bioAffinity (NASDAQ: BIAF) moves to boost share price with reverse split
Rhea-AI Filing Summary
bioAffinity Technologies, Inc. (BIAF) approved and is implementing a 1-for-15 reverse stock split of its common stock. A certificate of amendment was filed in Delaware on August 20, 2026, and the split becomes effective at 4:01 p.m. Eastern Time on August 21, 2026, with trading on a split-adjusted basis on the Nasdaq Capital Market beginning August 24, 2026.
Every 15 issued and outstanding common shares will be combined into one share, with no change to authorized shares or par value. The split is primarily intended to help meet Nasdaq’s minimum bid price requirement. Immediately after effectiveness, approximately 592,373 shares of common stock will be outstanding. Fractional shares will be settled in cash, and equity awards and warrants will be proportionately adjusted. BIAF will keep its ticker, and the common stock will have a new CUSIP 09076W406.
Positive
- None.
Negative
- Reverse stock split and potential impacts: A 1-for-15 reverse split reduces outstanding shares to approximately 592,373 and the company discloses possible decreased liquidity and potential dilutive effects of future financings following the split.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
minimum bid price requirement financial
Laboratory Developed Test (LDT) medical
Nasdaq Capital Market financial
FAQ
What did bioAffinity Technologies (BIAF) announce regarding its common stock?
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Why is bioAffinity Technologies (BIAF) implementing a 1-for-15 reverse stock split?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously reported in a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”), on April 30, 2026, bioAffinity Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.007 (the “Common Stock”) at a ratio of one-for-two (1-for-2) to one-for-two hundred fifty (1-for-250), with the ratio within such range to be determined at the discretion of the Company’s board of directors (the “Board”).
Following the Annual Meeting, the Board approved a one-for-fifteen (1-for-15) reverse split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”). On August 20, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on August 21, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on August 24, 2026. The Reverse Stock Split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement.
When the Reverse Stock Split becomes effective, every fifteen (15) shares of the Company’s issued and outstanding Common Stock will be automatically combined, converted and changed into one (1) share of the Company’s Common Stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in our company, except those stockholders who would have otherwise received fractional shares who will receive cash in lieu of such fractional shares. Holders of the Company’s Common Stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s transfer agent regarding their Common Stock ownership post-Reverse Stock Split.
The Company’s Common Stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “BIAF,” but the security has been assigned a new CUSIP number (09076W406).
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On August 20, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of bioAffinity Technologies, Inc. | |
| 99.1 | Press release dated August 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 20, 2026 | BIOAFFINITY TECHNOLOGIES, INC. | |
| By: | /s/ Maria Zannes | |
| Name: | Maria Zannes | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
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bioAffinity Technologies Announces 1-for-15 Reverse Stock Split Effective at the Open of Trading on August 24, 2026
SAN ANTONIO, TX – August 20, 2026 – 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 will effect a 1-for-15 reverse split of its common stock. Commencing with the opening of trading on the Nasdaq Capital Market on August 24, 2026, the Company’s common stock will trade on a post-split basis under the symbol BIAF. The reverse stock split was approved by the Company’s stockholders at the Company’s annual meeting held on April 30, 2026.
As a result of the reverse stock split, the CUSIP number for the Company’s common stock will now be 09076W406. As a result of the reverse stock split, every 15 shares of issued and outstanding common stock will be exchanged for one share of common stock. Any stockholders who would have otherwise received fractional shares will receive cash in lieu of such fractional shares. Immediately after the reverse stock split becomes effective, the Company will have approximately 592,373 shares of common stock issued and outstanding.
The reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement.
As a result of the reverse stock split, proportionate adjustments will be made to the per-share exercise prices of, and the number of shares underlying, the Company’s outstanding stock options, as well as to the number of shares available for future awards granted under the Company’s stock incentive plans. In addition, proportionate adjustments will be made to the per-share exercise prices of, and the number of shares underlying, outstanding warrants to purchase shares of the Company’s common stock. The CUSIP number for the Company’s publicly traded warrants will not change as a result of the reverse stock split.
The combination of, and reduction in, the issued shares of common stock as a result of the reverse stock split will occur automatically at the effective time of the reverse stock split without any additional action on the part of the Company’s stockholders. The Company’s transfer agent, VStock Transfer LLC, is acting as the exchange agent for the reverse stock split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the reverse stock split, along with a cash payment in lieu of any fractional shares, in accordance with the processes at their respective, bank, broker or nominee.
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Additional information concerning the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2025.
About bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW)
bioAffinity Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and other diseases of the lung and broad-spectrum cancer treatments. The Company’s first product, CyPath® Lung, is a noninvasive test that has shown high sensitivity, specificity and accuracy for the detection of early-stage lung cancer. CyPath® Lung is marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. For more information, visit www.bioaffinitytech.com.
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 potential impacts of the reverse stock split on the market price of the Company’s common stock, the potential decreased liquidity in the Company’s common stock following the reverse stock split, and the potential dilutive effects of future financings following the reverse stock split. 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 potential impacts of the reverse stock split on the market price of the Company’s common stock, the potential decreased liquidity in the Company’s common stock following the reverse stock split, the potential dilutive effects of future financings following the reverse stock split, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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.
Contact
bioAffinity Technologies
Julie Anne Overton
Director of Communications
jao@bioaffinitytech.com
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