Current Report Filing (8-k)
May 01 2023 - 3:05PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
May
1, 2023
Date
of Report (Date of earliest event reported)
BIOAFFINITY
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41463 |
|
46-5211056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
22211
W Interstate 10
Suite
1206
San
Antonio, Texas 78257
(210)
698-5334
(Address
of principal executive offices and Registrant’s telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
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|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $.007 per share |
|
BIAF |
|
The
Nasdaq Stock Market LLC |
Tradeable
Warrants to purchase Common Stock |
|
BIAFW |
|
The
Nasdaq Stock Market LLC |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Effective May 1, 2023, Michael Edwards, the Company’s Chief Financial Officer (principal financial officer and principal accounting
officer), resigned.
(c)
Effective May 1, 2023, the Company appointed Michael Dougherty (age 44) to serve as the Company’s new Vice President and
Chief Financial Officer (principal financial officer and principal accounting officer).
Prior
to joining the Company, Mr. Dougherty served from 2022 through April 2023 as the Chief Financial Officer of Alexa Business Domains, Amazon’s
Alexa AI and Voice divisions. From 2020 to 2022, Mr. Dougherty was Chief Financial Officer of TINT and Filestack, two software-as-a-service
companies. From 2017 to 2020, Mr. Dougherty served as Chief Financial Officer for Amazon Pay, where he supported Amazon’s digital
payment wallet globally. Earlier in his career Mr. Dougherty held various finance positions at Russell Investments and Medisystems Corporation.
He is a certified public accountant and a Chartered Global Management Accountant by the American Institute of Certified Public Accountants.
Pursuant
to the terms of an offer letter dated April 11, 2023, entered into between the Company and Mr. Dougherty, Mr. Dougherty will receive
an annual base salary of $250,000. Mr. Dougherty will also receive a one-time signing bonus, comprised of both cash and equity. The cash
portion of the signing bonus will be $30,000 and the equity portion of the signing bonus will be a grant of a restricted stock award
of a number of shares of Company common stock equal to the quotient obtained by dividing $100,000 by the average of the closing stock
price of the Company’s common stock on each of the 30 trading days prior to the date of grant. In addition, Mr. Dougherty will
be eligible to receive further equity grants under the Company’s equity incentive plan at the discretion of the Company’s
compensation committee and to participate in the Company’s health insurance and the 401K retirement plans on the same basis and
at the same rates as the Company’s similarly situated employees.
Item
8.01. Other Events.
On
May 1, 2023, the Company issued a press release announcing the hiring of Michael Dougherty as the Company’s new Chief Financial
Officer. The press release is attached as Exhibit 99.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
BIOAFFINITY
TECHNOLOGIES, INC. |
|
|
|
By: |
/s/
Maria Zannes |
|
|
Maria
Zannes |
|
|
President
and Chief Executive Officer |
Dated:
May 1, 2023
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