bioAffinity Technologies Announces Closing of $2.5 Million Registered Direct Offering and Concurrent Private Placement
bioAffinity Technologies, Inc. (Nasdaq: BIAF) closes securities purchase agreement with institutional investors, offering 1,600,000 shares of common stock and warrants at $1.5625 per share, expecting $2.5 million in gross proceeds. The company plans to utilize the funds for working capital and general corporate purposes.
The closing of a securities purchase agreement involving bioAffinity Technologies, Inc. represents a significant capital infusion for the company, totaling approximately $2.5 million. This capital raise, through the issuance of common stock and common warrants, indicates an active approach to securing funding for operational needs and strategic initiatives. The pricing of the common shares at $1.5625 and the warrants at an exercise price of $1.64 suggests a potential for dilution of existing shareholders but also reflects investor confidence at the agreed upon terms.
Investors would be prudent to consider the potential dilutive effect of the new shares and warrants on their holdings. However, the influx of capital is likely to bolster the company's working capital and support its general corporate purposes, which could include research and development, marketing and expanding operational capacity. The involvement of WallachBeth Capital as the sole placement agent also lends credibility to the transaction, as such firms typically conduct due diligence before representing an offering.
Long-term implications of this transaction could be positive if the company effectively utilizes the proceeds to accelerate growth or improve its competitive positioning. Conversely, if the funds are not managed efficiently, the increase in outstanding shares could lead to shareholder value erosion.
The transaction details provided by bioAffinity Technologies highlight the company's immediate financial strategy but also open discussions on the broader market implications. The registered direct offering and concurrent private placement are mechanisms often used by companies seeking to raise capital quickly and with fewer regulatory hurdles compared to traditional public offerings.
From a market perspective, the company's decision to offer common warrants alongside common stock can be an attractive proposition for institutional investors, as it provides an opportunity for future equity at a set price, potentially yielding a higher return if the company's stock price appreciates. The fact that these warrants are exercisable pending shareholder approval and have a five-year lifespan indicates a long-term investment horizon for the participants of this offering.
It's also noteworthy that the offering is being conducted under a shelf registration, which allows the company to prepare for such capital raises in advance and act swiftly when market conditions are favorable. This suggests a strategic financial management approach that may be well-received by the market, signaling preparedness and agility in capital allocation.
The legal framework surrounding this transaction involves the use of a shelf registration statement under the Securities Act of 1933, which has been declared effective by the SEC. The use of this mechanism suggests that bioAffinity Technologies is complying with regulatory requirements while seeking to streamline the capital-raising process.
The private placement of the common warrants, relying on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, is a common practice for transactions that are not offered to the public at large. This allows the company to sell securities to a select group of institutional investors without the need for a public offering, reducing the time and expense associated with a public issuance.
It is also important to note that the press release explicitly states that the securities may not be sold in the United States absent registration or an exemption, which is a standard disclaimer to prevent any potential misinterpretation of the offering as being open to the general public. This highlights the company's adherence to securities law and its awareness of the legal intricacies involved in such financial transactions.
03/08/2024 - 12:45 PM
SAN ANTONIO --(BUSINESS WIRE)--
bioAffinity Technologies, Inc. (Nasdaq: BIAF and BIAFW ) today announced it 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 $1.56 25$1.64
The gross proceeds to the Company from the offering are expected to be approximately $2.5 million
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 CyPath® Lung
CyPath® Lung uses advanced flow cytometry and artificial intelligence (AI) to identify cell populations in patient sputum that indicate malignancy. Automated data analysis helps determine if cancer is present or if the patient is cancer-free. CyPath® Lung incorporates a fluorescent porphyrin, TCPP, that is preferentially taken up by cancer and cancer-related cells. Clinical study results demonstrated that CyPath® Lung had 92% sensitivity, 87% specificity and 88% accuracy in detecting lung cancer in patients at high risk for the disease who had small lung nodules less than 20 millimeters. Diagnosing and treating early-stage cancer can improve outcomes and increase patient survival.
About bioAffinity Technologies, Inc.
bioAffinity Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and diseases of the lung and broad-spectrum cancer treatments. The Company’s first product, CyPath® Lung , is a noninvasive test that has shown high sensitivity, specificity and accuracy for the detection of early-stage lung cancer. CyPath® Lung is marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services , a subsidiary of bioAffinity Technologies. For more information, visit www.bioaffinitytech.com and follow us on LinkedIn , Facebook and X .
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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bioAffinity Technologies
jao@bioaffinitytech.com
Investor Relations
BIAF@redchip.com
Source: bioAffinity Technologies, Inc.
How many shares of common stock were offered in the securities purchase agreement by bioAffinity Technologies, Inc.?
bioAffinity Technologies, Inc. offered 1,600,000 shares of common stock in the securities purchase agreement.
What is the purchase price per common share in the registered direct offering by bioAffinity Technologies, Inc.?
The purchase price per common share in the registered direct offering by bioAffinity Technologies, Inc. was $1.5625 per share.
What is the exercise price of the common warrants issued in the concurrent private placement by bioAffinity Technologies, Inc.?
The exercise price of the common warrants issued in the concurrent private placement by bioAffinity Technologies, Inc. is $1.64 per share.
How much are the gross proceeds expected to be from the offering by bioAffinity Technologies, Inc.?
The gross proceeds expected from the offering by bioAffinity Technologies, Inc. are approximately $2.5 million.
What are the intended uses of the net proceeds from the offering by bioAffinity Technologies, Inc.?
The net proceeds from the offering by bioAffinity Technologies, Inc. are intended to be used for working capital and general corporate purposes.
