SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zannes Maria

(Last)

(First)

(Middle)

19702 BELLA LOMA, #6005

(Street)

SAN ANTONIO

78256

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2022

3. Issuer Name and Ticker or Trading Symbol
bioAffinity Technologies, Inc. [ BIAF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.007⁽¹⁾	3,571⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	23,672⁽³⁾	4.2	D
Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	04/28/2024	Common Stock	64,848	1.16	D
Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	07/27/2025	Common Stock	3,571	4.2	D
Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	07/25/2026	Common Stock	3,571	7	D
Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	04/24/2027	Common Stock	3,571	7	D
Stock Option (right to buy)⁽¹⁾	⁽⁸⁾	05/07/2028	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁹⁾	02/25/2029	Common Stock	2,857	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽¹⁰⁾	07/29/2029	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽¹¹⁾	02/05/2030	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽¹²⁾	07/27/2030	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽¹³⁾	07/26/2031	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽¹⁴⁾	12/16/2031	Common Stock	7,142	4.2	D

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)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Maria Zannes	11/22/2022
	** Signature of Reporting Person	Date
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 5 (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).
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