bioAffinity Technologies (BIAF) arranges $4M warrant-based private placement financing

Q: What did bioAffinity Technologies (BIAF) announce in this 8-K?

bioAffinity Technologies entered a private placement with an institutional investor involving pre-funded and standard warrants, with estimated $4.0 million gross proceeds and about $3.6 million net . The transaction includes registration rights and requires stockholder approval for warrant exercises.

Q: How large is the new financing for bioAffinity Technologies (BIAF)?

The company estimates gross proceeds of approximately $4.0 million from the offering and net proceeds of about $3.6 million after placement agent fees and expenses. These funds are intended for working capital and general corporate purposes .

Q: What are the key warrant terms for bioAffinity Technologies (BIAF)?

Series A and B warrants have an initial exercise price of $0.4727 per share, become exercisable after stockholder approval , and expire five years from issuance. Exercises are limited by 4.99% or 9.99% beneficial ownership caps, depending on the holder’s election and notice.

Q: What role did WallachBeth Capital play in the BIAF private placement?

WallachBeth Capital LLC acted as exclusive placement agent , earning a 7.5% cash fee on aggregate gross proceeds plus expense reimbursement. It also received placement agent warrants to purchase 253,861 shares at an exercise price of $0.4727 per share.

Q: What registration commitments did bioAffinity Technologies (BIAF) make?

Under a Registration Rights Agreement , the company agreed to file a resale registration statement within 15 days and use best efforts to have it effective within 45 days (or 75 days after a full SEC review), covering shares underlying the pre-funded and standard warrants.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. entered into a private placement with an institutional investor involving pre-funded warrants and Series A and B warrants tied to up to 8,462,027 shares each of common stock. Each warrant carries an initial exercise price of $0.4727 per share, while the pre-funded warrants are purchased at $0.4657 and exercisable at $0.007 per share.

The private placement is expected to generate approximately $3.6 million in net proceeds, following estimated fees and expenses, from about $4.0 million in gross proceeds. Warrants are exercisable only after stockholder approval and generally expire five years from issuance, subject to beneficial ownership caps of 4.99% or 9.99% depending on elections. WallachBeth Capital LLC acted as exclusive placement agent and received cash fees and 253,861 placement agent warrants. The company plans to use the proceeds for working capital and general corporate purposes and has agreed to register the resale of underlying shares under a registration rights agreement.

Filing Explained

The financing closed August 14; 16,924,054 Series A and B warrant shares remain contingent on stockholder approval.

The company reports that the private placement closed on August 14, 2026, completing the sale of pre-funded warrants and Series A and B warrants; exercise could add up to 8,462,027 shares through each instrument, reducing existing holders’ percentage ownership if no offsetting changes occur.

The pre-funded warrants are immediately exercisable at a nominal $0.007 per share, while the Series A and B warrants cannot be exercised until stockholder approval and expire five years after issuance.

The registration-rights agreement requires the company to file a resale registration statement within 15 days of August 12 and seek effectiveness within 45 days, or 75 days after a full SEC review; this concerns resale registration of the underlying shares.

The company expects approximately $3.6 million of net proceeds for working capital and general purposes; cash and equivalents were $2,429,719 on June 30, 2026, equal to 68.3 days of the last reported quarter’s operating cash use.

The immediate follow-up items are stockholder approval for Series A and B warrant exercise and the stated resale-registration filing and effectiveness deadlines.

Sources and calculations

bioAffinity Technologies Form 8-K (2026-08-14)
Dilution definition (2026-07-17)
bioAffinity Technologies second-quarter 2026 fundamentals (2026-06-30)

Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,429,719 / ($3,201,104 / 90) = [object Object]

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Gross proceeds: $4.0 million Net proceeds: $3.6 million Pre-funded warrant purchase price: $0.4657 per pre-funded warrant +5 more

8 metrics

Gross proceeds $4.0 million Estimated gross proceeds from the private placement offering

Net proceeds $3.6 million Expected net proceeds after placement fees and offering expenses

Pre-funded warrant purchase price $0.4657 per pre-funded warrant Price per pre-funded warrant in the private placement

Pre-funded warrant exercise price $0.007 per share Exercise price for each pre-funded warrant share of common stock

Warrant exercise price $0.4727 per share Initial exercise price for Series A, Series B and placement agent warrants

Pre-funded warrant shares 8,462,027 shares Maximum common shares underlying pre-funded warrants

Series A warrant shares 8,462,027 shares Maximum common shares underlying Series A warrants

Placement agent warrant shares 253,861 shares Shares underlying warrants issued to placement agent designees

Key Terms

Pre-Funded Warrants, beneficial ownership, Registration Rights Agreement, at-the-market under Nasdaq rules, +1 more

5 terms

Pre-Funded Warrants financial

"issuance and sale in a private placement of (i) pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership financial

"A holder may not exercise any portion of the Warrants to the extent the Purchaser would own more than"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Registration Rights Agreement regulatory

"the Company entered into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

at-the-market under Nasdaq rules market

"a private placement offering priced at-the-market under Nasdaq rules"

Laboratory Developed Test (LDT) medical

"CyPath® Lung is marketed as a Laboratory Developed Test (LDT)"

A laboratory developed test (LDT) is a medical diagnostic test that a single clinical laboratory designs, validates and uses in-house rather than buying from a commercial manufacturer. For investors, LDTs matter because they can drive a lab’s revenue and growth more quickly than mass-market products but also carry unique risks around accuracy, reimbursement and changing regulatory rules — think of a local bakery’s custom recipe versus a factory-made packaged product.

Offering Details

private placement

Offering

Offering Type private placement

Use of Proceeds Working capital and general corporate purposes

FAQ

What did bioAffinity Technologies (BIAF) announce in this 8-K?

bioAffinity Technologies entered a private placement with an institutional investor involving pre-funded and standard warrants, with estimated $4.0 million gross proceeds and about $3.6 million net. The transaction includes registration rights and requires stockholder approval for warrant exercises.

How large is the new financing for bioAffinity Technologies (BIAF)?

The company estimates gross proceeds of approximately $4.0 million from the offering and net proceeds of about $3.6 million after placement agent fees and expenses. These funds are intended for working capital and general corporate purposes.

What securities are being sold in the BIAF private placement and at what prices?

The deal includes pre-funded warrants and Series A and B warrants linked to up to 8,462,027 shares each. The combined price per common share plus two warrants is $0.4727, while a pre-funded warrant plus two warrants is $0.4657, with pre-funded warrants exercisable at $0.007 per share.

What are the key warrant terms for bioAffinity Technologies (BIAF)?

Series A and B warrants have an initial exercise price of $0.4727 per share, become exercisable after stockholder approval, and expire five years from issuance. Exercises are limited by 4.99% or 9.99% beneficial ownership caps, depending on the holder’s election and notice.

What role did WallachBeth Capital play in the BIAF private placement?

WallachBeth Capital LLC acted as exclusive placement agent, earning a 7.5% cash fee on aggregate gross proceeds plus expense reimbursement. It also received placement agent warrants to purchase 253,861 shares at an exercise price of $0.4727 per share.

What registration commitments did bioAffinity Technologies (BIAF) make?

Under a Registration Rights Agreement, the company agreed to file a resale registration statement within 15 days and use best efforts to have it effective within 45 days (or 75 days after a full SEC review), covering shares underlying the pre-funded and standard warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 04:34 PM Accepted by SEC EDGAR 08/14/2026 - 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): August 12, 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

(210) 698-5334

(Address of principal executive offices and Registrant’s telephone number, including area code)

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).

Emerging growth company ☒

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.007 per share	BIAF	The Nasdaq Stock Market LLC
Tradeable Warrants to purchase Common Stock	BIAFW	The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On August 12, 2026, bioAffinity Technologies, Inc. (the “Company”) entered into a securities purchase agreements (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (the “Pre-Funded Warrants”) at a purchase price of $0.4657 per Pre-Funded Warrant to purchase up to an aggregate of 8,462,027 shares (the “Pre-Funded Warrant Shares”) of the Company’s common stock, par value $0.007 per share (the “Common Stock”); (ii) Series A warrants to purchase up to 8,462,027 shares of Common Stock (the “Series A Warrants,” and the shares issuable upon exercise thereof, the “Series A Warrant Shares”); and (iii) Series B warrants to purchase up to 8,462,027 shares of Common Stock (the “Series B Warrants,” together with the Series A Warrants, the “Warrants”) and the shares issuable upon exercise thereof, the “Series B Warrant Shares,” together with the Series A Warrant Shares, the “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”

Each Warrant has an initial exercise price of $0.4727 per share, as adjusted pursuant to the terms thereof upon the first occurrence of any share split, share dividend, share combination recapitalization or other similar transaction. The Warrants are exercisable following Stockholder Approval (as defined in the Purchase Agreement). The Warrants will expire five (5) years after issuance. A holder may not exercise any portion of the Warrants to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the Series A Warrants or the Series B Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.007 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. A holder may not exercise any portion of the Pre-Funded Warrants to the extent the Purchaser would own more than 9.99% of the outstanding Common Stock immediately after exercise.

WallachBeth Capital LLC (the “Placement Agent”) served as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain placement agency agreement, dated as of August 12, 2026, between the Company and WallachBeth (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the Private Placement and agreed to reimburse the Placement Agent for certain expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to 3.0% of the aggregate number of shares of Common Stock placed in the Offering, equating to 253,861 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to $0.4727 per share.

The Placement Agency Agreement and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of August 12, 2026, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of Shares and the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a “full review” by the Securities and Exchange Commission).

The Private Placement closed on August 14, 2026. The net proceeds to the Company from the Private Placement are expected to be approximately $3.6 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.

-2-

The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Purchase Agreement, the Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Placement Agency Agreement, the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Series A Warrant, the form the Series B Warrant, the form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 1.1, 10.1, 4.1, 4.2, 4.3, 4.4 and 10.2, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to Securities is incorporated herein by reference. Neither the issuance of the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants or the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants were and the shares of Common Stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Item 8.01 Other Events.

On August 13, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of this press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit		Description
1.1		Placement Agency Agreement dated August 12, 2026
4.1		Form of Pre-Funded Warrant
4.2		Form of Series A Warrant
4.3		Form of Series B Warrant
4.4		Form of Placement Agent Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
99.1		Press Release issued by bioAffinity Technologies, Inc. dated August 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-3-

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 14, 2026	BIOAFFINITY TECHNOLOGIES, INC. (Registrant)

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

-4-

Exhibit 99.1

bioAffinity Technologies Announces Pricing of $4M Private Placement Offering Priced At-the-Market Under Nasdaq Rules

SAN ANTONIO, TX – August 13, 2026 – bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with an institutional investor to sell 8,462,027 shares of common stock (or pre-funded warrants in lieu thereof), together with two warrants to purchase up to an aggregate 16,924,054 shares of common stock, in a private placement offering priced at-the-market under Nasdaq rules. The combined effective offering price for each share of common stock and accompanying two warrants to be issued is $0.4727. The combined effective offering price for each pre-funded warrant and accompanying two warrants to be issued is $0.4657.The pre-funded warrants will have an exercise price of $0.007 per share of common stock and the warrants will have an exercise price of $0.4727 per share, will be exercisable following stockholder approval, and will expire five years from the date of issuance.

The gross proceeds to the Company from the offering are estimated to be approximately $4.0 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions.

WallachBeth Capital LLC is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company will provide customary registration rights for the shares of common stock underlying the warrants, subject to the terms of the definitive transaction documents.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

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 Statement

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 close the offering when anticipated, 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