bioAffinity offers up to $5.23M in additional stock

Sales may not exceed one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period while that value is below $75,000,000.

Available on EDGAR 11/03/2026 - 04:39 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:38 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. is offering up to an additional aggregate $5,228,226 of common stock through an at-the-market sales agreement with WallachBeth Capital LLC; the amount excludes shares previously sold under the agreement. The company says it has sold 114,672 shares for gross proceeds of approximately $1,300,000 since entering the agreement. This supplement corrects a typographical error in the amount stated in the November 2, 2026 supplement. While the aggregate market value of common stock held by non-affiliates is below $75,000,000, sales in any 12-month period may not exceed one-third of that value.

Filing Explained

The additional five million two hundred twenty-eight thousand two hundred twenty-six dollars is sale capacity, not cash raised; issuance would dilute holders.

As of November 3, 2026, the company says up to $5,228,226 is available for sale under the existing agreement; this supplement corrects the prior amount and does not report those additional shares as sold. If issued, the new shares would increase the share count and reduce existing holders’ percentage ownership.

The company reports $4,000,000 of common-stock sales under the 12-month Form S-3 limit, and separately reports 114,672 shares for approximately $1,300,000 in gross proceeds under the Sales Agreement since May 2025; these figures are stated for different periods and scopes. Under the supplied baby-shelf rule, earlier sales reduce remaining capacity within the 12-month ceiling, so the additional amount remains subject to that ceiling. An at-the-market agreement permits gradual sales at prevailing market prices.

Key Figures

Additional ATM offering amount: Up to an additional aggregate $5,228,226 of common stock Shares previously sold: 114,672 shares Gross proceeds from prior sales: Approximately $1,300,000 +3 more

6 metrics

Additional ATM offering amount Up to an additional aggregate $5,228,226 of common stock Offered for sale under the Sales Agreement as of the prospectus supplement date

Shares previously sold 114,672 shares Under the Sales Agreement since its May 22, 2025 date

Gross proceeds from prior sales Approximately $1,300,000 From shares sold under the Sales Agreement

Prior 12-month sales under General Instruction I.B.6 $4,000,000 Prior twelve-calendar-month period ending on the supplement date

12-month sales limit One-third of the aggregate market value of common stock held by non-affiliates Applies while that aggregate market value is less than $75,000,000

Non-affiliate market value threshold $75,000,000 Threshold for the one-third limit on sales in any 12-month period

Key Terms

at-the-market offerings, General Instruction I.B.6, aggregate market value

3 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 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.

Offering Details

ATM · Up to an additional aggregate $5,228,226

Offering

Offering Type ATM

Securities Offered Common stock

Offering Amount Up to an additional aggregate $5,228,226

FAQ

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

How much additional BIAF stock is being offered through the ATM?

bioAffinity Technologies is offering up to an additional aggregate $5,228,226 of common stock through the Sales Agreement, excluding shares previously sold under it. WallachBeth Capital LLC is the sales agent.

How many BIAF shares have already been sold under the Sales Agreement?

Since entering the Sales Agreement, bioAffinity Technologies has offered and sold 114,672 shares of common stock for gross proceeds of approximately $1,300,000.

What limit applies to BIAF's at-the-market sales?

While the aggregate market value of common stock held by non-affiliates is less than $75,000,000, sales under the prospectus supplement may not exceed one-third of that value in any 12-month period. The company states it sold $4,000,000 under General Instruction I.B.6 during the prior twelve-calendar-month period ending on the supplement date.

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 Supplements dated October 8, 2026 and November 2, 2026 and Prospectus dated November 27, 2023)

Up to $5,228,226 Common Stock

This prospectus supplement supplements and amends and restates 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 supplements dated October 8, 2026 and November 2, 2026 (collectively, the “Prior Prospectus”). This prospectus supplement is being filed solely to correct a typographical error in the amount being registered in the fourth paragraph of the prospectus supplement dated November 2, 2026 . 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 $5,228,226 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 3, 2026