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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): July 30, 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)) |
| 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 30, 2026, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”) received written notice (the “Staff
Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that the Staff has determined that the bid price of the Company’s listed securities has 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 is 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 Requirement”).
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 Requirement. However, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance
period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior
one-year period. As previously disclosed in a Current Report on Form 8-K, the Company effected a 1-for-30 reverse stock split on September
19, 2025.
The
Company intends to submit an appeal to Nasdaq on August 6, 2026, which will stay the delisting and suspension of the Company’s
securities pending the decision of the Panel. At the hearing, the Company intends to present its views and its plans to regain compliance
with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to evidence compliance with the Minimum
Bid Price Requirement or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing.
There
can be no assurance that the Panel will grant the Company any extension period within which to regain compliance with the Minimum Bid
Price Requirement, or if any such extension period is granted, that the Company will regain compliance with the Minimum Bid Price Requirement
within such extension period, or that the Company will be successful in otherwise maintaining the listing of its securities on The Nasdaq
Capital Market.
This
report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of
the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied
by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than
expected based on the typical time periods in published Nasdaq guidance, which shorter timeline(s) may be unfavorable for the Company
and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to
update any forward-looking statement in this report, except as required by law.
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:
July 31, 2026 |
BIOAFFINITY
TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/
Maria Zannes |
| |
Name: |
Maria
Zannes |
| |
Title: |
President
and Chief Executive Officer |