WallachBeth Capital Announces Pricing of bioAffinity Technologies $2.66 Million Registered Direct Offering & Concurrent Private Placement

Rhea-AI Summary

WallachBeth Capital announced that bioAffinity Technologies (Nasdaq: BIAF) has entered into a securities purchase agreement for a $2.66 million registered direct offering and concurrent private placement. The offering includes:

1. 2,048,294 shares of common stock at $1.30 per share in a registered direct offering
2. Common warrants to purchase up to 2,662,782 shares at $1.50 per share in a private placement

The warrants will be exercisable upon stockholder approval and expire five years from approval date. The offering is expected to close around Oct. 21, 2024. WallachBeth Capital is acting as the sole placement agent. The common stock will be issued under an effective shelf registration statement, while the warrants will be issued under a Section 4(a)(2) exemption.

Positive

• Secured $2.66 million in gross proceeds through a registered direct offering
• Potential for additional capital through warrant exercises at $1.50 per share
• Offering priced at $1.30 per share, providing immediate capital infusion

Negative

• Potential dilution for existing shareholders due to new share issuance
• Warrants may lead to further dilution if exercised in the future
• Offering price of $1.30 per share may be at a discount to current market price

JERSEY CITY, N.J., Oct. 18, 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 entered into a securities purchase agreement with institutional investors for the purchase and sale of 2,048,294 shares (the "Shares") of common stock in a registered direct offering at a price of $1.30 per share and, in a concurrent private placement, 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. 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 closing of the offering is expected to occur on or about Oct. 21, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $2,662,782 excluding any proceeds that may be received upon the exercise of the Warrants and before deducting placement agent fees and other offering expenses payable by the Company.

WallachBeth Capital is acting 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 will be 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 exercise of warrants, the anticipated gross 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. 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, Quarterly Reports on Form 10-Q 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 is the size of bioAffinity Technologies' (BIAF) recent offering?

bioAffinity Technologies (BIAF) has entered into a securities purchase agreement for a $2.66 million registered direct offering and concurrent private placement.

How many shares are being offered in BIAF's registered direct offering?

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

What are the terms of the warrants in BIAF's private placement?

The private placement includes common 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 the approval date.

When is the expected closing date for BIAF's offering?

The offering is expected to close on or about October 21, 2024, subject to customary closing conditions.

Who is the placement agent for bioAffinity Technologies' (BIAF) offering?

WallachBeth Capital is acting as the sole placement agent for bioAffinity Technologies' offering.