WallachBeth Capital Announces Closing of bioAffinity Technologies $3.25m Offering

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF) has completed a $3.25 million best efforts offering of securities. The offering included 10,156,250 shares of Common Stock (or pre-funded warrants) and warrants to purchase up to 15,234,375 shares of Common Stock (May 2025 Warrants) at a combined public offering price of $0.32 per share and accompanying warrant. WallachBeth Capital LLC served as the sole placement agent for this offering. The offering was conducted through a registration statement on Form S-1 that was previously filed and declared effective by the SEC.

Positive

• Raised $3.25 million in gross proceeds to strengthen the company's financial position

Negative

• Significant shareholder dilution due to the issuance of over 10 million new shares and warrants for additional 15.2 million shares
• Low offering price of $0.32 per share indicates weak market conditions or investor interest

Insights

Capital Markets Specialist

bioAffinity secured $3.25M through a dilutive offering at $0.32/share with significant warrant coverage, likely extending runway but heavily diluting shareholders.

bioAffinity Technologies has completed a $3.25 million capital raise through a best efforts offering that carries significant dilution implications. The transaction structure reveals important details about the company's current financial position and investor sentiment:

The offering price of $0.32 per share is noteworthy, as is the substantial warrant coverage. For each share purchased, investors received warrants to buy approximately 1.5 additional shares, indicating they required significant sweeteners to participate in this financing round.

The structure - 10,156,250 common shares (or pre-funded warrants) plus warrants for an additional 15,234,375 shares - represents a particularly dilutive arrangement. The pre-funded warrants suggest some investors wanted economic exposure without immediately triggering ownership thresholds.

For an early-stage cancer diagnostic company, securing additional runway is critical as development and regulatory approval processes are lengthy and capital-intensive. However, this offering appears to have come at a substantial cost to existing shareholders in terms of potential dilution.

The use of a best efforts offering rather than a firm commitment underwriting further indicates challenging market conditions for BIAF. This structure places less risk on the placement agent and typically suggests limited institutional demand at higher price points.

While the $3.25 million gross proceeds (before deducting fees and expenses) provides additional working capital for the company's noninvasive cancer detection programs, the amount raised is relatively modest for a biotech company. This suggests the capital may extend operations for a limited period rather than fully funding major development milestones.

JERSEY CITY, N.J., May 7, 2025 /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 best efforts offering of securities as described below for aggregate gross proceeds to the Company of $3.25 million, before deducting agent fees and other estimated expenses payable by the company.

The offering consisted of 10,156,250 shares (the "Shares") of our Common Stock (or pre-funded warrants), together with warrants to purchase up to 15,234,375 shares of Common Stock, (the "May 2025 Warrants"). The combined public offering price for each share of common stock (or pre-funded warrant) and accompanying May 2025 Warrant is $0.32.

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

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.

The securities described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-286921), as amended, previously filed and declared effective by the Securities and Exchange Commission (the "SEC"). 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 the registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at www.sec.gov. Electronic copies of the prospectus supplements 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.

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 Statements
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 based upon current estimates and assumptions. 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 risk factors discussed in the prospectus and the Company's Annual Report on Form 10-K for the year ended December 31, 2024, 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

How much did bioAffinity Technologies (BIAF) raise in their May 2025 offering?

bioAffinity Technologies raised $3.25 million in gross proceeds through a best efforts offering of securities.

What was the price per share for BIAF's May 2025 offering?

The combined public offering price was $0.32 per share of common stock (or pre-funded warrant) with accompanying May 2025 Warrant.

How many shares and warrants were included in BIAF's May 2025 offering?

The offering included 10,156,250 shares of Common Stock (or pre-funded warrants) and warrants to purchase up to 15,234,375 additional shares.

Who was the placement agent for BIAF's May 2025 offering?

WallachBeth Capital LLC acted as the sole placement agent for the offering.