United States securities and exchange commission logo
May 10, 2022
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
22211 W Interstate 10
Suite 1206
San Antonio, Texas 78257
Re: bioAffinity
Technologies, Inc.
Registration
Statement on Form S-1
Filed April 25,
2022
File No. 333-264463
Dear Ms. Zannes:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
15, 2022 letter.
Registration Statement on Form S-1 Filed April 25, 2022
Underwriters' Compensation, page 10
1. We note your amended
disclosure in response to comment 11, including that "if more than
twenty-five percent
(25.0%) of the shares offered hereby are sold to existing investors in
the Company, then the
cash fee to the underwriters will be reduced to four percent (4.0%)
of the aggregate gross
proceeds from the existing investors." Please amend your
disclosure to clarify
whether any of your current shareholders have indicated an interest in
purchasing shares in
the offering, and if so, disclose the estimated percentage of the
offering these
shareholders currently intend to purchase.
Maria Zannes
FirstName
bioAffinityLastNameMaria Zannes
Technologies, Inc.
Comapany
May NamebioAffinity Technologies, Inc.
10, 2022
May 10,
Page 2 2022 Page 2
FirstName LastName
Capitalization, page 44
2. Please revise to place a double line below the cash line in the
tabular disclosure.
Business, page 54
3. We note your revised disclosure in response to our prior comment 16.
Please further
revise to disclose the termination provisions of the Company's
agreement with GO2
Partners. Please also discuss the material terms of you licensing
agreement with Precision
Pathology Services, including any revenue sharing terms related to
Precision Pathology
Services' sales of your tests. Finally, please file the licensing
agreement as an exhibit to
your registration statement, or tell us why you believe you are not
required to do so.
Certain Relationships and Related Party Transactions, page 97
4. We note you have revised this section to cover the period since
January 1, 2021. Please
revise to also include disclosure with respect to the fiscal year
preceding the company's
last fiscal year. Refer to Instruction 2 to Item 404(d) of Regulation
S-K.
Description of Securities, page 98
5. Please include in this section a description of the exclusive forum
provision mentioned in
your risk factor on page 41.
Notes to Consolidated Financial Statements
Note 7. Fair Value Measurements, page F-14
6. Please revise to include a reconciliation from the opening balances to
the closing balances,
disclosing separately changes during the periods presented in
accordance with ASC 820-
10-50-2(c).
General
7. We note your response to our prior comment 6 and reissue our comment.
Please ensure
that where you present data from your clinical trials and test
validation trials throughout
your filing, you include a balanced description of each clinical
trial, including the number
of participants in the trial, length of the trial and number of follow
ups, and specify the test
data used. In this regard, we note your reference to many test
validation trials throughout
your filing, as well as the CyPath Lung Studies and Clinical Trials
chart on page 59, but it
is not clear which trial you are discussing in each instance, and the
disclosure in each
instance does not consistently address the number of participants in
the trial, length of the
trial and number of follow-ups, and test data used.
8. It appears from your filing fee table that you are registering
warrants to purchase a number
of securities equal to 8% of the shares of Common Stock sold in this
offering at an
exercise price equal to 115% of the public offering price per share.
Please tell us if these
are the warrants issued in connection with the Bridge Notes referenced
on page F-20, and
Maria Zannes
bioAffinity Technologies, Inc.
May 10, 2022
Page 3
if so, please revise your registration statement to reflect the fact that
such warrants will be
offered for resale. If not, please more specifically identify the
warrants being registered.
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameMaria Zannes
Division of
Corporation Finance
Comapany NamebioAffinity Technologies, Inc.
Office of Trade &
Services
May 10, 2022 Page 3
cc: Wilhelm E. Liebmann, Esq.
FirstName LastName