Sec Form 4 Filing - Edwards James Michael @ bioAffinity Technologies, Inc. - 2022-09-01

FORM 4 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) 09/01/2022 (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 ) 09/01/2022 P 2,448 A 30,323 D Common Stock, par value $0.007( 1 ) 09/06/2022 C 2,243( 3 ) A $ 4.2( 3 ) 32,566 D Common Stock, par value $0.007( 1 ) 11/17/2022 A( 6 ) 3,619( 6 ) A $ 0 36,815 D

(A) 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 (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy)( 1 ) $ 7.35( 2 ) 09/01/2022 P 2,448 09/01/2022 09/01/2027 Common Stock 2,448 ( 2 ) 2,448 D Non-tradeable Warrants (right to buy)( 1 ) $ 7.656( 2 ) 09/01/2022 P 2,448 09/01/2022 09/01/2027 Common Stock 2,448 ( 2 ) 2,448 D Secured Convertible Promissory Note( 1 ) $ 4.2( 3 ) 09/06/2022 C 09/06/2022( 3 ) 10/31/2022 Common Stock 2,243 $ 0 0 D Warrant (right to buy)( 1 ) $ 6.125( 4 ) 09/06/2022 A 1,903 09/06/2022( 4 ) 08/25/2026 Common Stock 1,903 ( 4 ) 1,903 D Warrant (right to buy)( 1 ) $ 5.25 07/20/2022 A 761 07/20/2022 07/20/2027 Common Stock 761 ( 5 ) 761 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 4 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 )The reported securities are included within 2,448 Units purchased by Mr. Edwards for $6.125 per Unit in the Issuer's IPO. Each Unit consists of one share of Common Stock, one five-year 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. ( 3 )In connection with the IPO closing on September 6, 2022, the $9,424.32 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note, dated June 12, 2020 (the "Note"), automatically converted into 2,243 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis). ( 4 )Represents a right to purchase 1,903 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. Edwards 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 to May 31, 2022. ( 5 )Represents a right to purchase 761 shares of Common Stock underlying a warrant at an exercise price of $5.25 per share. The warrant was issued to Mr. Edwards 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 to October 31, 2022. ( 6 )Represents a grant from the Issuer to Mr. Edwards of 3,619 shares of restricted Common Stock on November 17, 2022 under the Issuer's 2014 Equity Incentive Plan. The restricted stock will begin vesting on December 17, 2022 in 12 monthly installments, the first 11 of which will be of 301 shares of Common Stock and the last of which will be of the remaining 308 shares of Common Stock, subject to Mr. Edward's continuous service to the Issuer through each vesting date.

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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