8-K - BIAF - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2023

BIOAFFINITY

TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41463	46-5211056
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)

22211W Interstate 10

Suite1206

SanAntonio, Texas 78257

(210)### 698-5334

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $.007 per share	BIAF	The<br> Nasdaq Stock Market LLC
Tradeable<br> Warrants to purchase Common Stock	BIAFW	The<br> Nasdaq Stock Market LLC

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On July 26, 2023, bioAffinity Technologies, Inc. (the “Company”) entered into an amendment, effective August 1, 2023 (the “Amendment”), to its employment agreement, dated February 1, 2015, with Maria Zannes, the Company’s Chief Executive Officer, to provide for the payment of an annual base salary of $260,000 effective August 1, 2023. All other terms of the employment agreement remain in full force and effect.

The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment, effective as of August 1, 2023, to Employment Agreement, dated February 1, 2015, by and between bioAffinity Technologies, Inc. and Maria Zannes
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIOAFFINITY<br> TECHNOLOGIES, INC.
By:	/s/ Maria Zannes
	Maria<br> Zannes
	President<br> and Chief Executive Officer

Dated: July 28, 2023

Exhibit 10.1

AMENDMENTTO EMPLOYMENT AGREEMENT

This Amendment, dated July 27, 2023 and effective as of August 1, 2023 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated February 1, 2015 (the “Agreement”), is entered into by and between bioAffinity Technologies Inc. (the “Company”) and Maria Zannes (the “Employee”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.

WHEREAS, the parties desire to amend the Agreement as set forth below.

NOWTHEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:

1. The first sentence of Section 4 of the Agreement is hereby deleted and replaced with the following:

“During the Employment Term, the Company shall pay Employee a base salary at the annual rate of Two Hundred Sixty Thousand Dollars ($260,000.00) per year, effective August 1, 2023, or such higher rate as may be determined from time-to-time by the Company (“Base Salary”).”

2. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

4. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of New York without regard to its choice or conflict of law principles.

[SignaturePage Follows]

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BIOAFFINITYTECHNOLOGIES INC.
By:	/s/Michael Dougherty
Name:	Michael<br> Dougherty
Title:	Chief<br> Financial Officer
	/s/ Maria Zannes
	Maria<br> Zannes

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