WallachBeth Capital Announces bioAffinity Technologies Approximately $1.8 Million Registered Direct Financing of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF, BIAFW) entered definitive agreements for a registered direct offering of 720,000 common shares at $2.50 per share, expected to close on or about October 9, 2025. Gross proceeds are expected to be approximately $1.8 million before placement agent fees and offering expenses. WallachBeth Capital is sole placement agent. The company intends to use net proceeds for working capital, to support expected growing sales of CyPath® Lung, and for general corporate purposes. The shares are offered under an effective Form S-3 shelf registration (File No. 333-275608) and a prospectus supplement will be filed with the SEC.

Positive

• Registered direct offering of $1.8M gross proceeds
• Plan to use net proceeds to support CyPath Lung sales
• Offering conducted under effective Form S-3 shelf registration

Negative

• Issuance of 720,000 new shares will dilute existing shareholders
• Net proceeds unknown after placement agent fees and expenses
• Closing subject to customary conditions; not guaranteed on Oct 9, 2025

Insights

Capital Markets Analyst

Registered direct offering raises approximately $1.8 million; modest liquidity boost with dilution from 720,000 new shares.

bioAffinity Technologies entered definitive agreements to sell 720,000 shares at $2.50 per share in a registered direct offering priced at-the-market under Nasdaq rules, with expected gross proceeds of about $1.8 million and a closing target on or about October 9, 2025. The shares are offered under an effective Form S-3 shelf registration and WallachBeth Capital is the sole placement agent.

The company states it will use net proceeds for working capital, to support expected growing sales for CyPath® Lung, and general corporate purposes. The transaction increases available cash but also increases share count; the financial effect depends on offering expenses and the company’s near-term revenue execution. Watch the filed prospectus supplement for exact fees, final net proceeds, and the post-offering share count; confirm the closing and any material changes on or shortly after October 9, 2025.

JERSEY CITY, N.J., Oct. 8, 2025 /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, today announced that it has entered into definitive agreements for the purchase and sale of 720,000 shares of common stock, par value $0.007 per share, at a purchase price of $2.50  per share in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about October 9, 2025, subject to the satisfaction of customary closing conditions.

WallachBeth Capital, LLC is acting as sole placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $1.8 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, to support expected growing sales for CyPath® Lung, its noninvasive test for lung cancer, and general corporate purposes.

The common stock described above is being offered by the Company pursuant to a "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 (the "Securities Act"), and declared effective by the SEC on November 27, 2023. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement describing the terms of the proposed registered direct offering and accompanying prospectus will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at https://www.sec.gov or by contacting 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About WallachBeth Capital LLC:

WallachBeth Capital LLC is a broker-dealer providing advisory and execution services in capital markets transactions for corporate clients. The firm's investment-banking activities include initial public offerings, follow-on offerings, private placements, PIPE transactions, and at-the-market (ATM) programs. WallachBeth Capital LLC is a member of FINRA and SIPC

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 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 on October 9, 2025, 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.

The above statement is made solely by bioAffinity Technologies, Inc., WallachBeth Capital LLC is not responsible for the statements and does not provide research, analysis or recommendation regarding BIAF security.

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SOURCE WallachBeth Capital LLC

FAQ

What did bioAffinity (BIAFW) announce on October 8, 2025?

bioAffinity announced a registered direct offering of 720,000 shares at $2.50 per share, expected to close on or about October 9, 2025.

How much gross capital will bioAffinity (BIAFW) raise from the offering?

The offering is expected to generate approximately $1.8 million in gross proceeds before fees and expenses.

What will bioAffinity (BIAFW) use the offering proceeds for?

The company intends to use net proceeds for working capital, to support expected growing sales of CyPath Lung, and for general corporate purposes.

Who is the placement agent for bioAffinity's (BIAFW) offering?

WallachBeth Capital LLC is acting as the sole placement agent for the offering.

Where are the offered shares being registered for bioAffinity (BIAFW)?

The shares are being offered pursuant to an effective Form S-3 shelf registration (File No. 333-275608) declared effective November 27, 2023.

When will bioAffinity (BIAFW) file the prospectus supplement for the offering?

A prospectus supplement describing the terms will be filed with the SEC and made available on the SEC website when available.