FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

Rubin Gary D
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/29/2022 

3. Issuer Name and Ticker or Trading Symbol

bioAffinity Technologies, Inc. [BIAF]
(Last)        (First)        (Middle)

2080 NW BOCA RATON BLVD, STE 2
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

BOCA RATON, FL 33431      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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

___ Form filed by One Reporting Person
_X_ 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)35714 D (2) 
Common Stock, par value $0.007 (1)816016 I By Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 15876 (4)$4.20 D (2) 
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 266850 (5)$4.20 I By Trust (3)
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 38287 (6)$4.20 I By Trust (3)
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 93821 (7)$4.20 I By Trust (3)
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 63958 (8)$4.20 I By Trust (3)
Secured Convertible Promissory Note (1)9/6/2022 10/31/2022 Common Stock 58577 (9)$4.20 I By Trust (3)
Warrants (right to buy) (1)7/20/2022 7/20/2027 Common Stock 4896 $5.25 D (2) 
Warrants (right to buy) (1)7/20/2022 7/20/2027 Common Stock 163248 (10)$5.25 I By Trust (3)
Series A Convertible Preferred Stock (1)7/11/2017  (11)Common Stock 230309 $5.17 I By Trust (3)
Stock Option (right to buy) (1) (12)11/20/2027 Common Stock 3571 $7.70 D (2) 
Stock Option (right to buy) (1) (13)5/7/2028 Common Stock 7142 $7.70 D (2) 
Stock Option (right to buy) (1) (14)7/29/2029 Common Stock 7142 $7.70 D (2) 
Stock Option (right to buy) (1) (15)7/27/2030 Common Stock 7142 $7.70 D (2) 
Stock Option (right to buy) (1) (16)12/16/2031 Common Stock 7142 $4.20 D (2) 

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) These securities are owned directly by Mr. Gary Rubin ("Mr. Rubin"), a director of the Issuer.
(3) These securities are owned directly by the Harvey Sandler Revocable Trust (the "Trust"), a 10% owner of the Issuer, and indirectly by Mr. Rubin as co-trustee of the Trust. Mr. Rubin disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(4) Represents $66,682.86 of outstanding principal and accrued and unpaid interest of this secured convertible promissory note (a "Note"), dated December 21, 2018, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 15,876 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 $1,120,773.84 of outstanding principal and accrued and unpaid interest of this Note, dated December 21, 2018, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 266,850 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 Issuer's IPO.
(6) Represents $160,808.22 of outstanding principal and accrued and unpaid interest of this Note, dated February 7, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 38,287 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 Issuer's IPO.
(7) Represents $394,048.22 of outstanding principal and accrued and unpaid interest of this Note, dated April 18, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 93,821 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 Issuer's IPO.
(8) Represents $268,626.30 of outstanding principal and accrued and unpaid interest of this Note, dated July 26, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 63,958 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 Issuer's IPO.
(9) Represents $246,027.40 of outstanding principal and accrued and unpaid interest of this Note, dated October 22, 2019, calculated through September 6, 2022, on which date it is expected that this amount will automatically convert into 58,577 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 Issuer's IPO.
(10) Represents a right to purchase an aggregate of 163,248 shares of Common Stock underlying five warrants at an exercise price of $5.25 per share, all of which were issued to the Trust on July 20, 2022.
(11) The Series A Convertible Preferred Stock has no expiration date but will automatically convert into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate of the Series A Preferred Stock, which is initially 1-for-7 but is subject to further adjustment in the event of a stock split, stock dividend, or similar event.
(12) Represents a right to purchase 3,571 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin under the Issuer's 2014 Equity Incentive Plan (the "EIP") on November 20, 2017. This option became fully vested and exercisable immediately upon grant.
(13) Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin 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.
(14) Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin 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.
(15) Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin 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.
(16) Represents a right to purchase 7,142 shares of Common Stock upon exercise of a ten-year option granted to Mr. Rubin 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 4,166 shares of Common Stock and the last of which is of the remaining 4,174 shares of Common Stock, subject to Mr. Rubin's continuous service to the Issuer through each vesting date. As of the date of this report, 33,328 shares of Common Stock underlying this option have vested.

Remarks:
Exhibit List - Exhibit 24.1: Power of Attorney (Gary D. Rubin) Exhibit 24.2: Power of Attorney (Harvey Sandler Revocable Trust)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rubin Gary D
2080 NW BOCA RATON BLVD
STE 2
BOCA RATON, FL 33431
XX

Harvey Sandler Revocable Trust
C/O GARY RUBIN, CO-TRUSTEE
2080 NW BOCA RATON BLVD, STE 2
BOCA RATON, FL 33431

X


Signatures
/s/ Wilhelm E. Liebmann, as attorney-in-fact for Gary D. Rubin10/21/2022
**Signature of Reporting PersonDate

/s/ Wilhelm E. Liebmann,, as attorney-in-fact for Gary D. Rubin, the Co-Trustee of the Harvey Sandler Revocable Trust10/21/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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