WallachBeth Capital Announces bioAffinity Technologies Approximately $4 Million Registered Direct Financing of Common Stock and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules

Concurrent warrants cover up to 980,072 shares, with exercise dependent on stockholder approval.

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF) entered a definitive agreement with an institutional investor for financing expected to raise approximately $4 million. The registered direct offering is priced at-the-market under Nasdaq rules, at $6.122 per common share or $6.115 per pre-funded warrant, which has a $0.007 exercise price.

A concurrent private placement includes warrants to purchase up to 980,072 shares at $6.122 per share. These warrants become exercisable following stockholder approval and expire five years from that approval. Closing is expected on or about October 9, 2026, subject to customary closing conditions. Expected gross proceeds exclude placement agent fees and other offering expenses. The company intends to use net proceeds for working capital, supporting expected growing sales of its CyPath Lung cancer test, and general corporate purposes. WallachBeth Capital is sole placement agent.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Financing is expected to provide approximately $4 million in gross proceeds to bioAffinity. 1.1× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are intended to support expected growing CyPath Lung sales.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Common shares at $6.122 or pre-funded warrants at $6.115, exercisable at $0.007, add dilution exposure.
• Minor point. Forward-looking: it has not happened yet and may not happen.Concurrent warrants add potential dilution of up to 980,072 shares at a $6.122 exercise price.
• Minor pointConcurrent warrant exercise requires stockholder approval; warrants expire five years from that approval.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses reduce proceeds available to bioAffinity.

News Explained

At the last reported quarterly operating-cash-use rate, expected gross proceeds of $4 million equal 113.7 historical days of operating cash use, before fees and expenses.

The financing remains pending closing; if completed, any new shares issued directly or on warrant exercise would reduce existing holders’ percentage ownership, absent offsetting changes, while private-placement warrant exercise depends on stockholder approval.

At the last reported quarterly operating-cash-use rate, the expected $4 million gross proceeds equal 113.7 days of historical operating cash use, before placement-agent fees and other expenses.

Sources and calculations

• bioAffinity Technologies financing announcement (2026-10-08)
• Dilution definition (undated)
• Second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $4,000,000 / ($3,201,104 / 91) = 113.7 days

Key Figures

Expected gross proceeds: Approximately $4 million Common stock purchase price: $6.122 per share Pre-funded warrant purchase price: $6.115 per warrant +5 more

Expected gross proceeds

Approximately $4 million

Before placement agent fees and other offering expenses

Common stock purchase price

$6.122 per share

Registered direct offering

Pre-funded warrant purchase price

$6.115 per warrant

In lieu of common stock

Warrants offered

Up to 980,072 shares

Concurrent private placement

Warrant exercise price

$6.122 per share

Warrants in concurrent private placement

Pre-funded warrant exercise price

$0.007 per share

Common stock issuable upon exercise

Warrant expiration

Five years

From the date of stockholder approval

Expected offering closing

On or about October 9, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, private placement, pre-funded warrants, shelf registration statement, +1 more

5 terms

registered direct offering financial

"in a registered direct offering priced at-the-market under Nasdaq rules"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"in a concurrent private placement the Company will sell warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"The pre-funded warrants will have an exercise price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A prospectus supplement describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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JERSEY CITY, N.J., Oct. 8, 2026 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced that bioAffinity Technologies, Inc. (NASDAQ: BIAF, BIAFW) a biotechnology company developing noninvasive healthcare solutions for the early detection and monitoring of lung disease, has entered into a definitive agreement with an institutional investor to sell shares of common stock (or pre-funded warrants in lieu thereof) at a purchase price of $6.122 (or $6.115 per pre-funded warrant), in a registered direct offering priced at-the-market under Nasdaq rules.

Additionally in a concurrent private placement the Company will sell warrants to purchase up to an aggregate 980,072 shares of common stock at an exercise price of $6.122 per share. The pre-funded warrants will have an exercise price of $0.007 per share of common stock, and the warrants will have an exercise price of $6.122 per share, will be exercisable following stockholder approval, and will expire five years from the date of stockholder approval. The closing of the offering is expected to occur on or about October 9, 2026, subject to the satisfaction of customary closing conditions.

WallachBeth Capital, LLC is acting as sole placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $4 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, to support expected growing sales for CyPath® Lung, its noninvasive test for lung cancer, and general corporate purposes.

The common stock described above is being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-275608) previously filed with the U.S. Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on November 27, 2023. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement describing the terms of the proposed registered direct offering and accompanying prospectus will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at https://www.sec.gov or by contacting WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1-646-237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About WallachBeth Capital LLC:

WallachBeth Capital offers a robust range of capital markets and investment banking services to the healthcare community, connecting corporate clients with leading institutions, supporting issuers and investors in achieving their financial goals. The firm's experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions and ATM's.

Forward-Looking Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company's ability to close the offering when anticipated, and other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. While the Company believes these forward-looking statements are reasonable, readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The information in this release is provided only as of the date of this release, and the Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

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SOURCE WallachBeth Capital LLC

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is bioAffinity Technologies raising, and what is the offering price?

bioAffinity expects approximately $4 million in gross proceeds, before placement agent fees and other offering expenses. The registered direct offering price is $6.122 per common share or $6.115 per pre-funded warrant. Each pre-funded warrant has a $0.007 per-share exercise price.

When is bioAffinity Technologies expected to close the financing?

The financing is expected to close on or about October 9, 2026, subject to satisfaction of customary closing conditions.