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^*

Edwards James Michael

(Last)

(First)

(Middle)

30907 KEENELAND DRIVE

(Street)

FAIR OAKS RANCH

78015

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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⁾	27,875	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)
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	2,243⁽²⁾	4.2	D
Warrant (right to buy)⁽¹⁾	07/20/2022	07/20/2027	Common Stock	761	5.25	D
Stock Option (right to buy)⁽¹⁾	⁽³⁾	11/20/2027	Common Stock	2,857	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	02/25/2029	Common Stock	2,857	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	02/05/2030	Common Stock	2,857	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	07/26/2031	Common Stock	2,857	7.7	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 $9,424.32 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note, dated July 12, 2020, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 2,243 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 a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the Issuer's 2014 Equity Incentive Plan (the "EIP") on November 20, 2017. This option vested in 12 monthly installments beginning on December 20, 2017 and is fully vested and exercisable as of the date of this report.

4. Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards 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.

5. Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards 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.

6. Represents a right to purchase 2,857 shares of Common Stock upon exercise of a ten-year option granted to Mr. Edwards under the EIP on July 26, 2021. This option vested in 12 monthly installments beginning on August 26, 2021 and is fully vested and exercisable as of the date of this report.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Michael Edwards)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Michael Edwards	11/29/2022
	** 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).
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