United States securities and exchange commission logo





                               June 8, 2022

       Maria Zannes
       Chief Executive Officer
       bioAffinity Technologies, Inc.
       22211 W Interstate 10
       Suite 1206
       San Antonio, Texas 78257

                                                        Re: bioAffinity
Technologies, Inc.
                                                            Amendment No.1 to
Registration Statement on Form S-1
                                                            Filed May 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.

       Amendment No.1 to Registration Statement on Form S-1 Filed May 25, 2022

       Cover Page

   1.                                                   We note your disclosure
on page 10 that certain of your current stockholders have
                                                        indicated an interest
in purchasing approximately 10% of the units in this offering. Please
                                                        include such disclosure
on your prospectus cover and identify your current stockholders
                                                        and their affiliated
entities that have indicated an interest in purchasing securities in this
                                                        offering. If your
current stockholders and/or their affiliated entities are reflected in the
                                                        beneficial ownership
table on page 96, please disclose under the Principal Stockholders
                                                        section the expected
percentage ownership if the stockholder does purchase units in this
                                                        offering as their
indication of interest reflects. Additionally, please tell us whether these
                                                        indications of interest
could result in a stockholder that is not currently included in the
 Maria Zannes
FirstName
bioAffinityLastNameMaria   Zannes
            Technologies, Inc.
Comapany
June 8, 2022NamebioAffinity Technologies, Inc.
June 8,
Page 2 2022 Page 2
FirstName LastName
         table on page 96 beneficially owning more than 5% of your outstanding
shares following
         the offering. Lastly, disclose whether there is a ceiling on the
amount that may be
         purchased by your current stockholders and quantify any ceiling. If
not, please disclose
         the potential material impact on public investors.
The Offering
Reverse Stock Split, page 11

2.       Based on your disclosure on page 99, it appears you intend to effect a
one-for-seven
         reverse stock split of your issued and outstanding common stock prior
to the effectiveness
         of this registration statement. Please revise your historical
financial statements along with
         relevant financial statement data appearing elsewhere in your filing
to give retrospective
         effect to the stock split that you expect to occur prior to the
effectiveness of this
         registration statement. Refer to ASC 505-10-S99-4 (SAB Topic 4:C) for
guidance.
Risk Factors
The warrant certificate...., page 37

3.       Your disclosure indicates that the warrant certificate applies to
Securities Act claims, but
         not to Exchange Act claims, however the warrant agreement is silent as
to such
         regulations. Please revise the warrant agreement to address the
Securities Act
         and Exchange Act in this regard, or tell us how you will inform
investors of these terms in
         future filings.
Dilution, page 45

4.       Please address the following:

                Tell us how you calculated your historical net tangible book
deficit as of March 31,
              2022 of $(12.7) million. In this regard, it appears capitalized
deferred offering costs
              are still included in this net tangible book deficit.
                Tell us how you calculated the pro forma as adjusted net
tangible book value as of
              March 31, 2022 of $8.6 million. In this regard, it appears that
the amount of increase
              in the pro forma as adjusted net tangible book value is much
greater than the
              anticipated total proceeds of the offering of $10.1 million.
                Reconcile the difference between the number of shares of your
common stock
              outstanding as of March 31, 2022 of 2,727,590 as disclosed on
page 45, and shares
              purchased by existing shareholders of 5,995,206 in the tabular
disclosure on page 46.
Description of Securities
Anti-Takeover Effects of Delaware Law and Provisions of Our A&R Charter and A&R
Bylaws
Provisions of Our A&R Charter and A&R Bylaws, page 103

5.       We note that Section 13 of your Form of Amended and Restated
Certificate of
         Incorporation filed as Exhibit 3.3 and Section 2.13 of your Form of
Amended and
 Maria Zannes
bioAffinity Technologies, Inc.
June 8, 2022
Page 3
      Restated Bylaws filed as Exhibit 3.6 provide that stockholders are not
permitted to act by
      written consent. We also note the advance notice provisions for
stockholder proposals in
      Section 2.12 of your Form of Amended and Restated Bylaws. Please include
a description
      of these provisions in this section.
Exclusive Forum, page 104

6.    Please revise your disclosure here and in your risk factor on page 41 to
state whether the
      exclusive forum provision in your Amended and Restated Certificate of
Incorporation
      applies to claims arising under the Exchange Act. In this regard, we note
that Section 27
      of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
      any duty or liability created by the Exchange Act or the rules and
regulations thereunder.
      Please also include in your disclosure a description of the exclusive
forum provision in the
      Amended and Restated Bylaws. Given that the Amended and Restated Charter
does not
      discuss the applicability of the exclusive forum provision to claims
under the Securities
      Act or Exchange Act and that the Amended and Restated Bylaws do not
discuss the
      applicability of the exclusive forum provision to claims under the
Exchange Act, please
      revise those documents to address the Securities Act and Exchange Act in
this regard, or
      tell us how you will inform investors of these terms in future filings.
Please also include a
      description in this section of the exclusive forum provision contained in
your Form of
      Common Stock Purchase Warrant and referenced in the risk factor on page
37.
       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 Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                            Sincerely,
FirstName LastNameMaria Zannes
                                                            Division of
Corporation Finance
Comapany NamebioAffinity Technologies, Inc.
                                                            Office of Trade &
Services
June 8, 2022 Page 3
cc:       Wilhelm E. Liebmann, Esq.
FirstName LastName