WallachBeth Capital Announces Pricing of bioAffinity Technologies Public Offering for $4.8m

Rhea-AI Summary

bioAffinity Technologies (NASDAQ: BIAF, BIAFW), a biotechnology company developing early-stage cancer detection tests, has announced pricing for a $4.8 million public offering. The offering consists of 1,921,799 shares of common stock (or pre-funded warrants) priced at $2.50 per share (or $2.493 per pre-funded warrant).

The pre-funded warrants will have an exercise price of $0.007 per share and will be immediately exercisable until fully exercised. WallachBeth Capital LLC is serving as the sole placement agent, with the offering expected to close around September 30, 2025.

Positive

• Raising $4.8 million in gross proceeds to strengthen company's capital position
• Pre-funded warrants provide immediate exercisability option for investors

Negative

• Potential dilution for existing shareholders through new share issuance
• Offering price of $2.50 per share may represent a discount to market price

Insights

Biotech Investment Specialist

bioAffinity Technologies raises $4.8M in public offering at $2.50/share, diluting existing shareholders while securing needed capital for cancer detection programs.

bioAffinity Technologies has priced a $4.8 million public offering consisting of 1,921,799 shares at $2.50 per share (or pre-funded warrants at $2.493). This capital raise is significant for a small-cap biotech focused on non-invasive early cancer detection tests. The offering represents substantial dilution for existing shareholders, as the company is issuing new equity at what appears to be a discounted price to raise funds.

The timing of this offering suggests bioAffinity likely needs this capital to continue its operations and research programs. For early-stage biotechs without significant revenue streams, periodic dilutive offerings are often necessary to fund ongoing development work. The $4.8 million raised, while modest by biotech standards, should provide the company with additional runway to advance its cancer detection platform.

WallachBeth Capital is serving as the sole placement agent, indicating this is a smaller offering without major investment bank participation. The inclusion of pre-funded warrants (essentially shares with a nominal exercise price of $0.007) suggests the deal may have been structured to accommodate certain institutional investors who face restrictions on direct equity ownership. The expected closing date of September 30, 2025 indicates the transaction is imminent and has likely already secured commitments from investors.

JERSEY CITY, N.J., Sept. 29, 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 has priced a public offering of securities as described below for aggregate gross proceeds to the Company of $ million, before deducting agent fees and other estimated expenses payable by the company.

The offering consists of 1,921,799 shares (the "Shares") of our Common Stock (or pre-funded warrants (the "Pre-Funded Warrants") in lieu thereof) at a purchase price of $2.50 per share (or $2.493 per Pre-Funded Warrant). Each Pre-Funded Warrant will be exercisable for one share of our Common Stock and will be immediately exercisable and will expire when exercised in full. The purchase price of each Pre-Funded Warrant and September 2025 Warrant will equal the price per share of Common Stock being sold to the public, minus $0.007, and the exercise price of each Pre-Funded Warrant will be $0.007 per share.

The closing of the offering is expected to occur on or about September 30 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. 333-290480), 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 August 14, 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 bioAffinity Technologies' (BIAF) public offering in September 2025?

bioAffinity Technologies is offering 1,921,799 shares at $2.50 per share, with total gross proceeds of $4.8 million.

When will bioAffinity Technologies' (BIAF) public offering close?

The offering is expected to close on or about September 30, 2025, subject to customary closing conditions.

What are the terms of bioAffinity Technologies' (BIAF) pre-funded warrants?

The pre-funded warrants are priced at $2.493 with an exercise price of $0.007 per share, and are immediately exercisable until exercised in full.

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

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

How will bioAffinity Technologies (BIAF) use the proceeds from the offering?

While specific use of proceeds is not detailed in the announcement, as a biotechnology company focused on early-stage cancer detection tests, the funds are likely to support their ongoing operations and development programs.