Stockholder deadline set as bioAffinity (NASDAQ: BIAF) plans 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. has scheduled its 2026 Annual Meeting of Stockholders for April 30, 2026 at its principal executive offices in San Antonio, Texas. The company plans to include at this meeting the proposals from a prior Special Meeting that was convened on December 19, 2025 but adjourned without business because a quorum of common stockholders was not present.

Stockholders who wish to bring business before the 2026 Annual Meeting or nominate directors must deliver written notice to the company’s principal executive offices by February 14, 2026, in accordance with the detailed requirements of the company’s Amended and Restated Bylaws.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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Understanding 8-K Material Events →

02/04/2026 - 04:30 PM

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): February 4, 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 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 checkmark 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.

The Board of Directors of bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), has established April 30, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The 2026 Annual Meeting will be held at the Company’s principal executive offices at 3300 Nacogdoches Road, Suite 216, San Antonio, TX 78217.

The details of the 2026 Annual Meeting will be disclosed in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission. The Company expects to include the proposals from its Special Meeting of Stockholders (the “Special Meeting”) that was originally convened on December 19, 2025 and subsequently adjourned, without any business being conducted, because the Company did not have a sufficient number of shares of the Company’s common stock present in person or represented by proxy at the Special Meeting to constitute a quorum.

Any stockholder seeking to bring business before the 2026 Annual Meeting or to nominate a director must provide timely notice, as set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”). Specifically, written notice of any proposed business or nomination must be received at the Company’s principal executive offices no later than February 14, 2026 (which is the tenth day following this public announcement of the date of the 2026 Annual Meeting). Any notice of proposed business or nomination must comply with the specific requirements set forth in the Bylaws.

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: February 4, 2026	BIOAFFINITY TECHNOLOGIES, INC.

	By:	/s/ Maria Zannes
	Name:	Maria Zannes
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

When will bioAffinity Technologies (BIAF) hold its 2026 Annual Meeting of Stockholders?

bioAffinity Technologies will hold its 2026 Annual Meeting on April 30, 2026. The meeting is formally set by the board and will take place at the company’s principal executive offices in San Antonio, Texas, with full details to appear in the definitive proxy statement.

Where will bioAffinity Technologies (BIAF) 2026 Annual Meeting take place?

The 2026 Annual Meeting will be held at 3300 Nacogdoches Road, Suite 216, San Antonio, TX 78217. This is bioAffinity Technologies’ principal executive offices, and the company will provide additional logistical and participation details in its forthcoming definitive proxy statement.

What is the deadline for BIAF stockholder proposals or director nominations for the 2026 Annual Meeting?

Written notices for business or director nominations must be received by February 14, 2026. Stockholders must deliver notice to the company’s principal executive offices and comply with all specific informational and procedural requirements set out in bioAffinity Technologies’ Amended and Restated Bylaws.

What happens to proposals from bioAffinity Technologies’ Special Meeting originally convened on December 19, 2025?

The company expects to include those Special Meeting proposals at the 2026 Annual Meeting. The earlier Special Meeting was convened and then adjourned without conducting business, and the board now plans to bring those same proposals forward alongside other annual meeting matters.

Why was bioAffinity Technologies’ December 19, 2025 Special Meeting of Stockholders adjourned?

The Special Meeting was adjourned because a quorum of common stockholders was not present. Insufficient shares were represented in person or by proxy to conduct business, so the meeting ended without voting and the company is instead addressing those proposals at the 2026 Annual Meeting.

What bylaws govern stockholder proposals and director nominations at bioAffinity Technologies (BIAF)?

Stockholder proposals and nominations must comply with the company’s Amended and Restated Bylaws. These bylaws specify timing, content, and procedural requirements for valid notices, including the February 14, 2026 deadline for the 2026 Annual Meeting submissions.