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^*

Meghji Mohsin Y

(Last)

(First)

(Middle)

C/O M3 PARTNERS, LP

1700 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10019

(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
	Officer (give title below)	Other (specify below)

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⁾	28,571	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)
Series A Convertible Preferred Stock⁽¹⁾	07/11/2017	⁽²⁾	Common Stock	286,349	3.67	D
Stock Option (right to buy)⁽¹⁾	⁽³⁾	07/29/2029	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	07/27/2030	Common Stock	7,142	7.7	D
Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	12/16/2031	Common Stock	7,142	4.2	D

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)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Mohsin Meghji	03/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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