SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Perlmutter Nathan M

(Last)

(First)

(Middle)

28 PARRISH POND LANE

(Street)

SOUTHAMPTON

11968

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.007⁽¹⁾	09/06/2022		C		31,780⁽²⁾	A	$4.2⁽²⁾	197,869	D
Common Stock, par value $0.007⁽¹⁾	09/06/2022		C		87,851⁽³⁾	A	$4.2⁽³⁾	285,720	D
Common Stock, par value $0.007⁽¹⁾	09/06/2022		C		27,378⁽⁴⁾	A	$4.2⁽⁴⁾	313,098	D
Common Stock, par value $0.007⁽¹⁾	09/06/2022		C		14,811⁽⁵⁾	A	$6.75⁽⁵⁾	327,909	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽²⁾	09/06/2022		C			$657,731.96	09/06/2022⁽²⁾	10/31/2022	Common Stock	31,780	$0	0	D
Secured Convertible Promissory Note⁽¹⁾	$4.2⁽³⁾	09/06/2022		C			$32,161.64	09/06/2022⁽³⁾	10/31/2022	Common Stock	87,851	$0	0	D
Unsecured Convertible Promissory Note⁽¹⁾	$4.2⁽⁴⁾	09/06/2022		C			$55,972.6	09/06/2022⁽⁴⁾	10/31/2022	Common Stock	27,378	$0	0	D
Series A Convertible Preferred Stock⁽¹⁾	$6.75⁽⁵⁾	09/06/2022		C			103,682	⁽⁵⁾	⁽⁵⁾	Common Stock	14,811	$0	0	D
Warrant (right to buy)⁽¹⁾	$6.125⁽⁶⁾	09/06/2022		A		24,602⁽⁶⁾		09/06/2022⁽⁶⁾	08/25/2026	Common Stock	24,602	⁽⁶⁾	24,602	D
Warrant (right to buy)⁽¹⁾	$6.125⁽⁷⁾	09/06/2022		A		71,428⁽⁷⁾		09/06/2022⁽⁷⁾	11/22/2026	Common Stock	71,428	⁽⁷⁾	71,428	D
Warrant (right to buy)⁽¹⁾	$6.125⁽⁸⁾	09/06/2022		A		23,809⁽⁸⁾		09/06/2022⁽⁸⁾	12/02/2026	Common Stock	23,809	⁽⁸⁾	23,809	D
Warrants (right to buy)⁽¹⁾	$5.25	07/20/2022		A		47,935⁽⁹⁾		07/20/2022	07/20/2027	Common Stock	47,935	⁽⁹⁾	47,935	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 4 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. In connection with the IPO closing on September 6, 2022, the $133,476.00 of outstanding principal and accrued but unpaid interest of this secured convertible promissory note (a "Note"), dated January 14, 2019, automatically converted into 31,780 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

3. In connection with the IPO closing on September 6, 2022, the $368,975.34 of outstanding principal and accrued but unpaid interest of this secured Note, dated October 23, 2019, automatically converted into 87,851 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

4. In connection with the IPO closing on September 6, 2022, the $114,991.78 of outstanding principal and accrued but unpaid interest of this unsecured Note, dated October 22, 2020, automatically converted into 27,378 shares of Common Stock at a conversion price of $4.20 per share (on a Common Stock equivalent basis).

5. In connection with the IPO closing on September 6, 2022, the 103,682 shares of Series A Convertible Preferred Stock owned by Mr. Perlmutter automatically converted at the then-effective 1 for 7 conversion rate (as adjusted for the Issuer's 1-for-7 reverse stock split) into 14,811 fully paid and nonassessable shares of Common Stock. The Series A Convertible Preferred Stock had no expiration date.

6. Represents a right to purchase 24,602 shares of Common Stock underlying a warrant that became initially exercisable in connection with the IPO closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrant was issued to Mr. Perlmutter on August 25, 2021 as consideration for funds he paid to the Issuer for certain of his Notes.

7. Represents a right to purchase 71,428 shares of Common Stock underlying a warrant that became initially exercisable in connection with the IPO closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrant was issued to Mr. Perlmutter on November 22, 2021 as consideration for funds he paid to the Issuer for certain of his Notes.

8. Represents a right to purchase 23,809 shares of Common Stock underlying a warrant that became initially exercisable in connection with the IPO closing on September 6, 2022 at an exercise price equal to the IPO price of $6.125 per share. The warrant was issued to Mr. Perlmutter on December 9, 2021 as consideration for his agreement to amend his unsecured Note to extend its maturity date to May 31, 2022.

9. 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. The warrants were issued to Mr. Perlmutter on July 20, 2022 as consideration for his agreement to amend his unsecured Note to extend its maturity date to October 31, 2022.

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
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