Sec Form 3 Filing - Perlmutter Nathan M @ 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 Perlmutter Nathan M 2. Issuer Name and Ticker or Trading Symbol bioAffinity Technologies, Inc. [ BIAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 28 PARRISH POND LANE 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) SOUTHAMPTON, NY11968 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 ) 166,089 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 31,780 ( 2 ) D Secured Convertible Promissory Note ( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 87,851 ( 3 ) D Unsecured Convertible Promissory Note ( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 27,378 ( 4 ) D Warrants (right to buy) ( 1 ) $ 5.25 07/20/2022 07/20/2027 Common Stock 47,935 ( 5 ) D Series A Convertible Preferred Stock ( 1 ) $ 6.75 07/11/2017 ( 6 ) Common Stock 103,682 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Perlmutter Nathan M 28 PARRISH POND LANE SOUTHAMPTON, NY11968 X Signatures /s/ Wilhelm E. Liebmann, as attorney-in-fact for Nathan Perlmutter 03/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares of common stock, par value $0.007 (the "Common Stock"), of bioAffinity Technologies, Inc. (the "Issuer") and the conversion or exercise prices reported in this Form 3 reflect the 1-for-7 reverse stock split of the Issuer's Common Stock, 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 $133,476.00 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 31,780 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 $368,975.34 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 23, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 87,851 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 $114,991.78 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 22, 2020, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 27,378 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. ( 5 )Represents a right to purchase an aggregate of 47,935 shares of Common Stock underlying three warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Perlmutter on July 20, 2022. ( 6 )The Series A Convertible Preferred Stock (the "Preferred Stock") has no expiration date. Immediately prior to the closing of the IPO on September 6, 2022, the Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Preferred Stock, which is initially 1-for-7 (as adjusted for the Issuer's 1-for-7 reverse stock split).

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Nathan Perlmutter)

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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