WallachBeth Capital Announces Closing of bioAffinity Technologies $2.6 Million Registered Direct Offering & Concurrent Private Placement

Rhea-AI Summary

WallachBeth Capital announced the closing of bioAffinity Technologies' (Nasdaq: BIAF) $2.6 million registered direct offering and concurrent private placement. The offering included 2,048,294 shares of common stock at $1.30 per share and warrants to purchase up to 2,662,782 shares at $1.50 per share. The warrants will be exercisable upon stockholder approval and expire five years from that date. bioAffinity Technologies plans to use the net proceeds for general corporate purposes and working capital. WallachBeth Capital acted as the sole placement agent for the offering, which was conducted under an effective shelf registration statement. The private placement of warrants was made under exemptions from registration requirements.

Positive

• Raised $2.6 million in gross proceeds
• Offering included both common stock and warrants
• Warrants priced at $1.50, above the $1.30 share price
• Funds to be used for working capital and general corporate purposes

Negative

• Potential dilution for existing shareholders
• Warrants exercise subject to stockholder approval

JERSEY CITY, N.J., Oct. 21, 2024 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company focused on the need for noninvasive tests for the detection of early-stage cancer, has closed its previously announced registered direct offering with institutional investors for the purchase and sale of 2,048,294 shares (the "Shares") of common stock at a price of $1.30 per share and concurrent private placement of common warrants (the "Warrants") to purchase up to 2,662,782 shares of common stock at an exercise price of $1.50 per common share for gross proceeds of $2,662,782 before deducting placement agent fees and other offering expenses payable by the Company. The Warrants are initially exercisable on the date that the Company's stockholders approve the exercise of the Warrants and the issuance of the shares upon exercise thereof and will expire five years from the date of such approval.

The Company intends to use the net proceeds from the offering for general corporate purposes, including using funds for working capital..

WallachBeth Capital acted as sole placement agent for the offering. Sichenzia Ross Ference Carmel LLP is counsel to the placement agent in the offering.

The Shares of common stock were issued in a registered direct offering pursuant to an effective 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, and declared effective by the SEC on Nov. 27, 2023. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from 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. The private placement of the Warrants will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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. The firm's experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated use of proceeds from the Company's offering of securities and the expected closing of the offering. Forward-looking statements can be identified by words such as "believes," "expects," "estimates," "intends," "may," "plans," "will" and similar expressions, or the negative of these words. 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 and include the intended use of proceeds. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to risks and uncertainties included under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q filed by the Company and other reports filed with the SEC from time to time. 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

What was the size of bioAffinity Technologies' (BIAF) recent offering?

bioAffinity Technologies (BIAF) closed a $2.6 million registered direct offering and concurrent private placement.

How many shares did bioAffinity Technologies (BIAF) sell in the offering?

bioAffinity Technologies (BIAF) sold 2,048,294 shares of common stock at $1.30 per share in the registered direct offering.

What are the terms of the warrants issued by bioAffinity Technologies (BIAF)?

bioAffinity Technologies (BIAF) issued warrants to purchase up to 2,662,782 shares at an exercise price of $1.50 per share, exercisable upon stockholder approval and expiring five years from that date.

How does bioAffinity Technologies (BIAF) plan to use the proceeds from the offering?

bioAffinity Technologies (BIAF) intends to use the net proceeds for general corporate purposes, including working capital.