Sec Form 3 Filing - Edwards James Michael @ bioAffinity Technologies, Inc. - 2022-08-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Edwards James Michael 2. Issuer Name and Ticker or Trading Symbol bioAffinity Technologies, Inc. [ BIAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 30907 KEENELAND DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) FAIR OAKS RANCH, TX78015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.007( 1 ) 27,875 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Secured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 2,243( 2 ) D Warrant (right to buy)( 1 ) $ 5.25 07/20/2022 07/20/2027 Common Stock 761 D Stock Option (right to buy)( 1 ) $ 7.7 ( 3 ) 11/20/2027 Common Stock 2,857 D Stock Option (right to buy)( 1 ) $ 7.7 ( 4 ) 02/25/2029 Common Stock 2,857 D Stock Option (right to buy)( 1 ) $ 7.7 ( 5 ) 02/05/2030 Common Stock 2,857 D Stock Option (right to buy)( 1 ) $ 7.7 ( 6 ) 07/26/2031 Common Stock 2,857 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Edwards James Michael 30907 KEENELAND DRIVE FAIR OAKS RANCH, TX78015 Chief Financial Officer Signatures /s/ Wilhelm E. Liebmann, as attorney-in-fact for Michael Edwards 11/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Represents $9,424.32 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note, dated July 12, 2020, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 2,243 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. ( 3 )Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the Issuer's 2014 Equity Incentive Plan (the "EIP") on November 20, 2017. This option vested in 12 monthly installments beginning on December 20, 2017 and is fully vested and exercisable as of the date of this report. ( 4 )Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the EIP on February 25, 2019. This option vested in 12 monthly installments beginning on March 25, 2019 and is fully vested and exercisable as of the date of this report. ( 5 )Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the EIP on February 5, 2020. This option vested in 12 monthly installments beginning on March 5, 2020 and is fully vested and exercisable as of the date of this report. ( 6 )Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the EIP on July 26, 2021. This option vested in 12 monthly installments beginning on August 26, 2021 and is fully vested and exercisable as of the date of this report.

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Michael Edwards)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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