Wallachbeth Capital Announces Closing of bioAffinity Technologies $2.5 Million Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

WallachBeth Capital LLC facilitated bioAffinity Technologies, Inc.'s (BIAF) sale of 1,600,000 shares of common stock and common warrants in a registered direct offering and private placement. The combined purchase price was $1.5625 per share, with warrants exercisable at $1.64 per share. WallachBeth Capital acted as the sole placement agent for the offering.

Financial Analyst

The closure of a securities purchase agreement by bioAffinity Technologies, involving both a registered direct offering and a concurrent private placement of warrants, is a strategic move to raise capital. The pricing of the common stock at $1.5625 and the exercise price for the warrants at $1.64 suggests a moderate premium over current market prices, which is a common practice to incentivize institutional investors. This capital infusion is likely to be utilized for the company's operational and strategic initiatives, possibly to fund research and development, commercialization efforts, or to strengthen the company's balance sheet.

Investors and analysts should monitor the subsequent utilization of these funds, as efficient deployment could lead to value creation, while any missteps might dilute existing shareholders' equity. The five-year expiration on the warrants provides a long-term horizon for investors, aligning with the typical development cycle of biotech firms. However, the need for shareholder approval for warrant exercise introduces an element of uncertainty that must be factored into the investment risk profile.

Legal Expert

bioAffinity Technologies' reliance on an exemption from registration under Section 4(a)(2) of the Securities Act for the private placement of common warrants highlights a strategic approach to streamline the capital-raising process. This exemption allows the company to issue securities without the extensive disclosures typically required in public offerings, thus expediting the availability of funds and reducing administrative overhead. However, this also means that the securities are restricted, limiting their immediate liquidity for investors.

It is crucial for stakeholders to understand the legal framework governing these transactions, including the implications of the shelf registration statement and the prospectus supplement. The adherence to SEC regulations, as evidenced by the use of an effective shelf registration statement and the filing of a prospectus supplement, is indicative of the company's commitment to regulatory compliance and transparency in its capital-raising activities.

Market Research Analyst

The biotechnology sector is capital-intensive and companies like bioAffinity Technologies often require substantial funding to advance their research and product pipelines. The decision to engage in a registered direct offering and concurrent private placement indicates that the company is seeking to capitalize on market conditions and investor sentiment. The role of WallachBeth Capital as the sole placement agent suggests a targeted approach to reach institutional investors who can provide significant capital injections and are typically more patient capital providers.

Market participants should consider the broader industry context, where such capital raises are common as biotech firms navigate through various stages of development. The impact on the company's stock price will depend on market perception of the offering's terms and the potential for the company's growth. The long-term nature of the warrants could be seen as a vote of confidence by investors in the company's future prospects.

JERSEY CITY, N.J., March 8, 2024 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that bioAffinity Technologies, Inc. (Nasdaq: BIAF and BIAFW) has closed a securities purchase agreement with institutional investors for the purchase and sale of 1,600,000 shares of common stock in a registered direct offering and common warrants to purchase up to 1,600,000 shares of common stock in a concurrent private placement (together with the registered direct offering) at a combined purchase price of $1.5625 per common share. The common warrants issued pursuant to the concurrent private placement will have an exercise price of $ 1.64 per share, are initially exercisable on the date that shareholder approval of the exercise of the warrants is obtained and will expire five years from the date of such approval.

WallachBeth Capital is acting as sole placement agent for the Offering.

The common stock was 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 November 27, 2023. The common warrants will be issued in a concurrent private placement. A prospectus supplement describing the terms of the proposed registered direct offering was filed with the SEC and is 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 common warrants was 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 use of proceeds from the Company's offering of securities and the ability to obtain shareholder approval of the exercise of the warrant. 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 Quarterly Reports on Form 10-Q filed by the Company 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

How many shares of common stock were sold in the offering by bioAffinity Technologies, Inc. (BIAF)?

bioAffinity Technologies, Inc. (BIAF) sold 1,600,000 shares of common stock in the offering.

What was the purchase price per share in the registered direct offering and private placement by bioAffinity Technologies, Inc. (BIAF)?

The purchase price per share was $1.5625 in the registered direct offering and $1.64 for the common warrants in the private placement by bioAffinity Technologies, Inc. (BIAF).

Who acted as the sole placement agent for the offering by bioAffinity Technologies, Inc. (BIAF)?

WallachBeth Capital LLC acted as the sole placement agent for the offering by bioAffinity Technologies, Inc. (BIAF).

Where can the prospectus supplement for the registered direct offering be obtained?

The prospectus supplement for the registered direct offering by bioAffinity Technologies, Inc. (BIAF) can be obtained from the SEC's website or WallachBeth Capital, LLC.

Under what exemption were the securities issued in the private placement by bioAffinity Technologies, Inc. (BIAF)?

The securities issued in the private placement by bioAffinity Technologies, Inc. (BIAF) were issued under an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D.