned by the Trust, as co-Trustee of the
Trust, together with his wife, Joyce M. Joyce, each of whom may act unilaterally with regard to voting and disposition power with respect
to the shares owned by the Trust, and of which the Reporting Person and Mrs. Joyce are the beneficiaries.
The
following sets forth in tabular format the share ownership of each of the Reporting Persons:
|
(a) |
Amount
beneficially owned: 603,129 shares of Common Stock |
|
|
|
|
(b) |
Percent
of class: 6.44% (which percentage is calculated based on 9,350,297 shares of the Common Stock issued and outstanding on September
20, 2023, as reported by the Issuer in the Issuer’s Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission on September 20, 2023) |
|
|
|
|
(c) |
Number
of shares as to which such person has: |
|
(i) |
sole
power to vote or to direct the vote: |
|
|
|
|
|
See
Cover Pages Items 5-9. |
|
|
|
|
(ii) |
shared
power to vote or to direct the vote: |
|
|
|
|
|
See
Cover Pages Items 5-9. |
|
|
|
|
(iii) |
sole
power to dispose or to direct the disposition of: |
|
|
|
|
|
See
Cover Pages Items 5-9. |
|
|
|
|
(iv) |
shared
power to dispose or to direct the disposition of: |
|
|
|
|
|
See
Cover Pages Items 5-9. |
Item
5. |
|
Ownership
of Five Percent or Less of a Class. |
|
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐. |
|
|
|
Item
6. |
|
Ownership
of More than Five Percent on Behalf of Another Person. |
|
|
|
|
|
Not
applicable. |
|
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|
Item
7. |
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
|
|
Not
applicable. |
|
|
|
Item
8. |
|
Identification
and Classification of Members of the Group. |
|
|
|
|
|
See
Exhibit 99.1. |
|
|
|
Item
9. |
|
Notice
of Dissolution of Group. |
|
|
|
|
|
Not
applicable. |
|
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|
Item
10. |
|
Certifications. |
|
|
|
|
|
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
[signature
page follows]
CUSIP
No. 09076W109 |
SCHEDULE
13G |
Page
6 of 7 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
October 10, 2023
|
/s/
Roby P. Joyce |
|
Roby
P. Joyce |
|
|
|
THE
JOYCE LIVING TRUST |
|
|
|
By: |
/s/
Roby P. Joyce |
|
|
Roby
P. Joyce, Trustee |
Exhibit
99.1
Joint
Filing Agreement
The
undersigned hereby agree that the Statement on Schedule 13G dated October 10, 2023 with respect to the Common Stock, $0.007 par
value per share, of bioAffinity Technologies, Inc., a Delaware corporation, and any further amendments thereto executed by each and any
of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
Dated:
October 10, 2023
/s/
Roby P. Joyce |
|
THE
JOYCE LIVING TRUST |
ROBY
P. JOYCE |
|
|
|
|
By: |
/s/
Roby P. Joyce |
|
|
|
Roby
P. Joyce, Trustee |
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