Sec Form 3 Filing - Zannes Maria @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zannes Maria 2. Issuer Name and Ticker or Trading Symbol bioAffinity Technologies, Inc. [ BIAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) 19702 BELLA LOMA, #6005 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) SAN ANTONIO, TX78256 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 ) 3,571( 2 ) 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 Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 23,672( 3 ) D Stock Option (right to buy)( 1 ) $ 1.16 ( 4 ) 04/28/2024 Common Stock 64,848 D Stock Option (right to buy)( 1 ) $ 4.2 ( 5 ) 07/27/2025 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7 ( 6 ) 07/25/2026 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7 ( 7 ) 04/24/2027 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7.7 ( 8 ) 05/07/2028 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 9 ) 02/25/2029 Common Stock 2,857 D Stock Option (right to buy)( 1 ) $ 7.7 ( 10 ) 07/29/2029 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 11 ) 02/05/2030 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 12 ) 07/27/2030 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 13 ) 07/26/2031 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 4.2 ( 14 ) 12/16/2031 Common Stock 7,142 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zannes Maria 19702 BELLA LOMA, #6005 SAN ANTONIO, TX78256 X President, CEO Signatures /s/ Wilhelm E. Liebmann, as attorney-in-fact for Maria Zannes 11/22/2022 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 a grant from the Issuer to Ms. Zannes of 3,571 restricted shares of Common Stock on July 26, 2021 under the Issuer's 2014 Equity Incentive Plan (the "EIP"). The restricted stock began vesting on August 26, 2021 in 36 monthly installments, the first 35 of which are of 99 shares of Common Stock and the last of which is of the remaining 106 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 1,287 shares of the restricted stock have vested. ( 3 )Represents $99,423.12 of outstanding principal and accrued and unpaid interest of this unsecured convertible promissory note, dated August 11, 2022, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 23,672 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. ( 4 )Represents a right to purchase 64,848 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on April 28, 2014. This option vested in 7 monthly installments beginning on May 28, 2014 and is fully vested and exercisable as of the date of this report. ( 5 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 27, 2015. This option vested in 12 monthly installments beginning on August 27, 2015 and is fully vested and exercisable as of the date of this report. ( 6 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 25, 2016. This option vested in 12 monthly installments beginning on August 25, 2016 and is fully vested and exercisable as of the date of this report. ( 7 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on April 24, 2017. This option vested in 12 monthly installments beginning on May 24, 2017 and is fully vested and exercisable as of the date of this report. ( 8 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on May 7, 2018. This option vested in 12 monthly installments beginning on June 7, 2018 and is fully vested and exercisable as of the date of this report. ( 9 )Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes 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. ( 10 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 29, 2019. This option vested in 12 monthly installments beginning on August 29, 2019 and is fully vested and exercisable as of the date of this report. ( 11 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes 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. ( 12 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 27, 2020. This option vested in 12 monthly installments beginning on August 27, 2020 and is fully vested and exercisable as of the date of this report. ( 13 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on July 26, 2021. This option began vesting on August 26, 2021 in 36 monthly installments, the first 35 of which are of 198 shares of Common Stock and the last of which is of the remaining 212 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 2,574 shares of Common Stock underlying this option have vested. The remaining unvested shares of Common Stock underlying this option will vest immediately prior to the closing of the IPO on September 6, 2022. ( 14 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Ms. Zannes under the EIP on December 16, 2021. This option began vesting on January 16, 2022 in 12 monthly installments, the first 11 of which are of 595 shares of Common Stock and the last of which is of the remaining 597 shares of Common Stock, subject to Ms. Zannes's continuous service to the Issuer through each vesting date. As of the date of this report, 4,760 shares of Common Stock underlying this option have vested. The remaining unvested shares of Common Stock underlying this option will vest immediately prior to the closing of the IPO on September 6, 2022.

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Maria Zannes)

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.