false
0001712762
0001712762
2026-09-08
2026-09-08
0001712762
BIAF:CommonStockParValue0.007PerShareMember
2026-09-08
2026-09-08
0001712762
BIAF:WarrantsToPurchaseCommonStockMember
2026-09-08
2026-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 8, 2026
bioAffinity
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41463 |
|
46-5211056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
3300
Nacogdoches Road, Suite 216
San
Antonio, Texas 78217
(Address
of principal executive offices, including zip code)
(210)
698-5334
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.007 per share
|
|
BIAF
|
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
| |
|
|
|
|
| Warrants
to purchase Common Stock |
|
BIAFW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
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).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events.
As
previously disclosed in a Current Report on Form 8-K filed by bioAffinity Technologies, Inc. (the “Company”) on July 30,
2026, the Company received written notice (the “Staff Determination”) from the Listing Qualifications Staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff determined that the bid price of the Company’s
listed securities had closed at less than $1.00 per share over the previous thirty consecutive business days (from June 16, 2026, through
July 29, 2026) and, as a result, the Company was not in compliance with the minimum bid price requirement for continued listing on The
Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Staff Determination
further provided that normally a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price
Rule. However, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in
Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company had effected a reverse stock split over the prior one-year period.
The Company submitted an appeal to Nasdaq on August 6, 2026, and a hearing before the Nasdaq panel (the “Hearings Panel”)
was scheduled for September 8, 2026.
On
September 8, 2026, the Company received written notice (the “Written Notice”) from the Staff confirming that the Company
has regained compliance with the Minimum Bid Price Rule and Nasdaq Listing Rule 5560(a) (the “Rights/Warrants Rule”). The
Written Notice further provided that the hearing before the Hearings Panel scheduled to take place on September 8, 2026, had been cancelled
and that the Company’s securities will continue to be listed and traded on The Nasdaq Capital Market.
On
September 9, 2026, the Company issued a press release announcing that it has regained compliance with the Minimum Bid Price Rule. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As
of September 8, 2026, there were 1,166,625 outstanding shares of the Company’s common stock and the aggregate market value of the
Company’s common stock was approximately $10.4 million based on the closing price of a share of the Company’s common stock
on that date, as reported by The Nasdaq Capital Market.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of bioAffinity Technologies, Inc. dated September 9, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline 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:
September 9, 2026 |
BIOAFFINITY
TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/
Maria Zannes |
| |
Name: |
Maria
Zannes |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1

bioAffinity
Technologies Regains Compliance with Nasdaq Listing Requirements
BIAF
continues to be listed and traded on Nasdaq
SAN
ANTONIO, TX — September 9, 2026 — bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company
developing noninvasive healthcare solutions for the early detection and monitoring of lung disease, today announced that it has received
written notice from The Nasdaq Stock Market LLC stating that the Company has regained compliance with Nasdaq’s applicable listing
requirements.
As
a result of this determination, bioAffinity Technologies’ common stock and warrants will continue to be listed and traded on the
Nasdaq Capital Market under the symbols BIAF and BIAFW, respectively, subject to the Company’s continued compliance
with all applicable Nasdaq listing requirements.
“We
are pleased to have regained full compliance with Nasdaq’s listing standards,” said Maria Zannes, President and Chief Executive
Officer of bioAffinity Technologies. “Maintaining our Nasdaq listing allows us to remain focused on expanding access to our noninvasive
CyPath® Lung test for lung cancer and continuing development of our broader pipeline of noninvasive healthcare solutions while
building long-term value for shareholders.”
In
a letter dated September 8, 2026, Nasdaq confirmed that the Company has regained compliance with Listing Rule 5550(a)(2), which requires
a minimum bid price of $1.00 per share (the “Bid Price Rule”), and Listing Rule 5560(a), which establishes listing requirements
applicable to rights and warrants (the “Rights/Warrants Rule”). As a result, the previously scheduled hearing before the
Nasdaq Hearings Panel has been cancelled. The Company is required to maintain ongoing compliance with all applicable Nasdaq listing requirements
to remain listed on the Nasdaq Capital Market.
About
CyPath Lung
CyPath
Lung by bioAffinity Technologies is a noninvasive test designed to improve the early detection of lung cancer in patients at high risk
for the disease. CyPath Lung uses advanced flow cytometry and proprietary artificial intelligence (AI) to identify cell populations in
patient sputum that indicate malignancy. CyPath Lung incorporates a fluorescent porphyrin that is preferentially taken up by cancer and
cancer-related cells. In a published clinical trial of high-risk patients, CyPath Lung demonstrated 92% sensitivity, 87% specificity,
88% accuracy and 99% negative predictive value (NPV) in detecting lung cancer in patients at high risk for the disease who had small
indeterminate lung nodules less than 20 millimeters. The high NPV gives physicians greater confidence that a negative result is truly
negative, potentially sparing patients from unnecessary invasive and costly procedures. CyPath Lung is marketed as a Laboratory Developed
Test (LDT) and is not intended for use as a sole diagnostic tool and should be considered alongside other clinical findings.
About
bioAffinity Technologies, Inc.
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. LDTs are overseen under the Clinical Laboratory Improvement
Amendments (CLIA), which are administered by the Centers for Medicare & Medicaid Services. 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 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 Company’s ability to maintain compliance with Nasdaq’s continued listing requirements,
the Company’s ability to obtain additional financing, the Company’s ability to achieve commercial adoption of CyPath Lung,
risks related to regulatory developments, and 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
investors@bioaffinitytech.com