Sec Form 3 Filing - GIRGENTI STEVEN @ 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 GIRGENTI STEVEN 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) Executive Chairman (Last) (First) (Middle) 3312 JUDITH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) BELLMORE, NY11710 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 ) 249,278 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 7,657( 3 ) I By Trust( 2 ) Secured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 156,602( 4 ) D Secured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 7,657( 5 ) D Secured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 59,141( 6 ) D Secured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 58,797( 7 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 27,378( 8 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 4,912( 9 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 2,694( 10 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 13,326( 11 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 10,632( 12 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 39,275( 13 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 12/31/2022 Common Stock 15,632( 14 ) D Unsecured Convertible Promissory Note( 1 ) $ 4.2 09/06/2022 10/31/2022 Common Stock 35,866( 15 ) D Warrants (right to buy)( 1 ) $ 5.25 07/20/2022 07/20/2027 Common Stock 123,811( 16 ) D Warrants (right to buy)( 1 ) $ 5.25 07/20/2022 07/20/2027 Common Stock 2,380 I By Trust( 2 ) Series A Convertible Preferred Stock( 1 ) $ 3.6 07/17/2017 ( 17 ) Common Stock 138,993 D Series A Convertible Preferred Stock( 1 ) $ 7.7 05/01/2019 ( 17 ) Common Stock 1,298 I By Trust( 2 ) Stock Option (right to buy)( 1 ) $ 1.16 ( 18 ) 04/28/2024 Common Stock 64,848 D Stock Option (right to buy)( 1 ) $ 4.2 ( 19 ) 07/27/2025 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7 ( 20 ) 07/25/2026 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7 ( 21 ) 04/24/2027 Common Stock 3,571 D Stock Option (right to buy)( 1 ) $ 7.7 ( 22 ) 05/07/2028 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 23 ) 07/29/2029 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 7.7 ( 24 ) 07/27/2030 Common Stock 7,142 D Stock Option (right to buy)( 1 ) $ 4.2 ( 25 ) 12/16/2031 Common Stock 7,142 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIRGENTI S TEVEN 3312 JUDITH DRIVE BELLMORE, NY11710 X Executive Chairman Signatures /s/ Wilhelm E. Liebmann, as attorney-in-fact for Steven Girgenti 11/07/2022 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 )These securities are owned directly by the Cranye Girgenti Testamentary Trust (the "Trust") and indirectly by Mr. Girgenti as trustee of the Trust. Mr. Girgenti disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )Represents $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 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 $657,731.96 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 156,602 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 $32,161.64 of outstanding principal and accrued and unpaid interest of this secured Note, dated February 7, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 7,657 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. ( 6 )Represents $248,394.52 of outstanding principal and accrued and unpaid interest of this secured Note, dated August 29, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 59,141 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. ( 7 )Represents $246,947.95 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 1, 2019 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 58,797 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. ( 8 )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. ( 9 )Represents $20,633.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated October 26, 2020 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 4,912 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. ( 10 )Represents $11,317.26 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated January 13, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 2,694 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. ( 11 )Represents $55,972.60 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 10, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 13,326 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. ( 12 )Represents $44,655.34 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated March 24, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 10,632 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. ( 13 )Represents $164,958.90 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated June 8, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 39,275 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. ( 14 )Represents $65,654.79 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated July 3, 2021 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 15,632 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. ( 15 )Represents $150,641.10 of outstanding principal and accrued and unpaid interest of this unsecured Note, dated August 11, 2022 calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 35,866 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. ( 16 )Represents a right to purchase an aggregate of 123,811 shares of Common Stock underlying 10 warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Girgenti on July 20, 2022. ( 17 )The Series A Convertible Preferred Stock has no expiration date but will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Series A Preferred Stock, which is initially 1-for-7 but is subject to further adjustment in the event of a stock split, stock dividend, or similar event. ( 18 )Represents a right to purchase 64,848 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the Issuer's 2014 Equity Incentive Plan (the "EIP") on April 28, 2014. This option vested in 7 monthly installments beginning on April 28, 2014 and is fully vested and exercisable as of the date of this report. ( 19 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2015. This option vested in 12 monthly installments beginning on July 27, 2015 and is fully vested and exercisable as of the date of this report. ( 20 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 25, 2016. This option vested in 12 monthly installments beginning on July 25, 2016 and is fully vested and exercisable as of the date of this report. ( 21 )Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on April 24, 2017. This option vested in 12 monthly installments beginning on April 24, 2017 and is fully vested and exercisable as of the date of this report. ( 22 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on May 7, 2018. This option vested in 12 monthly installments beginning on May 7, 2018 and is fully vested and exercisable as of the date of this report. ( 23 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 29, 2019. This option vested in 12 monthly installments beginning on July 29, 2019 and is fully vested and exercisable as of the date of this report. ( 24 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on July 27, 2020. This option vested in 12 monthly installments beginning on July 27, 2020 and is fully vested and exercisable as of the date of this report. ( 25 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Girgenti under the EIP on December 16, 2021. This option vested in 12 monthly installments beginning on December 16, 2021 and is fully vested and exercisable as of the date of this report.

Remarks: Exhibit 24.1: Power of Attorney (Steven Girgenti)

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