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

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 brings in estimated $4.0 million gross but creates potential dilution through 8,462,027 pre-funded-warrant shares.

The August 14, 2026 release reports that bioAffinity Technologies closed the placement, bringing estimated gross proceeds of $4.0 million before fees while allowing the pre-funded warrants to add 8,462,027 common shares and reduce existing holders’ percentage ownership if exercised, absent offsetting changes.

A pre-funded warrant converts into common stock on exercise after being sold near the share price with a nominal exercise price; under the disclosed mechanics, the potential ownership effect is tied to conversion rather than an immediate increase in common shares.

The gross proceeds equal 112.5 days of the last reported quarterly operating cash use, while cash and equivalents at June 30, 2026 equaled 68.3 days on the same basis.

The named resolution points are stockholder approval before the accompanying warrants become exercisable and an effective resale registration statement or applicable exemption for the underlying shares.

Sources and calculations

• bioAffinity Technologies private placement closing release (2026-08-14)
• Dilution definition (undated)
• Pre-funded warrant definition (undated)
• bioAffinity Technologies second-quarter 2026 fundamentals (2026Q2)

• Offering gross vs quarterly operating cash outflow, in days of cash use $4,000,000 / ($3,201,104 / 90) = [object Object]
• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,429,719 / ($3,201,104 / 90) = [object Object]

Market reaction after private placement closing: BIAF +4.88%

+4.88% $0.40 2.8x vol

15m delay

+4.88% Vs previous close

$0.40 Last Price

$0.38 $0.41 Day Range

$3.36M Market Cap

2.8x Rel. Volume

Following this news, BIAF has gained 4.88%, reflecting a moderate positive market reaction. Our momentum scanner has triggered 5 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $0.40. Trading volume is elevated at 2.8x the average, suggesting notable buying interest.

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

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

8 metrics

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 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 13	Private placement pricing	Negative	-19.0%	Priced $4.0 million private placement with shares and accompanying warrants
Aug 13	Private placement pricing	Negative	-19.0%	Announced institutional financing with shares, pre-funded warrants and additional warrants
Oct 21	Offering closing	Negative	+2.1%	Closed $2.6 million registered direct offering and concurrent private placement
Oct 21	Offering closing	Negative	+2.1%	Closed $2.6 million financing with shares and five-year warrants
Oct 18	Offering pricing	Negative	-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.

Pattern Detected

Tag-specific offering history was mixed but skewed negative, with three negative reactions and a tag-specific average move of -13.5%.

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.

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

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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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/wallachbeth-capital-announces-closing-of-bioaffinity-technologies-4m-private-placement-offering-priced-at-the-market-under-nasdaq-rules-302851962.html

SOURCE WallachBeth Capital LLC

FAQ

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.