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^*

Perlmutter Nathan M

(Last)

(First)

(Middle)

28 PARRISH POND LANE

(Street)

SOUTHAMPTON

11968

(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	X	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⁾	166,089	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	31,780⁽²⁾	4.2	D
Secured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	87,851⁽³⁾	4.2	D
Unsecured Convertible Promissory Note⁽¹⁾	09/06/2022	10/31/2022	Common Stock	27,378⁽⁴⁾	4.2	D
Warrants (right to buy)⁽¹⁾	07/20/2022	07/20/2027	Common Stock	47,935⁽⁵⁾	5.25	D
Series A Convertible Preferred Stock⁽¹⁾	07/11/2017	⁽⁶⁾	Common Stock	103,682	6.75	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").

2. Represents $133,476.00 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 31,780 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 $368,975.34 of outstanding principal and accrued and unpaid interest of this secured Note, dated October 23, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 87,851 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 $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.

5. Represents a right to purchase an aggregate of 47,935 shares of Common Stock underlying three warrants at an exercise price of $5.25 per share, all of which were issued to Mr. Perlmutter on July 20, 2022.

6. 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).

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Nathan Perlmutter)

	/s/ Wilhelm E. Liebmann, as attorney-in-fact for Nathan Perlmutter	03/07/2023
	** 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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