Sec Form 3 Filing - Meghji Mohsin Y @ 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 Meghji Mohsin Y 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O M3 PARTNERS, LP, 1700 BROADWAY, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) NEW YORK, NY10019 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 ) 28,571 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 Series A Convertible Preferred Stock ( 1 ) $ 3.67 07/11/2017 ( 2 ) Common Stock 286,349 D Stock Option (right to buy) ( 1 ) $ 7.7 ( 3 ) 07/29/2029 Common Stock 7,142 D Stock Option (right to buy) ( 1 ) $ 7.7 ( 4 ) 07/27/2030 Common Stock 7,142 D Stock Option (right to buy) ( 1 ) $ 4.2 ( 5 ) 12/16/2031 Common Stock 7,142 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meghji Mohsin Y C/O M3 PARTNERS, LP 1700 BROADWAY, 19TH FLOOR NEW YORK, NY10019 X Signatures /s/ Wilhelm E. Liebmann, as attorney-in-fact for Mohsin Meghji 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"), as described in the Issuer's registration statement on Form S-1 (File No. 333-264463), which was declared effective by the Securities and Exchange Commission on August 29, 2022 (the "Effective Date"). ( 2 )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). ( 3 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Meghji under the Issuer's 2014 Equity Incentive Plan (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 Effective Date. ( 4 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Meghji 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 Effective Date. ( 5 )Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Meghji under the EIP on December 16, 2021. On January 16, 2022, this option began vesting 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 Mr. Meghji's continuous service to the Issuer through each vesting date. As of the Effective Date, 4,760 shares of Common Stock underlying this option have vested. The remaining unvested shares of Common Stock will vest immediately prior to the closing of the IPO on September 6, 2022.

Remarks: Exhibit List - Exhibit 24.1: Power of Attorney (Mohsin Meghji)

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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