bioAffinity amends stock offering of up to $5.23M

ATM sales are subject to a one-third-of-market-value limit while BIAF's aggregate non-affiliate market value is below $75 million.

Available on EDGAR 11/02/2026 - 04:53 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:52 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. (BIAF) amended its at-the-market common-stock offering; the cover states up to $5,228,226. Separately, as of the supplement date, the company was offering up to an additional aggregate of $3,428,226 under its Sales Agreement, excluding shares previously sold. WallachBeth Capital LLC is the sales agent.

Since entering the Sales Agreement, bioAffinity had sold 114,672 shares for approximately $1,300,000 in gross proceeds. The supplement says sales are limited to one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period while that market value is below $75,000,000; the stated market value was approximately $27,684,678. During the 12-calendar-month period ending November 2, 2026, the company had offered and sold $4,000,000 under this limit.

Key Figures

ATM common-stock amount stated on cover: Up to $5,228,226 Additional common-stock amount offered: Up to an additional aggregate of $3,428,226 Shares previously sold under Sales Agreement: 114,672 shares +3 more

6 metrics

ATM common-stock amount stated on cover Up to $5,228,226 Prospectus supplement cover

Additional common-stock amount offered Up to an additional aggregate of $3,428,226 As of the prospectus supplement date; excludes shares previously sold

Shares previously sold under Sales Agreement 114,672 shares Since entry into the Sales Agreement

Gross proceeds from prior Sales Agreement sales Approximately $1,300,000 Since entry into the Sales Agreement

Common-stock sales under Form S-3 limit $4,000,000 12-calendar-month period ending November 2, 2026

Aggregate market value of non-affiliate-held common stock Approximately $27,684,678 As of the prospectus supplement date

Key Terms

at-the-market offerings, General Instruction I.B.6, aggregate market value, Rule 415(a)(4)

4 terms

at-the-market offerings financial

"through WallachBeth acting as sales agent in “at-the-market” offerings"

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3"

aggregate market value financial

"aggregate market value of our outstanding common stock held by non-affiliates"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

Rule 415(a)(4) regulatory

"“at-the-market” offerings” as defined in Rule 415(a)(4)"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

Offering Details

ATM · Up to $5,228,226

Offering

Offering Type ATM

Securities Offered Common stock

Offering Amount Up to $5,228,226

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much BIAF stock does the ATM prospectus cover?

The cover states up to $5,228,226 of common stock. Separately, the supplement says that as of its date the company was offering up to an additional aggregate of $3,428,226 under the Sales Agreement, excluding shares previously sold.

What limit applies to BIAF's ATM stock sales?

While the aggregate market value of BIAF common stock held by non-affiliates is less than $75,000,000, sales under the stated Form S-3 limit cannot exceed one-third of that market value in any 12-month period. The supplement reports approximately $27,684,678 in aggregate market value held by non-affiliates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-275608

PROSPECTUS SUPPLEMENT

(To Prospectus Supplement dated October 8, 2026 and Prospectus dated November 27, 2023)

Up to $5,228,226 Common Stock

This prospectus supplement supplements and amends the Prospectus Supplement dated May 27, 2025, filed as part of our registration statement on Form S-3 (File No. 333-275608) as supplemented by our prospectus supplement dated October 8, 2026 (collectively, the “Prior Prospectus”). This prospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto.

We filed the Prior Prospectus to register the offer and sale from time to time of shares of our common stock through WallachBeth Capital LLC (“WallachBeth”) acting as sales agent in “at-the-market” offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the At-the-Market Issuance Sales Agreement, dated May 22, 2025 (the “Sales Agreement”) that we entered with WallachBeth.

Since our entry into the Sales Agreement, we have offered and sold 114,672 shares of common stock for gross proceeds of approximately $1,300,000 pursuant to the Sales Agreement.

We are filing this Prospectus Supplement to supplement the Prior Prospectus to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of the date of this Prospectus Supplement, we are offering up to an additional aggregate of $3,428,226 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement.

As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $27,684,678, which is calculated based on 1,813,011 shares of our outstanding common stock held by non-affiliates and a price of $15.27 per share, the closing price of our common stock on September 4, 2026, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares of our common stock pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the prior twelve-calendar-month period that ends on and includes the date hereof, we have offered and sold $4,000,000 of shares of our common stock pursuant to General Instruction I.B.6 to Form S-3.

Our common stock is listed on the Nasdaq Capital Market under the symbol “BIAF.” On October 30, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $2.91 per share.

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

WallachBeth Capital LLC

The date of this prospectus supplement is November 2, 2026