SecProbe.io

CORRESP
 1
 filename1.htm

 bioAffinity
Technologies, Inc.

 3300
Nacogdoches Road, Suite 216

 San
Antonio, Texas 78217

 (210)
698-5334

 September
26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Margaret Sawicki

 Re:
 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
 September 22, 2025

 File
 No. 333-290480

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), bioAffinity Technologies,
Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 9:00 a.m., Eastern Time, on Monday, September 29, 2025, or as soon thereafter as possible.

 Please
notify Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very
 truly yours,

 BIOAFFINITY
 TECHNOLOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria
 Zannes

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 bioAffinity
Technologies, Inc.

 3300
Nacogdoches Road, Suite 216

 San
Antonio, Texas 78217

 (210)
698-5334

 September
26, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Margaret Sawicki

 Re:
 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
 September 22, 2025

 File
 No. 333-290480

 Ladies
and Gentlemen:

 bioAffinity
Technologies, Inc. (the "Company") hereby respectfully withdraws its request dated September 22, 2025 that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Tuesday,
September 23, 2025, or as soon thereafter as possible.

 Please
notify Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 if there are any questions
with respect to this request.

 Very
 truly yours,

 BIOAFFINITY
 TECHNOLOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria
 Zannes

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 bioAffinity
Technologies, Inc.

 3300
Nacogdoches Road, Suite 216

 San
Antonio, Texas 78217

 (210)
698-5334

 September
24, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Margaret Sawicki

 Re:
 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
 September 24, 2025

 File
 No. 333-290480

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), bioAffinity Technologies,
Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, September 25, 2025, or as soon thereafter as
possible.

 Please
notify Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 BIOAFFINITY TECHNOLOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria Zannes

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 bioAffinity
Technologies, Inc.

 3300
Nacogdoches Road, Suite 216

 San
Antonio, Texas 78217

 (210)
698-5334

 September
16, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Robert Augustin

 Re:
 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
 August 29, 2025

 File
 No. 333-289944

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), bioAffinity Technologies,
Inc. (the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday, September 16, 2025, or as soon thereafter as possible.

 Please
notify Sean F. Reid of Sheppard Mullin Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very truly yours,

 BIOAFFINITY TECHNOLOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria Zannes

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 3, 2025

Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road
Suite 216
San Antonio, TX 78217

 Re: bioAffinity Technologies, Inc.
 Registration Statement on Form S-1
 Filed August 29, 2025
 File No. 333-289944
Dear Maria Zannes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Richard Friedman
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road
Suite 216
San Antonio, TX 78217

 Re: bioAffinity Technologies, Inc.
 Draft Registration Statement on Form S-1
 Submitted August 22, 2025
 CIK No. 0001712762
Dear Maria Zannes:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Richard Friedman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
2, 2025

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Re:

 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
 May 2, 2025
 File
 No: 333-286921

 Dear
Ms. Sawicki:

 bioAffinity
Technologies, Inc. (the " Registrant ") hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-286921), be accelerated by the U.S. Securities and Exchange Commission (the " Commission ")
to become effective on Monday, May 5, 2025 , at 5:00 p.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify Ms. Marlow when this request
for acceleration has been granted.

 Very
 truly yours,

 BIOAFFINITY
 TECHNOLOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria
 Zannes

 Title:
 Chief
 Executive Officer

 cc:
Leslie Marlow, Blank Rome LLP

CORRESP
 1
 filename1.htm

 WallachBeth
Capital, LLC

 Harborside
Financial Plaza 5

 185
Hudson St., Suite 1410

 Jersey
City, NJ 07311

 May
2, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 bioAffinity
 Technologies, Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-286921

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Dear
Staff:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Securities Act "),
WallachBeth Capital, LLC, as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective
at 5:00 p.m., Eastern Daylight Time, on Monday, May 5, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated May 2, 2025 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Best Regards,

 WALLACHBETH
 CAPITAL, LLC

 By:
 /s/
 Eric Schweitzer

 Name:
 Eric Schweitzer

 Title:
 Chief Compliance Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 18, 2025

Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road
Suite 216
San Antonio, TX 78217

 Re: bioAffinity Technologies, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No. 0001712762
Dear Maria Zannes:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Leslie Marlow, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
16, 2025

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Margaret Sawicki

 Re:

 bioAffinity
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Filed
April 11, 2025

 File
 No: 333-286497

 Dear
Ms. Sawicki:

 bioAffinity
Technologies, Inc. (the " Registrant ") hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-286497), be accelerated by the U.S. Securities and Exchange Commission (the " Commission ")
to become effective on Friday, April 16, 2025 , at 5:00 p.m ., Eastern Time, or as soon as reasonably practicable thereafter.

 The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

 The
Registrant hereby authorizes Leslie Marlow or Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for
acceleration. Please contact Leslie Marlow at (212) 885-5358 or Melissa Palat Murawsky at (215) 569-5732 with any questions you may have
concerning this request, and please notify either of them when this request for acceleration has been granted.

 Very
 truly yours,

 BIOAFFINITY
 TECHNOGIES, INC.

 By:
 /s/
 Maria Zannes

 Name:
 Maria
 Zannes

 Title:
 Chief
 Executive Officer

 cc: Leslie Marlow,
Blank Rome LLP

 Melissa
Palat Murawsky, Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road
San Antonio, TX 78217

 Re: bioAffinity Technologies, Inc.
 Registration Statement on Form S-1
 Filed April 11, 2025
 File No. 333-286497
Dear Maria Zannes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Leslie Marlow, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

December
4, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jane Park

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    Filed
    November 27, 2024

    File
    No: 333-283521

Dear
Ms. Park:

bioAffinity
Technologies, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-283521) (the “Registration Statement”), be accelerated by the U.S. Securities
and Exchange Commission (the “Commission”) to become effective on Friday, December 6, 2024, at 5:00 p.m.,
Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify Ms. Marlow when this request
for acceleration has been granted.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:
    /s/
    Maria Zannes

    Name:
    Maria
    Zannes

    Title:
    Chief
    Executive Officer

    cc:
    Leslie
    Marlow, Blank Rome LLP

December 4, 2024
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road, Suite 216
San Antonio, Texas 78217
Re:bioAffinity Technologies, Inc.
Registration Statement on Form S-1
Filed November 27, 2024
File No. 333-283521
Dear Maria Zannes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Leslie Marlow, Esq.

CORRESP
1
filename1.htm

  September
  17, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jane Park

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    Filed
    September 11, 2024

    File
    No: 333-282045

Dear
Ms. Park:

bioAffinity
Technologies, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-282045), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Thursday, September 19, 2024, at 4:00 p.m., Eastern Time, or as soon as reasonably practicable
thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify Ms. Marlow when this request
for acceleration has been granted.

    Very truly yours,

    BIOAFFINITY TECHNOGIES, INC.

  By:
  /s/ Maria Zannes

  Name:
  Maria Zannes

  Title:
  Chief Executive Officer

  cc:
  Leslie Marlow, Blank Rome LLP

September 16, 2024
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road
Suite 216
San Antonio, Texas 78217
Re:bioAffinity Technologies, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282045
Dear Maria Zannes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Leslie Marlow, Esq.

United States securities and exchange commission logo
April 11, 2024
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
22211 W Interstate 10 Suite 1206
San Antonio, TX 78257
Re:bioAffinity Technologies, Inc.
Registration Statement on Form S-1
Filed April 4, 2024
File No. 333-278512
Dear Maria Zannes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Leslie Marlow

CORRESP
1
filename1.htm

April
11, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Benjamin Richie

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    Filed
                                            April 4, 2024

    File
    No: 333-278512

Dear
Mr. Richie:

bioAffinity
Technologies, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-278512), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Monday, April 15, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify either of them when this request
for acceleration has been granted.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOGIES, INC.

    By:
    /s/
    Maria Zannes

    Name:
    Maria
    Zannes

    Title:
    Chief
    Executive Officer

cc:
Leslie Marlow, Blank Rome LLP

CORRESP
1
filename1.htm

November
22, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jane Park

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-3

    Filed
    November 16, 2023

    File
    No: 333-275608

Dear
Ms. Park:

bioAffinity
Technologies, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-3 (File No. 333-275608), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Monday, November 27, 2023, at 4:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify either of them when this request
for acceleration has been granted.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOGIES, INC.

    By:
    /s/
    Maria Zannes

    Name:
    Maria
    Zannes

    Title:
    Chief
    Executive Officer

cc:
Leslie Marlow, Blank Rome LLP

United States securities and exchange commission logo
November 21, 2023
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-3
Filed November 16, 2023
File No. 333-275608
Dear Maria Zannes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Leslie Marlow, Esq.

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
26, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
WallachBeth Capital, LLC, as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective
at 4:30 p.m., Eastern Daylight Time, on Monday, August 29, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise
you that approximately fifteen (15) copies of the preliminary prospectus dated August 18, 2022, have been distributed to prospective
underwriters and dealers, institutional investors, retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Best
    Regards,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

August
26, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

    Registration
    Statement on Form 8-A, File No. 001-41463

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and Form 8-A, as amended,
be accelerated to 4:30 p.m., Eastern Daylight Time, on Monday, August 29, 2022, or as soon thereafter as practicable unless we or our
outside counsel, Dykema Gossett PLLC, request by telephone that such Registration Statements be declared effective at some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statements are effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Wilhelm
E. Liebmann at (210) 554-5414. We also respectfully request that a copy of the written orders from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statements be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm
E. Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

VIA
EDGAR CORRESPONDENCE

August
25, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

    Registration
    Statement on Form 8-A, File No. 001-41463

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to a letter filed by bioAffinity Technologies, Inc. (the “Company”) as correspondence via EDGAR on August 24, 2022,
in which the Company requested that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and Form
8-A, as amended, be accelerated to 4:30 p.m., Eastern Daylight Time, on Thursday, August 25, 2022, in accordance with Rule 461 under
the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statements be declared effective at this time and hereby formally withdraws its
requests for acceleration of that effective date.

If
you have any questions regarding this withdrawal, please contact the Company’s outside counsel, Wilhelm E. Liebmann of Dykema Gossett
PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
25, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to our letter, filed as correspondence via EDGAR on August 24, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Thursday, August 25, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP, at (301) 785-4319 if you have any questions in this regard.

    Best Regards,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/ Eric
    Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
24, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
WallachBeth Capital, LLC, as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective
at 4:30 p.m., Eastern Daylight Time, on Thursday, August 25, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise
you that approximately fifteen (15) copies of the preliminary prospectus dated August 18, 2022, have been distributed to prospective
underwriters and dealers, institutional investors, retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Best
    Regards,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

August
24, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

    Registration
    Statement on Form 8-A, File No. 001-41463

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and Form 8-A, as amended,
be accelerated to 4:30 p.m., Eastern Daylight Time, on Thursday, August 25, 2022, or as soon thereafter as practicable unless we or our
outside counsel, Dykema Gossett PLLC, request by telephone that such Registration Statements be declared effective at some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statements are effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Wilhelm
E. Liebmann at (210) 554-5414. We also respectfully request that a copy of the written orders from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statements be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm
E. Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
23, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
                                            Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to our letter, filed as correspondence via EDGAR on August 23, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Wednesday, August 24, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP, at (301) 785-4319 if you have any questions in this regard.

    Best
    Regards,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

August
23, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:
    bioAffinity Technologies, Inc.

    Registration Statement on Form S-1, File No. 333-264463

    Registration Statement on Form 8-A, File No. 001-41463

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and Form 8-A, as amended,
be accelerated to 4:30 p.m., Eastern Daylight Time, on Wednesday, August 24, 2022, or as soon thereafter as practicable unless we
or our outside counsel, Dykema Gossett PLLC, request by telephone that such Registration Statements be declared effective at some other
time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statements are effective, please orally confirm the event with our counsel, Dykema Gossett PLLC, by calling Wilhelm
E. Liebmann at (210) 554-5414. We also respectfully request that a copy of the written orders from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statements be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm
E. Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at (210) 554-5414.

    Very truly yours,

    BIOAFFINITY TECHNOLOGIES, INC.

    By:
    /s/ Maria
    Zannes

    Name:
    Maria Zannes

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

WallachBeth Capital, LLC

Harborside Financial Plaza 5

185 Hudson St., Suite 1410

Jersey City, NJ 07311

August 23, 2022

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Taylor Beech, Staff Attorney

    Re:

    bioAffinity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-264463

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Beech:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), WallachBeth Capital, LLC,
as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies, Inc. that the effective date
of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 4:30 p.m., Eastern Daylight
Time, on Wednesday, August 24, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that approximately fifteen
(15) copies of the preliminary prospectus dated August 18, 2022, have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Best Regards,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/ Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

VIA
EDGAR CORRESPONDENCE

August
23, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

    Registration
    Statement on Form 8-A, File No. 001-41463

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to two letters filed by bioAffinity Technologies, Inc. (the “Company”) as correspondence via EDGAR on August 23,
2022, in which the Company requested that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and
Form 8-A, as amended, be accelerated to 4:30 p.m., Eastern Daylight Time, on Wednesday, August 24, 2022, in accordance with Rule 461
under the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statements be declared effective at this time and hereby formally withdraws its
requests for acceleration of that effective date.

If
you have any questions regarding this withdrawal, please contact the Company’s outside counsel, Wilhelm E. Liebmann of Dykema Gossett
PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

August
10, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:
    bioAffinity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-264463

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1, as amended, be accelerated to 4:30
p.m., Eastern Daylight Time, on Wednesday, August 10, 2022, or as soon thereafter as practicable unless we or our outside counsel, Dykema
Gossett PLLC, request by telephone that such Registration Statement be declared effective at some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Dykema Gossett PLLC by calling Wilhelm E.
Liebmann at (210) 554-5414. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm E.
Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at (210) 554-5414.

    Very truly yours,

    BIOAFFINITY TECHNOLOGIES, INC.

    By:
    /s/ Maria
    Zannes

    Name:
    Maria
Zannes

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

August
10, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form 8-A

    File
    No. 001-41463

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statement on Form 8-A be accelerated to 4:30 p.m., Eastern
Daylight Time, on Wednesday, August 10, 2022, or as soon thereafter as practicable unless we or our outside counsel, Dykema Gossett PLLC,
request by telephone that such Registration Statement be declared effective at some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Dykema Gossett PLLC by calling Wilhelm E.
Liebmann at (210) 554-5414. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm E.
Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

VIA
EDGAR CORRESPONDENCE

August
10, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

    Registration
    Statement on Form 8-A, File No. 001-41463

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to two letters filed by bioAffinity Technologies, Inc. (the “Company”) as correspondence via EDGAR on August 10,
2022, in which the Company requested that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and
Form 8-A be accelerated to 4:30 p.m., Eastern Daylight Time, on Wednesday, August 10, 2022, in accordance with Rule 461 under the Securities
Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statements be declared effective at this time and hereby formally withdraws its
requests for acceleration of that effective date.

If
you have any questions regarding this withdrawal, please contact the Company’s outside counsel, Wilhelm E. Liebmann of Dykema Gossett
PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
10, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to our letter, filed as correspondence via EDGAR on August 10, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Wednesday, August 10, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP, at (301) 785-4319 if you have any questions in this regard.

    Best
    Regards,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
10, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
WallachBeth Capital, LLC, as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective
at 4:30 p.m., Eastern Daylight Time, on Wednesday, August 10, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise
you that approximately fifteen (15) copies of the preliminary prospectus dated August 5, 2022, have been distributed to prospective underwriters
and dealers, institutional investors, retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Best Regards,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

VIA
EDGAR CORRESPONDENCE

August
9, 2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
                                            Statement on Form S-1

    File
    No. 333-264463

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to a letter filed by bioAffinity Technologies, Inc. (the “Company”) as correspondence via EDGAR on August 8, 2022,
in which the Company requested that the effectiveness of the above-captioned Registration Statement on Form S-1, as amended, be accelerated
to 4:30 p.m., Eastern Daylight Time, on Tuesday, August 9, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statement be declared effective at this time and hereby formally withdraws its
request for acceleration of that effective date.

If
you have any questions regarding this withdrawal, please contact the Company’s outside counsel, Wilhelm E. Liebmann of Dykema Gossett
PLLC at (210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

    Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

August
9, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-264463

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Reference
is made to our letter, filed as correspondence via EDGAR on August 8, 2022, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Tuesday, August 9, 2022, in accordance with
Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of that effective date.

Please
contact our counsel, Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP, at (301) 785-4319 if you have any questions in this regard.

    Best Regards,

    WALLACHBETH CAPITAL, LLC

    By:
    /s/ Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
1
filename1.htm

 August
8,  2022

United
States Securities and Exchange Commission

Office
of Trade & Services

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Taylor Beech

    Re:

    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

     Registration
    Statement on Form 8-A, File No. 001-41463

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), bioAffinity Technologies, Inc. (the “Company”)
hereby requests that the effectiveness of the above-captioned Registration Statements on Form S-1, as amended, and Form 8-A
be accelerated to 4:30 p.m., Eastern Daylight Time, on Tuesday, August 9, 2022, or as soon thereafter as practicable unless
we or our outside counsel, Dykema Gossett PLLC, request by telephone that such Registration Statements be declared effective at
some other time.

In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statements are effective, please orally confirm the event with our counsel, Dykema Gossett PLLC by calling Wilhelm
E. Liebmann at (210) 554-5414. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statements be sent to our counsel, Dykema Gossett PLLC, Attention: Wilhelm
E. Liebmann by email to wliebmann@dykema.com.

If
you have any questions regarding this request, please contact Wilhelm E. Liebmann of Dykema Gossett PLLC at
(210) 554-5414.

    Very
    truly yours,

    BIOAFFINITY
    TECHNOLOGIES, INC.

    By:

    /s/
    Maria Zannes

    Name:

       Maria
    Zannes

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

WallachBeth
Capital, LLC

Harborside
Financial Plaza 5

185
Hudson St., Suite 1410

Jersey
City, NJ 07311

 August 8, 2022

VIA
EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Ms. Taylor Beech, Staff Attorney

    Re:
    bioAffinity
    Technologies, Inc.

    Registration
    Statement on Form S-1, File No. 333-264463

 Registration Statement on Form 8-A, File No. 001-41463

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Beech:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”),
WallachBeth Capital, LLC, as representative of the underwriters of the offering, hereby joins the request of bioAffinity Technologies,
Inc. that the effective date of the above-referenced Registration Statements on Form S-1, as amended, and Form 8-A be accelerated
so that they may become effective at 4:30 p.m., Eastern Daylight Time, on Tuesday, August 9, 2022, or as soon thereafter
as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise
you that approximately fifteen (15) copies of the preliminary prospectus dated August 5, 2022, have been distributed to
prospective underwriters and dealers, institutional investors, retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Best
    Regards,

    WALLACHBETH
    CAPITAL, LLC

    By:
    /s/
    Eric Schweitzer

    Name:

    Eric
    Schweitzer

    Title:

    Chief
    Compliance Officer

CORRESP
1
filename1.htm

    Dykema
    Gossett PLLC

    Weston
    Centre

    112
    E. Pecan Street, Suite 1800

    San
    Antonio, TX 78205

    www.dykema.com

    Tel:
    (210) 554-5500

    Wilhelm
    E. Liebmann

    Direct
    Dial: (210) 554-5414

    Email:
    WLiebmann@dykema.com

    July
    27, 2022
    VIA
    EDGAR

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Taylor Beech and Lilyanna Peyser

    Re:
    bioAffinity
    Technologies, Inc.

    Amendment No.2 to Registration
    Statement on Form S-1

    Filed
    June 16, 2022

    File
    No. 333-264463

Dear
Ms. Beech and Ms. Peyser:

This
response letter (this “Response”) is submitted on behalf of bioAffinity Technologies, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Maria Zannes, dated July 11,
2022 (the “Comment Letter”), with respect to the Company’s amended registration statement on Form S-1/A, filed
with the SEC on June 16, 2022 (the “Registration Statement”). The Company is concurrently submitting an amendment
to the Registration Statement (the “Amendment No. 3”), which reflects the changes discussed as part of the Company’s
responses to the Staff’s comments in this Response and other updates.

For
reference purposes, the Company’s responses are included below each of the Staff’s bolded numbered comments, the text of
which have been reproduced from the Comment Letter. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in the Amendment No. 3.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S.
Securities and Exchange Commission

Division of Corporate Finance

July
27, 2022

Page 2

Amendment
No.2 to Registration Statement on Form S-1 Filed June 16, 2022

Report
of Independent Registered Public Accounting Firm, page F-18

    1.
    We
    note you have included conditional audit reports pending the completion of the planned reverse stock split. Please confirm that you
    intend to file a pre-effective amendment to your Form S-1 that includes final signed audit reports and signed auditors’ consents
    prior to requesting effectiveness.

    RESPONSE:
    The reverse stock split became effective with the State of Delaware on June 23, 2022. Accordingly, the Amendment No. 3
    includes final signed audit reports on pages F-18 and F-19 and signed auditors’ consents attached as Exhibits 23.2 and 23.3,
    which reflect the effectiveness of the reverse stock split.

Exhibits

Exhibit
5.1

    2.
    Please
    revise your legal opinion to clarify that you are opining on all of the common stock covered by the registration statement, as it
    currently suggests that you are opining only on the shares of common stock underlying warrants. In addition, please opine on the
    Units covered by the registration statement. Refer to Sections II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19.

    RESPONSE:
    Dykema Gossett PLLC has revised our legal opinion to opine on all of the common stock as well as the Units covered by
    the Registration Statement in accordance with the SEC’s comment and Sections II.B.1.f and II.B.1.h of Staff Legal Bulletin
    No. 19. Our revised legal opinion is attached as Exhibit 5.1 to the Amendment No. 3.

*
*             *

In
addition to the changes referred to above, I note that the Company has made additional changes in Amendment No. 3 to (i) reduce the size
of the offering, (ii) to decrease the assumed purchase price of the units in the offering, and (iii) to expand the warrant coverage in
the offering to include a non-tradeable warrant as part of the units. These additional changes were made in light of current market conditions.

Thank
you for your review and consideration of the matters set forth in this Response and in the Amendment No. 3. If you have any questions,
please contact the undersigned at (210) 554-5414 or wliebmann@dykema.com.

    Sincerely,

    Dykema
    Gossett PLLC

    /s/
    Wilhelm E. Liebmann

    Wilhelm
    E. Liebmann, Esq.

    cc:
    Maria
    Zannes

    Chief
    Executive Officer

    bioAffinity
    Technologies, Inc.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C.
| Wisconsin

United States securities and exchange commission logo
July 11, 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.2 to Registration Statement on Form S-1
Filed June 16, 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.2 to Registration Statement on Form S-1 Filed June 16, 2022
Report of Independent Registered Public Accounting Firm, page F-18
1.We note you have included conditional audit reports pending the completion of the
planned reverse stock split. Please confirm that you intend to file a pre-effective
amendment to your Form S-1 that includes final signed audit reports and signed auditors’
consents prior to requesting effectiveness.
Exhibits
Exhibit 5.1
2.Please revise your legal opinion to clarify that you are opining on all of the common stock
covered by the registration statement, as it currently suggests that you are opining only on

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 July 11, 2022 Page 2
 FirstName LastName
Maria Zannes
bioAffinity Technologies, Inc.
July 11, 2022
Page 2
the shares of common stock underlying warrants. In addition, please opine on the Units
covered by the registration statement. Refer to Sections II.B.1.f and II.B.1.h of Staff Legal
Bulletin No. 19.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Wilhelm E. Liebmann, Esq.

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    Weston
    Centre

    112
    E. Pecan Street, Suite 1800

    San
    Antonio, TX 78205

    www.dykema.com

    Tel:
    (210) 554-5500

    Wilhelm
                                            E. Liebmann

    Direct
    Dial: (210) 554-5414

    Email:
    WLiebmann@dykema.com

    June
    16, 2022
    VIA
    EDGAR

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Taylor Beech and Lilyanna Peyser

    Re:
    bioAffinity Technologies, Inc.

    Registration Statement on Form S-1/A

    Filed May 25, 2022

    File No. 333-264463

Dear
Ms. Beech and Ms. Peyser:

This
response letter (this “Response”) is submitted on behalf of bioAffinity Technologies, Inc. (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Maria Zannes, dated June 8,
2022 (the “Comment Letter”), with respect to the Company’s amended registration statement on Form S-1/A, filed
with the SEC on May 25, 2022 (the “Registration Statement”). The Company is concurrently submitting an amendment to
the Registration Statement (the “Amendment No. 2”), which reflects the changes discussed as part of the Company’s
responses to the Staff’s comments in this Response and other updates.

For
reference purposes, the Company’s responses are included below each of the Staff’s bolded numbered comments, the text of
which have been reproduced from the Comment Letter. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in the Amendment No. 2.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

June 16, 2022

Page
2

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 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.

RESPONSE:
The Company has revised the Registration Statement to add disclosure on the cover page of the prospectus identifying its current
stockholders and/or their affiliates that have indicated an interest in purchasing securities in the offering. A table identifying each
of the 14 existing stockholders that have indicated an interest in purchasing securities in the offering and the number of units
they have indicated an interest in purchasing follows below. Six of those current stockholders or their affiliates are listed in the
beneficial ownership table on page 96 of Amendment No. 2, and the Company has revised the beneficial ownership table to reflect the expected
percentage ownership assuming such stockholder purchases units in this offering as their current indication of interest reflects. It
is not anticipated that the purchase of securities in this offering by any other existing stockholders or their affiliates will result
in any of them beneficially owning more than 5% of the Company’s outstanding shares following the offering thereby necessitating
that they be added to the beneficial ownership table. The Company hereby advises the Staff that there is no ceiling on the amount of
securities that may be purchased by any of the Company’s current stockholders. The Company does not anticipate that there will
be any material impact on public investors as a result of the purchases of securities by existing investors.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

June 16, 2022

Page
3

    Name of Existing Stockholder
    # of Units

of

Indicated

 Interest
    % of

Total

Offering

    Anderson, Robert
      3,704
      0.25 %

    Anello, Beth
      3,704
      0.25 %

    Barnett, Robert
      7,408
      0.49 %

    Cantor, Steven
      3,704
      0.25 %

    Diamond, Stuart
      3,704
      0.25 %

    Girgenti, Brian
      2,222
      0.15 %

    Girgenti, David
      3,704
      0.25 %

    Girgenti, Steven
      37,037
      2.47 %

    Goldstein, Alanna
      1,481
      0.10 %

    Goldstein, Lawrence
      1,481
      0.10 %

    Knight, Peter
      7,408
      0.49 %

    Kolomer, Brenna
      1,481
      0.10 %

    The Harvey Sandler Revocable Trust
      14,814
      0.99 %

    Zannes, Maria
      7,408
      0.49 %

    Total
      99,260
      6.62 %

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.

RESPONSE:
The Company has revised its historical financial statements and other relevant financial statement data in the Registration Statement
to give retrospective effect to the reverse stock split that is expected to occur prior to the effectiveness of the Registration Statement.
Please see pages 12, F-2, F-4, F-9, F-16, F-17, F-20, F-22, F-27, F-33, F-34, F-35, F-36, F-37, and F-38 in Amendment No. 2.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

June 16, 2022

Page
4

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.

RESPONSE:
The Company has revised this disclosure in the Registration Statement to clarify that the exclusive forum provision does not apply
to Exchange Act claims. Please see page 37 of Amendment No. 2. The Company has also revised the warrant certificate to expressly state
that the exclusive forum provision does not apply to claims under the Exchange Act. Please see Exhibit 4.6 to Amendment No. 2. We note
that the existing risk factor disclosure already states that there is uncertainty about the enforceability of the exclusive forum provision
with respect to claims brought under the Securities Act.

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.

RESPONSE:
The Company previously calculated the historical net tangible book deficit as the total assets of the Company, excluding intangibles,
of $1,353,015, less total liabilities of $14,033,044, for a total historical net tangible book value of $(12,680,029). The Company has
revised the Registration Statement to exclude the amount of capitalized deferred offering costs from 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.

RESPONSE:
The approximately $25.3 million increase in the pro forma as adjusted net tangible book value from the starting value of approximately
($17.0) million to approximately $8.3 million is the result of (i) the estimated approximately $8.2 million in net proceeds raised in
this offering ($10 million gross less underwriters fees of approximately $0.9 million and offering costs of approximately $0.9 million),
and (ii) the conversion of approximately $17.0 million in convertible preferred stock, convertible debt, accrued interest, debt discount,
and fair value adjustments upon the completion of this offering.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

June 16, 2022

Page
5

 ● 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.

RESPONSE:
The difference between the number of shares of the Company’s Common Stock outstanding as of March 31, 2022 of 2,727,590 as
disclosed on page 45 of Amendment No.2, and shares purchased by existing stockholders of 5,995,206 in the tabular disclosure on page
46 of Amendment No. 2 is that the share amount of 2,727,590 on page 45 reflects only common shares outstanding as of March 31, 2022,
and the share amount of 5,995,206 includes the outstanding common shares plus 756,558 shares issuable upon the automatic conversion of
the Company’s outstanding Series A Preferred Stock and 2,511,058* shares issuable upon the automatic conversion of the Company’s
outstanding convertible notes upon completion of the Offering (2,727,590 + 756,558 + 2,511,058 = 5,995,206).

*
Note that this amount increases daily as interest continues to accrue on the outstanding convertible notes through the date of conversion.

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 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.

RESPONSE:
The Company has revised its disclosure in the Registration Statement to include a description of the prohibition of stockholder action
by written consent set forth in the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and the advance
notice provisions for stockholder nominations and proposals in the Amended and Restated Bylaws. Please see page 104 of Amendment No.
2.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

U.S. Securities and Exchange Commission

Division of Corporate Finance

June 16, 2022

Page
6

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.

RESPONSE:
The Company has revised this disclosure and the related risk factor disclosure to state that the exclusive forum provisions in both
the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated

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

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 June 8, 2022 Page 2
 FirstName LastNameMaria Zannes
bioAffinity Technologies, Inc.
June 8, 2022
Page 2
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

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

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    Weston
    Centre

    112
    E. Pecan Street, Suite 1800

    San
    Antonio, TX 78205

    www.dykema.com

    Tel:	(210)
    554-5500

    Wilhelm
                                            E. Liebmann

    Direct
    Dial: (210) 554-5414

    Email:
    WLiebmann@dykema.com

    May
    25, 2022
    VIA
    EDGAR

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    Office
    of Trade & Services

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Taylor Beech and Katherine Bagley

 Re: bioAffinity
                                            Technologies, Inc.

                                            Registration Statement on Form S-1

Filed
April 25, 2022

File No. 333-264463

Dear
Ms. Beech and Ms. Bagley:

This
response letter (this “Response”) is submitted on behalf of bioAffinity Technologies, Inc., (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Maria Zannes, dated May 10,
2022 (the “Comment Letter”), with respect to the Company’s registration statement on Form S-1, filed with the
SEC on April 25, 2022 (the “Registration Statement”). The Company is concurrently submitting an amendment to the Registration
Statement (the “Amendment No. 1”), which reflects the changes discussed as part of the Company’s responses to
the Staff’s comments in this letter and other updates.

For
reference purposes, the Company’s responses are included below each of the Staff’s bolded numbered comments, the text of
which have been reproduced from the Comment Letter. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in the Amendment No. 1.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    May 25, 2022

    Page
    2

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.

RESPONSE:
The Company is aware that certain of its current shareholders have indicated an interest in purchasing shares in the offering. The
Company has amended its disclosure to address this comment. (see prospectus cover page of the Amendment No. 1)

Capitalization,
page 44

2. Please
                                            revise to place a double line below the cash line in the tabular disclosure.

RESPONSE:
The Company has revised the Registration Statement to address this comment. (see p. 44 of the Amendment No. 1).

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.

RESPONSE:
The Company has revised its disclosure to disclose that the Company’s agreement with GO2 Partners does not contain any express
termination provisions. The Company has also added disclosure discussing the material terms of the agreement with Precision Pathology
Services. Such agreement is actually styled as a “Joint Development Agreement” and the disclosure has been revised to reflect
that. The agreement is filed as an exhibit to Amendment No. 1. (see p. 62 and Exhibit 10.8 of the Amendment No. 1)

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    May 25, 2022

    Page
    3

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.

RESPONSE:
We note Instruction 2 to Item 404(d) and the Company has revised the disclosure to include transactions occurring during the year
ended December 31, 2020. (see p. 98 of the Amendment No. 1)

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.

RESPONSE:
The Company has revised the Registration Statement to address this comment. (see p. 104 of the Amendment No. 1)

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).

RESPONSE:
The Company has revised the Registration Statement to address this comment. (see Note 7 to the Financial Statements on p. F-31 of
the Amendment No. 1)

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.

RESPONSE:
The Company has revised the Registration Statement to address this comment. (see pages 5, 8, 57, and 59 of the Amendment No. 1)

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    May 25, 2022

    Page
    4

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 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.

RESPONSE:
The 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 mentioned in the Staff’s comment above are not the warrants that were issued
by the Company in connection with the Bridge Notes. The Company has revised the filing fee table to clarify. (see Exhibit 107 to the
Amendment No. 1)

However,
we also want to point out that Amendment No. 1 has been separately revised to reflect that the Company is now planning to register Units
consisting of one share of the Company’s Common Stock and one warrant to purchase a share of the Company’s Common Stock at
an exercise price equal to 120% of the public offering price.

*          *          *

Thank
you for your review and consideration of the matters set forth in this Response and in the Amendment No. 1. If you have any questions,
please contact the undersigned at (210) 554-5414 or wliebmann@dykema.com.

    Sincerely,

    Dykema Gossett PLLC

    /s/ Wilhelm E. Liebmann

    Wilhelm E. Liebmann, Esq.

    cc:
    Maria Zannes

    Chief Executive Officer

    bioAffinity Technologies, Inc.

California
| Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

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.

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 May 10, 2022 Page 2
 FirstName LastNameMaria Zannes
bioAffinity Technologies, Inc.
May 10, 2022
Page 2
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

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 May 10, 2022 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Trade & Services
cc:       Wilhelm E. Liebmann, Esq.

CORRESP
1
filename1.htm

    Dykema
                                            Gossett PLLC

    Weston
    Centre

    112
    E. Pecan Street, Suite 1800

    San
    Antonio, TX 78205

    www.dykema.com

    Tel:
    (210) 554-5500

    Fax:
    (210) 226-8395

    Wilhelm
                                            E. Liebmann

    Direct
    Dial: (210) 554-5414

    Direct
    Fax: (866) 396-5213

    Email:
    WLiebmann@dykema.com

    April
    25, 2022
    VIA
    EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Trade & Services

100
F Street, N.E. Washington, D.C. 20549

Attention:
Taylor Beech and Katherine Bagley

    Re:
    bioAffinity
    Technologies, Inc.

    Draft
    Registration Statement on Form S-1

    Submitted
    February 14, 2022

    CIK
    No. 0001712762

Dear
Ms. Beech and Ms. Bagley:

This
response letter (this “Response”) is submitted on behalf of bioAffinity Technologies, Inc., (the “Company”)
in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Ms. Maria Zannes, dated March
15, 2022 (the “Comment Letter”), with respect to the Company’s draft registration statement on Form S-1, submitted
to the SEC on February 14, 2022 (the “Registration Statement”). The Company is concurrently submitting a live, non-confidential
filing of its Registration Statement (the “Live Filing”), which reflects the changes discussed as part of the Company’s
responses to the Staff’s comments in this letter and other updates.

For
reference purposes, the Company’s responses are included below each of the Staff’s bolded numbered comments, the text of
which have been reproduced from the Comment Letter. All capitalized terms used but not defined in this Response have the meanings ascribed
to them in the Live Filing.

The
responses below are based on information provided to Dykema Gossett PLLC by the Company.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    April
    25, 2022

    Page
    2

Draft
Registration Statement on Form S-1 Submitted February 14, 2022

Cover
Page

1. We
                                            note your disclosure that your officers and directors will control 70% of the voting power
                                            of your common stock. Please disclose this on your prospectus cover and in your prospectus
                                            summary.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see prospectus cover and p. 10).

Prospectus
Summary

Overview,
page 1

2. We
                                            note your disclosure that you intend to “seek approval by the FDA for the nationwide
                                            launch of the CyPath Lung product as a lung cancer diagnostic.” Please revise this
                                            section and your Business section to prominently clarify whether you are seeking FDA approval
                                            of your product as a medical device and specify which FDA approval path you will pursue.
                                            Clearly state what stage of the FDA approval process you are at currently and your expected
                                            timeframe for approval. Provide comparable disclosure for your statement that you “will
                                            launch CyPath Lung as a CE-marked in vitro diagnostic test in the European Union.”

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 8 and p. 56).

3. Explain
                                            the difference between “a limited market launch of CyPath Lung as an LDT under the
                                            Clinical Laboratory Improvement Amendments program administered by the Centers for Medicare
                                            and Medicaid Services and guidelines issued by the College of American Pathologists”
                                            and the “the nationwide launch of the CyPath Lung product as a lung cancer diagnostic”
                                            upon FDA approval that you will seek in Phase 3 of your commercialization strategy, including
                                            how the FDA approval will impact your business.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 8 and p. 56).

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    April
    25, 2022

    Page
    3

4. We
                                            note the following statements throughout this section and your Business section:

    ●
    “CyPath
    Lung is a well-balanced, accurate test, with both high specificity and sensitivity;”

    ●
    “CyPath
    Lung is accurate;”

    ●
    “We
    developed an automated platform that utilized machine learning to produce high-throughput, user-friendly and accurate analysis of
    flow cytometric sample data;” and

    ●
    “The
    Company has developed a proprietary platform technology for in vitro diagnostics, the first of which is a highly accurate, noninvasive
    test for early detection of lung cancer.

As
you indicate you are in the process of seeking “FDA approval” for CyPath Lung, and efficacy determinations are solely within
the FDA’s authority and they continue to be evaluated throughout all phases of clinical trials, please remove these and any similar
references in your prospectus. You may present objective data resulting from your pre-clinical trials or studies without including conclusions
related to efficacy.

RESPONSE:
The Company has revised the Registration Statement to address this comment. Conclusory statements concerning the efficacy of CyPath
Lung have been eliminated throughout the Live Filing and objective data has been included.

5. We
                                            note that you refer to CyPath Lung as a “product” and you refer to your other
                                            technologies in development as “product candidates.” Given CyPath Lung has not
                                            been approved by the FDA, please tell us why it is appropriate to refer to it as a “product”
                                            in this context.

RESPONSE:
The Company has revised the Registration Statement to address this comment. CyPath® Lung is now referred to throughout
the Live Filing as a “test” rather than as a “product.”

6. Please
                                            ensure that where you present data from your clinical trials, here and 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.

RESPONSE:
The Company has revised the Registration Statement to address this comment.

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    April
    25, 2022

    Page
    4

7. We
                                            note your statement that “CyPath Lung has the potential to dramatically increase overall
                                            diagnostic accuracy of lung cancer.” Please specify what you mean by “dramatically”
                                            increase diagnostic accuracy.

RESPONSE:
The Company has revised the Registration Statement to address this comment. The word “dramatically” has been removed
and additional supporting information about the potential economic and diagnostic impact of CyPath® Lung has been added in a new
Appendix I beginning on p. 116.

8. Your
                                            prospectus summary should provide a balanced discussion of your business. Therefore, please
                                            amend your prospectus summary to include disclosure, as you do on page 46, discussing that,
                                            since your inception in 2014, you have generated no revenue from product sales and have funded
                                            your operations principally through private sales of your equity or debt securities. Please
                                            also discuss your working capital deficit.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 2).

Business
Strategies, page 8

9. Please
                                            revise the discussion here and in your Business section to explain in greater detail your
                                            plans for obtaining coverage and reimbursement for CyPath Lung as a lung cancer diagnostic
                                            in the U.S., and the EU. Please also specify the timeframe in which you intend to complete
                                            each phase of your commercialization plan.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 8 and p. 63).

The
Offering, page 10

10. We
                                            note your disclosure regarding the voting rights of your Series A Preferred Stock and that
                                            so long as 30% of the Series A Preferred Stock shares remain outstanding, the holders of
                                            your Series A Preferred Stock, will be entitled to elect one director of the Company. Please
                                            clarify whether the Series A Preferred Stock will convert into common stock in connection
                                            with the IPO and whether the director designation right will continue after your IPO. Please
                                            make similar clarifications in your Description of Capital Stock on page 87 when describing
                                            your Series A Preferred Stock and on page 76 where you state that Mr. Rubin serves as the
                                            director elected by the holders of your Series A Preferred Stock. Finally, to the extent
                                            the director designation right will continue after your IPO, describe the same on your prospectus
                                            cover page.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see the prospectus cover, p. 10 and p. 87).

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    April
    25, 2022

    Page
    5

Underwriters’
Compensation, page 10

11. We
                                            note your disclosure that “the underwriters will receive an underwriting discount equal
                                            to nine percent (9.0%) (subject to reduction) of the offering price of the shares in the
                                            Offering.” Please briefly describe the circumstances under which the discount is “subject
                                            to reduction.” Please also briefly describe the “certain liabilities” for
                                            which you will reimburse the underwriters.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 10).

Use
of Proceeds, page 42

12. We
                                            note your disclosure that you intend to use the proceeds from this offering for working capital
                                            and for general corporate purposes, which may include product development. To the extent
                                            you plan to use a material portion of the proceeds to fund the development of CyPath Lung,
                                            please specify how far in the clinical development for each phase you plan to reach with
                                            the proceeds from this offering.

RESPONSE:
The Company has revised the Registration Statement to address this comment (see p. 44).

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 47

13. To
                                            the extent material, please revise this section to quantify and describe the impact of the
                                            COVID-19 pandemic on your business. Please make conforming updates to your risk factor on
                                            page 32.

RESPONSE:
The Company has revised the MD&A in the Registration Statement to address this comment (see p. 50) and has made conforming updates
to the applicable risk factor (see p. 32).

Company
Overview

Product
Development, page 47

14. Most
                                            of the disclosures in this section are a description of your product which are also contained
                                            in the Prospectus Summary and Business sections. Please consider revising MD&A to eliminate
                                            this product description and focus the disclosures on your results of operations.

RESPONSE:
The Company has revised the MD&A in the Registration Statement to address this comment.

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    U.S.
                                            Securities and Exchange Commission

    Division
    of Corporate Finance

    April
    25, 2022

    Page
    6

Business,
page 54

15. Please
                                            revise this section to include a discussion of the effect of existing or probable governmental
                                            regulations on your business, including any government approvals you need, such as the Clinical
                                            Laboratory Improvement Amendments program administered by the Centers for Medicare and Medicaid
                                            Services, guidelines issued by the College of American Pathologists, FDA approval, and CE-marking
                                            approval. Your disclosure should include applicable regulations in your targeted markets.
                                            Refer to Item 101(h)(4)(viii) and (ix) of Regulation S-K.

RESPONSE:
The Company has revised the Registration Statement to address this comment by adding an extensive section on government regulation
(see p. 74).

16. We
                                            note your disclosure that you have entered into agreements with Smiths Medical to provide
                                            Smiths Medical’s acapella device with CyPath Lung, with GO2 Partners for kitting, warehousing
                                            and distributing patient collection kits, and that you have licensed your intellectual property
                                            associated with CyPath Lung to Precision Pathology Services to offer the test for sale. Please
                                            describe the material terms of these

United States securities and exchange commission logo
March 15, 2022
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
22211 W Interstate 10
Suite 1206
San Antonio, Texas 78257
Re:bioAffinity Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2022
CIK No. 0001712762
Dear Ms. Zannes:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted February 14, 2022
Cover Page
1.We note your disclosure that your officers and directors will control 70% of the voting
power of your common stock.  Please disclose this on your prospectus cover and in your
prospectus summary.
Prospectus Summary
Overview, page 1
2.We note your disclosure that you intend to "seek approval by the FDA for the nationwide
launch of the CyPath Lung product as a lung cancer diagnostic."  Please revise this section

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 March 15, 2022 Page 2
 FirstName LastName
Maria Zannes
bioAffinity Technologies, Inc.
March 15, 2022
Page 2
and your Business section to prominently clarify whether you are seeking FDA approval
of your product as a medical device and specify which FDA approval path you will
pursue.  Clearly state what stage of the FDA approval process you are at currently and
your expected timeframe for approval.  Provide comparable disclosure for your statement
that you "will launch CyPath Lung as a CE-marked in vitro diagnostic test in the
European Union."
3.Explain the difference between "a limited market launch of CyPath Lung as an LDT under
the Clinical Laboratory Improvement Amendments program administered by the Centers
for Medicare and Medicaid Services and guidelines issued by the College of American
Pathologists" and the "the nationwide launch of the CyPath Lung product as a lung cancer
diagnostic" upon FDA approval that you will seek in Phase 3 of your commercialization
strategy, including how the FDA approval will impact your business.
4.We note the following statements throughout this section and your Business section:

•"CyPath Lung is a well-balanced, accurate test, with both high specificity and
sensitivity;"

•"CyPath Lung is accurate;"

•"We developed an automated platform that utilized machine learning to produce
high-throughput, user-friendly and accurate analysis of flow cytometric sample data;"
and

•"The Company has developed a proprietary platform technology for in vitro
diagnostics, the first of which is a highly accurate, noninvasive test for early detection
of lung cancer."

As you indicate you are in the process of seeking "FDA approval" for CyPath Lung, and
efficacy determinations are solely within the FDA's authority and they continue to be
evaluated throughout all phases of clinical trials, please remove these and any similar
references in your prospectus.  You may present objective data resulting from your pre-
clinical trials or studies without including conclusions related to efficacy.
5.We note that you refer to CyPath Lung as a "product" and you refer to your other
technologies in development as "product candidates."  Given CyPath Lung has not been
approved by the FDA, please tell us why it is appropriate to refer to it as a "product" in
this context.
6.Please ensure that where you present data from your clinical trials, here and 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.

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 March 15, 2022 Page 3
 FirstName LastName
Maria Zannes
bioAffinity Technologies, Inc.
March 15, 2022
Page 3
7.We note your statement that "CyPath Lung has the potential to dramatically increase
overall diagnostic accuracy of lung cancer."  Please specify what you mean by
"dramatically" increase diagnostic accuracy.
8.Your prospectus summary should provide a balanced discussion of your business.
Therefore, please amend your prospectus summary to include disclosure, as you do on
page 46, discussing that, since your inception in 2014, you have generated no revenue
from product sales and have funded your operations principally through private sales of
your equity or debt securities.  Please also discuss your working capital deficit.
Business Strategies, page 8
9.Please revise the discussion here and in your Business section to explain in greater detail
your plans for obtaining coverage and reimbursement for CyPath Lung as a lung cancer
diagnostic in the U.S., and the EU.  Please also specify the timeframe in which you intend
to complete each phase of your commercialization plan.
The Offering, page 10
10.We note your disclosure regarding the voting rights of your Series A Preferred Stock and
that so long as 30% of the Series A Preferred Stock shares remain outstanding, the holders
of your Series A Preferred Stock, will be entitled to elect one director of the Company.
Please clarify whether the Series A Preferred Stock will convert into common stock in
connection with the IPO and whether the director designation right will continue after
your IPO.  Please make similar clarifications in your Description of Capital Stock on page
87 when describing your Series A Preferred Stock and on page 76 where you state that
Mr. Rubin serves as the director elected by the holders of your Series A Preferred
Stock.  Finally, to the extent the director designation right will continue after your IPO,
describe the same on your prospectus cover page.
Underwriters' Compensation, page 10
11.We note your disclosure that "the underwriters will receive an underwriting discount equal
to nine percent (9.0%) (subject to reduction) of the offering price of the shares in the
Offering."  Please briefly describe the circumstances under which the discount is "subject
to reduction."  Please also briefly describe the "certain liabilities" for which you will
reimburse the underwriters.
Use of Proceeds, page 42
12.We note your disclosure that you intend to use the proceeds from this offering for working
capital and for general corporate purposes, which may include product development.  To
the extent you plan to use a material portion of the proceeds to fund the development of
CyPath Lung, please specify how far in the clinical development for each phase you plan
to reach with the proceeds from this offering.

 FirstName LastNameMaria Zannes
 Comapany NamebioAffinity Technologies, Inc.
 March 15, 2022 Page 4
 FirstName LastNameMaria Zannes
bioAffinity Technologies, Inc.
March 15, 2022
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
47
13.To the extent material, please revise this section to quantify and describe the impact of the
COVID-19 pandemic on your business.  Please make conforming updates to your risk
factor on page 32.
Company Overview
Product Development, page 47
14.Most of the disclosures in this section are a description of your product which are also
contained in the Prospectus Summary and Business sections.  Please consider revising
MD&A to eliminate this product description and focus the disclosures on your results of
operations.
Business, page 54
15.Please revise this section to include a discussion of the effect of existing or probable
governmental regulations on your business, including any government approvals you
need, such as the Clinical Laboratory Improvement Amendments program administered
by the Centers for Medicare and Medicaid Services, guidelines issued by the College of
American Pathologists, FDA approval, and CE-marking approval.  Your disclosure should
include applicable regulations in your targeted markets.  Refer to Item 101(h)(4)(viii) and
(ix) of Regulation S-K.
16.We note your disclosure that you have entered into agreements with Smiths Medical to
provide Smiths Medical’s acapella device with CyPath Lung, with GO2 Partners for
kitting, warehousing and distributing patient collection kits, and that you have licensed
your intellectual property associated with CyPath Lung to Precision Pathology Services to
offer the test for sale.  Please describe the material terms of these agreements in this
section and file the agreements as exhibits to your registration statement.  Alternatively,
tell us why you are not required to do so.  Refer to Item 601(b)(10) of Regulation S-K.
The Competition for CyPath Lung, page 62
17.We note your disclosure that your 2022 competitive analysis showed CyPath Lung to be
the most accurate test on the market.  Please disclose whether you conducted head-to-head
trials of CyPath Lung and each of its competitors, and if not, tell us why this statement is
appropriate.
18.As a related matter, please provide support for your statements about your competitors
clinical trials.
bioAffinity Technologies' Diagnostic Product Pipeline, page 65
19.Please revise your pipeline chart to include a column for each phase of the FDA approval
process.  In addition, clarify what you mean by "clinical validation."  Make conforming

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edits where you state that Precision Pathology Services has "fully validated"
CyPath Lung.
Our Employees, page 72
20.Disclose the number of total employees and number of full-time employees.  Refer to Item
101(h)(4)(xii) of Regulation S-K.
Limitations on Director and Officer Liability and Indemnification, page 80
21.Please amend your risk factor disclosure to include a risk factor describing the limitations
on director and officer liability and indemnification discussed here, and related risks to
investors.  Please also amend your risk factor disclosure to provide a risk factor discussing
the anti-takeover effects discussed on page 89.
Executive Compensation
Grants of Plan-Based Awards, page 83
22.Please revise this table to include the columns and disclosure required by Item 402(d) of
Regulation S-K.
Outstanding Equity Awards as of December 31, 2021, page 83
23.Please revise this table to include the stock awards described elsewhere in your filing.
Refer to Item 404(p) of Regulation S-K.
Director Compensation, page 84
24.We note your disclosure that you issued 50,000 options to each of Robert Anderson,
Steven Girgenti, Peter Knight, Mohsin Meghji, Gary Rubin, and Maria Zannes as part of
their director compensation.  Please provide the table required by Item 402(r), including
the disclosure required by Item 402(r)(2)(iv) with respect to these option grants.
Principal Stockholders, page 84
25.Please revise the beneficial ownership table to reflect the impact of this offering.  Refer to
Item 201(b)(2) of Regulation S-K.  Please also revise footnote 10 to the table to identify
the natural persons who hold voting or dispositive control over the shares beneficially
owned by The Harvey Sandler Revocable Trust.
Certain Relationships and Related Party Transactions, page 86
26.Please revise the notes to your financial statements to disclose the nature and significant
terms of these related party transactions or explain why you do not believe this is
required.  Refer to the guidance in ASC 850-10-50-1.
27.Please include the disclosure required by Item 404(b) of Regulation S-K.

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28.In an appropriate place in your filing, please provide an estimate of the number of shares
into which each note discussed in this section will automatically convert upon completion
of this offering.
Consolidated Balance Sheet, page F-17
29.Please revise to disclose in the notes to the financial statements the breakout and other
relevant information for prepaid expenses and other current assets, and other assets.  Make
corresponding revisions to the notes to the interim financial statements, if material.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Fair Value of Financial Instruments, page F-24
30.You disclose on page F-27 that you account for the convertible notes payable at fair
value.  Please revise to include all required disclosures under ASC 820-10-50.  Make
corresponding changes to the notes to the interim financial statements.
Note 8. Convertible Preferred Stock and Stockholders' Deficit
Common Stock, page F-29
31.Please revise to disclose the pertinent rights and privileges of common stock.  Refer to
ASC 505-10-50-3.
Note 9. Stock-Based Compensation, page F-29
32.Please revise to disclose the requisite service period and the maximum contractual term of
the options granted under your equity incentive plan.  Refer to ASC 718-10-50-2(a).
General
33.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

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Maria Zannes
bioAffinity Technologies, Inc.
March 15, 2022
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            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Wilhelm E. Liebmann, Esq.