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

bioAffinity Technologies (Nasdaq: BIAF) closed a previously announced private placement of pre-funded warrants, priced at-the-market under Nasdaq rules, to purchase an aggregate of 8,462,027 shares of common stock.

Rhea-AI Summary

bioAffinity Technologies (Nasdaq: BIAF) closed a previously announced private placement of pre-funded warrants, priced at-the-market under Nasdaq rules, to purchase an aggregate of 8,462,027 shares of common stock. Each pre-funded warrant and accompanying two warrants has a combined effective offering price of $0.4657.

The pre-funded warrants have an exercise price of $0.007 per share. The accompanying warrants have an initial exercise price of $0.4727 per share, become exercisable following stockholder approval, and expire five years from issuance. According to bioAffinity, gross proceeds are estimated at $4.0 million before fees, and the company will provide customary registration rights for the underlying shares.

Positive

• $4.0 million estimated gross proceeds from private placement before fees
• Pre-funded warrants exercisable at a nominal $0.007 per share
• Investor warrants have a five-year term, potentially supporting longer-term capital access
• Customary registration rights granted for warrant-share underlying common stock

Negative

• Potential dilution from pre-funded warrants for 8,462,027 shares plus additional warrants
• Net proceeds will be lower than $4.0 million after placement agent fees and expenses
• Warrants only exercisable after stockholder approval, adding timing uncertainty for full capital realization

News Explained

The closed financing can dilute existing holders while gross proceeds equal 113.7 days of the latest reported operating cash use.

With the private placement now closed, exercising the pre-funded warrants would add up to $8,462,027 common shares, reducing existing holders’ percentage ownership absent offsetting changes.

A pre-funded warrant is sold near the full share price with a nominal exercise price and converts into shares when exercised; here, the stated exercise price is $0.007 per share.

The offering’s estimated $4.0 million gross proceeds are before fees, while the latest supplied balance-sheet record showed $2,429,719 of cash and equivalents at June 30, 2026.

At the last reported quarterly operating-cash-use rate, the gross proceeds equal 113.7 days of that historical use.

Sources and calculations

• bioAffinity Technologies private placement closing release (2026-08-14)
• Dilution definition (undated)
• Pre-funded warrant 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

Argus Aug 14 session 7 alerts

+4.99% close to close 7.2x rel. volume Open Argus

Details

Market reaction after private placement closing: BIAF +4.99% in the Aug 14 session

+3.8% Peak in 7 hr 16 min

$3.46M Market Cap

In the Aug 14 session, BIAF gained 4.99%, reflecting a moderate positive market reaction. Argus tracked a peak move of +3.8% during that session. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility. Trading volume was exceptionally heavy at 7.2x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The tag-specific record showed an average move of -13.5% across five offerings, while current short ...

Analysis

The tag-specific record showed an average move of -13.5% across five offerings, while current short positioning was characterized as low. The financing supplied capital, but warrant terms and resale registration remain relevant risks to monitor.

Key Figures

Gross proceeds: $4.0 million Pre-funded warrants: 8,462,027 shares Combined offering price: $0.4657 +5 more

Gross proceeds

$4.0 million

Private placement before fees and offering expenses

Pre-funded warrants

8,462,027 shares

Aggregate shares underlying pre-funded warrants

Combined offering price

$0.4657

Per pre-funded warrant and accompanying two warrants

Pre-funded warrant exercise price

$0.007 per share

Exercise price for common stock

Warrant exercise price

$0.4727 per share

Initial exercise price for accompanying warrants

Warrant term

Five years

Expiration from date of issuance

Accompanying warrants

Two warrants

Issued with each pre-funded warrant

Securities Act

1933

Private placement exemption disclosure

Previous Private placement,offering Reports

5 past events · Latest: Aug 13

Same Type 5 events

1. Aug 13

   Private placement pricing

   24h Move

   -19.0%

   Priced $4.0 million private placement with shares and accompanying warrants

2. Aug 13

   Private placement pricing

   24h Move

   -19.0%

   Announced institutional financing with shares, pre-funded warrants and additional warrants

3. Oct 21

   Offering closing

   24h Move

   +2.1%

   Closed $2.6 million registered direct offering and concurrent private placement

4. Oct 21

   Offering closing

   24h Move

   +2.1%

   Closed $2.6 million financing with shares and five-year warrants

5. Oct 18

   Offering pricing

   24h Move

   -33.8%

   Priced $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.

Key Terms

pre-funded warrants, at-the-market, regulation d, section 4(a)(2), +1 more

5 terms

pre-funded warrants financial

"purchase and sale of pre-funded warrants to purchase an aggregate of 8,462,027 shares"

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.

at-the-market financial

"private placement priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

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.

section 4(a)(2) regulatory

"under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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.

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JERSEY CITY, N.J., Aug. 14, 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 closed its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale of pre-funded warrants to purchase an aggregate of 8,462,027 shares of common stock. 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 initial 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.

WallachBeth Capital LLC acted 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.

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SOURCE WallachBeth Capital LLC

FAQ

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

What did bioAffinity Technologies (NASDAQ: BIAF) announce on August 14, 2026?

bioAffinity Technologies announced the closing of a previously announced private placement raising an estimated $4.0 million in gross proceeds. According to bioAffinity, the financing involved pre-funded warrants and accompanying warrants to purchase an aggregate of 8,462,027 shares of common stock, priced at-the-market under Nasdaq rules.

What are the key terms of bioAffinity Technologies’ $4M private placement (BIAF)?

The private placement consists of pre-funded warrants and accompanying warrants with a combined effective offering price of $0.4657. According to bioAffinity, the transaction is expected to generate approximately $4.0 million in gross proceeds before placement agent fees and other offering expenses, subject to definitive documentation terms.

What are the exercise prices and durations of the BIAF warrants issued in August 2026?

The pre-funded warrants have an exercise price of $0.007 per share, while the accompanying warrants are initially exercisable at $0.4727 per share. According to bioAffinity, the accompanying warrants will be exercisable following stockholder approval and will expire five years from the date of issuance.

How many shares could be issued from bioAffinity Technologies’ August 2026 private placement (BIAF)?

The pre-funded warrants relate to an aggregate of 8,462,027 shares of common stock. According to bioAffinity, investors also receive accompanying warrants, which, if exercised, would increase the total number of shares issued, subject to exercise conditions and stockholder approval requirements.

Is bioAffinity Technologies’ August 2026 private placement (BIAF) a registered offering?

No, the offering is being made as a private placement under Section 4(a)(2) and/or Regulation D of the Securities Act. According to bioAffinity, the securities are unregistered and may be resold only under an effective registration statement or a valid exemption from registration.

Will the shares underlying the BIAF warrants from August 2026 be registered for resale?

Yes, bioAffinity plans to provide customary registration rights for the common shares underlying the warrants. According to bioAffinity, these rights will be governed by definitive transaction documents and would facilitate potential resale of the underlying shares once registered.