WallachBeth Capital Announces bioAffinity Technologies Pricing of $4M Private Placement Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

bioAffinity Technologies (Nasdaq: BIAF) entered a securities purchase agreement with an institutional investor to raise an estimated $4.0 million in gross proceeds through a private placement priced at-the-market under Nasdaq rules. The company will sell 8,462,027 shares of common stock (or pre-funded warrants in lieu thereof), together with two warrants to purchase up to an aggregate 16,924,054 shares of common stock.

The combined effective offering price is $0.4727 per share plus accompanying warrants, or $0.4657 per pre-funded warrant plus accompanying warrants. Pre-funded warrants have a $0.007 exercise price. The additional warrants carry a $0.4727 exercise price, are exercisable following stockholder approval, and expire five years after issuance. Closing is expected on or about August 14, 2026, subject to customary conditions. WallachBeth Capital is acting as sole placement agent. The unregistered securities are offered under Section 4(a)(2) and/or Regulation D, and the company will provide customary registration rights for shares underlying the warrants.

Positive

• Approximately $4.0 million gross proceeds expected from the private placement, before fees and expenses
• Offering priced at-the-market under Nasdaq rules, avoiding a disclosed discount to recent trading levels
• Issuance of up to 16,924,054 warrant shares could provide additional capital if exercised within five years

Negative

• Immediate issuance of up to 8,462,027 new shares (or pre-funded warrants) plus 16,924,054 warrant shares implies significant potential dilution
• Warrants are only exercisable following stockholder approval, introducing an additional procedural step and timing uncertainty
• Securities are unregistered and issued via private placement, limiting initial liquidity for participating investors

Market reaction after private placement offering: BIAF -16.42%

-16.42% $0.40 5.4x vol

15m delay

-16.42% Vs previous close

-22.9% Trough in 1 min

$0.40 Last Price

$0.33 $0.47 Day Range

$2.55M Market Cap

5.4x Rel. Volume

Following this news, BIAF has declined 16.42%, reflecting a significant negative market reaction. Argus tracked a trough of -22.9% from its starting point during tracking. Our momentum scanner has triggered 12 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $0.40. Trading volume is exceptionally heavy at 5.4x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The tag-matched record showed both 2.13% and -33.8% reactions to prior offerings. That comparison fr...

Analysis

The tag-matched record showed both 2.13% and -33.8% reactions to prior offerings. That comparison frames this $4.0 million private placement as a financing event with issuance risk; low short positioning is an additional risk context to monitor.

Key Figures

Shares offered: 8,462,027 shares Warrant shares: 16,924,054 shares Common-stock offering price: $0.4727 per share +5 more

8 metrics

Shares offered 8,462,027 shares Private placement

Warrant shares 16,924,054 shares Two accompanying warrants

Common-stock offering price $0.4727 per share Combined price with two warrants

Pre-funded warrant price $0.4657 per warrant Combined price with two warrants

Warrant exercise price $0.4727 per share Warrants exercisable following stockholder approval

Pre-funded warrant exercise price $0.007 per share Pre-funded warrants

Gross proceeds $4.0 million Before placement agent fees and other offering expenses

Warrant expiration Five years From the date of issuance

Previous Private placement,offering Reports

4 past events · Latest: Oct 21 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 21	offering closing	Negative	+2.1%	Company closed a $2.6 million registered direct offering and concurrent private placement.
Oct 21	offering closing	Negative	+2.1%	Company closed a $2.6 million registered direct offering and concurrent private placement.
Oct 18	offering pricing	Negative	-33.8%	Company priced a $2.66 million registered direct offering and concurrent private placement.
Oct 18	offering pricing	Negative	-33.8%	Company announced a $2.66 million registered direct offering and concurrent private placement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Tag-matched offering events were mixed, with two positive reactions of 2.13% and two negative reactions of -33.8%.

Key Terms

private placement, pre-funded warrants, regulation d, registration rights

4 terms

private placement financial

"in a private placement offering priced at-the-market under Nasdaq rules."

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 of $0.007"

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.

regulation d regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights regulatory

"The Company will provide customary registration rights for the shares"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

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

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JERSEY CITY, N.J., , Aug. 13, 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 focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with an institutional investor to sell 8,462,027 shares of common stock (or pre-funded warrants in lieu thereof), together with two warrants to purchase up to an aggregate 16,924,054 shares of common stock, in a private placement offering priced at-the-market under Nasdaq rules. The combined effective offering price for each share of common stock and accompanying two warrants to be issued is $0.4727. The combined effective offering price for each pre-funded warrant and accompanying two warrants to be issued is $0.4657.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 $0.4727 per share, will be exercisable following stockholder approval, and will expire five years from the date of issuance.

The gross proceeds to the Company from the offering are estimated to be approximately $4.0 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions.

WallachBeth Capital LLC is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company will provide customary registration rights for the shares of common stock underlying the warrants, subject to the terms of the definitive transaction documents.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/wallachbeth-capital-announces-bioaffinity-technologies-pricing-of-4m-private-placement-offering-priced-at-the-market-under-nasdaq-rules-302850940.html

SOURCE WallachBeth Capital LLC

FAQ

What are the key terms of bioAffinity Technologies (BIAF) $4 million private placement announced August 13, 2026?

bioAffinity Technologies agreed to raise about $4.0 million in gross proceeds through a private placement. According to bioAffinity Technologies, it will sell 8,462,027 shares or pre-funded warrants plus two warrants per unit, all priced at-the-market under Nasdaq rules.

How many shares and warrants are issued in the August 2026 BIAF private placement?

The deal covers 8,462,027 shares of common stock (or pre-funded warrants) and warrants for up to 16,924,054 shares. According to bioAffinity Technologies, each share or pre-funded warrant is sold with two warrants to purchase additional common stock.

What are the offering and exercise prices in the bioAffinity Technologies (BIAF) August 2026 private placement?

The combined effective price is $0.4727 per share plus warrants or $0.4657 per pre-funded warrant plus warrants. According to bioAffinity Technologies, pre-funded warrants exercise at $0.007, and the accompanying warrants exercise at $0.4727 per share.

When is the BIAF August 2026 private placement expected to close?

The private placement is expected to close on or about August 14, 2026, subject to customary closing conditions. According to bioAffinity Technologies, WallachBeth Capital is acting as sole placement agent for this institutional investor transaction.

How might the August 2026 BIAF private placement affect share dilution?

The transaction involves up to 8,462,027 new shares (or pre-funded warrants) plus 16,924,054 warrant shares. According to bioAffinity Technologies, full exercise of warrants would significantly increase the number of outstanding shares versus pre-transaction levels.

Are the securities in the August 2026 BIAF private placement registered with the SEC?

The offered securities are not registered under the Securities Act or state laws and are issued under Section 4(a)(2) and/or Regulation D. According to bioAffinity Technologies, it will provide customary registration rights for shares underlying the warrants.

Who is the placement agent for bioAffinity Technologies (BIAF) August 2026 private placement?

WallachBeth Capital is acting as the sole placement agent for the private placement. According to bioAffinity Technologies, the offering is being made to an institutional investor under a securities purchase agreement, with closing targeted around August 14, 2026.