WallachBeth Capital Announces Pricing of bioAffinity Technologies Private Placement and Concurrent Warrant Inducement Transaction for Approximately $1.2 Million in Gross Proceeds

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF), a biotechnology company focused on early-stage cancer detection, has secured approximately $1.2 million in gross proceeds through a private placement and warrant inducement transaction. The company is selling 990 shares of Series B Convertible Preferred Stock at $1,000 per share, convertible into approximately 4.3 million common shares at $0.23 per share.

The deal includes warrants to purchase about 6.7 million common shares at $0.352 per share. Additionally, an existing investor agreed to exercise warrants for 1.1 million shares at reduced prices, providing $253,000 in immediate proceeds. The transaction, managed by WallachBeth Capital, is expected to close around August 14, 2025. Proceeds will support working capital and general corporate purposes.

Positive

• Secured $1.2 million in new funding for working capital
• Immediate cash injection of $253,000 from warrant exercise
• Successfully restructured existing warrants to incentivize exercise

Negative

• Significant dilution potential with 4.3 million new convertible shares
• Additional dilution risk from 8.13 million total new warrants
• Substantial warrant price reduction from $1.50/$1.25 to $0.23 indicates share price pressure

JERSEY CITY, N.J., Aug. 13, 2025 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that bioAffinity Technologies, Inc. (NASDAQ: BIAF and BIAFW) ) a biotechnology company focused on the need for noninvasive tests for the detection of early-stage cancer has entered into securities purchase agreements with several institutional and accredited investors (the "Purchasers") for the purchase and sale of 990 shares of the Company's Series B Convertible Preferred Stock (the "Preferred Stock") and warrants (the "Private Placement Warrants") to purchase approximately 6.7 million shares of common stock (the "Private Placement").

The shares of Preferred Stock have a stated value of $1,000 per share and are initially convertible into an aggregate of approximately 4.3 million shares of common stock at a conversion price of $0.23 per share. The Private Placement Warrants will be exercisable following the date on which the Company obtains stockholder approval of the exercise thereof at an initial exercise price of $0.352 per share and expire five years from the original exercise date.

The Company also announced today it has entered into a warrant exercise agreement with an existing accredited investor to exercise (i) outstanding warrants to purchase 450,000 shares of the Company's shares of common stock that were issued in August 2024 (the "August Warrants") and (ii) outstanding warrants to purchase 650,000 shares of the Company's common stock that were issued in October 2024 (the "October Warrants" and together with August Warrants, the "Existing Warrants"), which reduced the exercise prices of the August Warrants from $1.50 to $0.23 per share and the October Warrants from $1.25 to $0.23 per share and provided for the issuance to such investor of new unregistered warrants (the "New Warrants") to purchase up to an aggregate of 1.43 million shares of the Company's common stock in consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds to the Company of approximately $253,000 (the "Warrant Inducement"). The New Warrants will have an exercise price of $0.352 per share and will be initially exercisable on the date that stockholder approval of the exercise of the New Warrants is obtained and will expire five years from the date of such approval.

The closing of the Private Placement and Warrant Inducement is expected to occur on or about August 14 , 2025, subject to the satisfaction of customary closing conditions.

The expected aggregate proceeds (before expenses) of the Private Placement and Warrant Inducement will be approximately $1.2 million. The Company shall use the net proceeds from the Private Placement and Warrant Inducement for working capital and general corporate purposes.

WallachBeth Capital  LLC is acting as the sole placement agent for the Private Placement and financial advisor for the Warrant Inducement.

The securities described above will be offered in a private placement exempt from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder and in a transaction not involving a public offering and have not been registered under the 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 Act and such applicable state securities laws.

The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock underlying the Preferred Stock, the Private Placement Warrants and New Warrants within 15 calendar days after the closing date.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other 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 other 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, 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 and include statements regarding the closing of the offering on August 14, 2025. 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 ability to close the offering when anticipated and the risk factors discussed in 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

What is the size of bioAffinity Technologies (BIAF) private placement in 2025?

bioAffinity Technologies secured approximately $1.2 million in gross proceeds through a private placement of Series B Convertible Preferred Stock and warrant inducement transaction.

What is the conversion price for BIAF's Series B Convertible Preferred Stock?

The Series B Convertible Preferred Stock is convertible at $0.23 per share into approximately 4.3 million shares of common stock.

How many new warrants did BIAF issue in the August 2025 transaction?

BIAF issued warrants to purchase approximately 6.7 million shares in the private placement and 1.43 million additional warrants through the warrant inducement, totaling about 8.13 million potential new shares.

What was the warrant price reduction in BIAF's August 2025 inducement deal?

The warrant exercise prices were reduced from $1.50 to $0.23 for August Warrants and from $1.25 to $0.23 for October Warrants.

How will BIAF use the proceeds from the 2025 private placement?

bioAffinity Technologies will use the net proceeds for working capital and general corporate purposes.