WallachBeth Capital Announces Pricing of bioAffinity Technologies $3.25m Offering

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF), a biotechnology company developing noninvasive early-stage cancer detection tests, has announced a $3.25 million offering through WallachBeth Capital LLC. The offering includes 10,156,250 shares of Common Stock (or pre-funded warrants) and warrants to purchase up to 15,234,375 shares of Common Stock. The combined public offering price is set at $0.32 per share with accompanying May 2025 Warrant. The offering is expected to close around May 7, 2025, subject to customary closing conditions. WallachBeth Capital is serving as the sole placement agent for this registered offering.

Positive

• The offering will raise $3.25 million in gross proceeds to strengthen the company's financial position

Negative

• Significant dilution for existing shareholders due to the large number of new shares and warrants being issued
• Low offering price of $0.32 per share indicates potential market weakness
• Additional dilution potential from 15.2M warrant shares that could be exercised in the future

Insights

Investment Banking Analyst

bioAffinity Technologies raised $3.25M through a heavily dilutive offering at $0.32 per unit with substantial warrant coverage.

bioAffinity Technologies has priced a $3.25 million securities offering at $0.32 per unit, consisting of 10,156,250 shares (or pre-funded warrants) and warrants to purchase an additional 15,234,375 shares. This financing structure includes significant warrant coverage at approximately 150% (1.5 warrants per share), which is notable.

The substantial warrant component suggests the company needed to offer additional incentives to attract investors. If all warrants are eventually exercised, the company would receive additional capital beyond the initial $3.25 million, but this would come with further dilution for existing shareholders.

This offering represents significant potential dilution for existing shareholders. Based on the 10.16 million new shares being issued in the primary offering alone, shareholders will experience immediate ownership dilution, with further potential dilution if the warrants are exercised.

For development-stage biotech companies focused on cancer diagnostics, like bioAffinity, regular capital raises are common to fund ongoing R&D activities and clinical development before achieving commercial revenue. This modest-sized raise is likely intended to extend the company's operational runway while they continue developing their noninvasive cancer detection technology.

Without details on the company's pre-offering cash position or burn rate, it's difficult to assess how significantly this will impact their financial timeline. However, the offering's structure and pricing indicate current market challenges for small-cap biotech financing, with companies often accepting dilutive terms to secure necessary capital.

JERSEY CITY, N.J., May 6, 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, priced a best efforts offering of securities as described below for aggregate gross proceeds to the Company of $3.25 million, before deducting agent fees and other estimated expenses payable by the company.

The offering consists of 10,156,250 shares (the "Shares") of our Common Stock (or pre-funded warrants), together with warrants to initially purchase up to 15,234,375 shares of Common Stock, (the "May 2025 Warrants"). The combined public offering price for each share of common stock (or pre-funded warrants) and accompanying May 2025 Warrant is $0.32.

The closing of the offering is expected to occur on or about May 7, 2025, subject to the satisfaction of customary closing conditions.

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

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.

The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-286921), as amended, previously filed and declared effective by the Securities and Exchange Commission (the "SEC"). 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 the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the prospectus supplements 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.

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 May 7, 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 and price of BIAF's May 2025 offering?

bioAffinity Technologies' offering consists of 10,156,250 shares priced at $0.32 per share with accompanying warrants, raising $3.25 million in gross proceeds.

How many warrants are included in BIAF's May 2025 offering?

The offering includes warrants to purchase up to 15,234,375 shares of Common Stock.

When is BIAF's offering expected to close?

The offering is expected to close on or about May 7, 2025, subject to customary closing conditions.

Who is the placement agent for BIAF's May 2025 offering?

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

What will BIAF use the offering proceeds for?

The press release does not specify the intended use of proceeds from the $3.25 million offering.