bioAffinity Technologies, Inc. (BIAFW) SEC Filings

bioAffinity Technologies, Inc. (BIAF) has filed an amended resale registration covering up to 1,692,408 shares of common stock issuable from previously issued Pre-Funded, Series A and Series B Warrants sold in an August 2026 private placement. All shares are being offered by selling stockholders, not by the company.

The company will not receive proceeds from resales, but could receive about $5.7 million in gross proceeds if all registered warrants are exercised for cash. Shares outstanding were 600,736 as of September 2, 2026 and would be 2,293,144 if all registered warrant shares are issued, excluding other convertible and equity award overhang.

bioAffinity develops noninvasive lung diagnostics, led by its CyPath® Lung test, and is expanding into government healthcare via a new distribution agreement with AvMEDICAL. The company recently completed a 1-for-15 reverse stock split, and its auditors have included a going concern explanatory paragraph due to recurring losses.

bioAffinity Technologies, Inc. (BIAF) reported that it is advancing the potential use of its noninvasive CyPath® Lung test for surveillance of lung cancer patients after curative-intent treatment. The company highlights a large survivorship population and positions CyPath Lung as a complement to CT imaging in monitoring pulmonary nodules for recurrence or new cancers.

CyPath Lung is a Laboratory Developed Test that analyzes sputum using flow cytometry, artificial intelligence and a fluorescent porphyrin to identify malignant and cancer-related cells. In a published trial in high-risk patients with small indeterminate nodules, CyPath Lung showed 92% sensitivity, 87% specificity, 88% accuracy and 99% negative predictive value for early lung cancer detection, though these performance data have not been separately validated for post-treatment surveillance.

bioAffinity Technologies, Inc. (BIAF) filed a resale registration covering up to 1,709,334 shares of common stock issuable upon exercise of existing warrants sold in an August 2026 private placement. The shares may be sold from time to time by the selling stockholders, who will receive all sale proceeds.

The company will not receive proceeds from share resales, but could receive up to about $8.2 million if all warrants are exercised for cash. Warrants include 564,136 pre-funded warrants at $0.105 per share and other series at $7.0905 per share, generally exercisable for five years, subject to ownership caps. Shares outstanding were 592,327 as of August 26, 2026 and would be 2,301,661 assuming full warrant exercise. bioAffinity develops noninvasive lung diagnostics, led by its CyPath® Lung test, and is expanding distribution via a new agreement with AvMEDICAL. A 1-for-15 reverse stock split became effective August 21, 2026, and the most recent audit report includes a going-concern explanatory paragraph.

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.

bioAffinity Technologies, Inc. reported that it entered into a distribution agreement with AvMEDICAL, a Service-Disabled Veteran-Owned Small Business that supplies medical and laboratory products to U.S. government agencies. AvMEDICAL’s national sales force will promote bioAffinity’s CyPath® Lung test to federal healthcare customers, including U.S. Department of Veterans Affairs medical centers, using its established procurement channels and indefinite-delivery, indefinite-quantity contracts. The agreement is intended to expand commercial access to CyPath Lung within government healthcare systems and provide an additional pathway for veterans to obtain the test.

CyPath Lung is a noninvasive, laboratory-developed test performed by Precision Pathology Laboratory Services, a wholly owned subsidiary of bioAffinity Technologies. In a published clinical trial of high-risk patients with small indeterminate lung nodules under 20 millimeters, CyPath Lung showed 92% sensitivity, 87% specificity, 88% accuracy, and 99% negative predictive value for detecting lung cancer, and is intended for use alongside imaging and other clinical information.

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.

bioAffinity Technologies develops noninvasive lung diagnostics, led by its CyPath® Lung test run through its Precision Pathology Laboratory Services subsidiary. For the six months ended June 30, 2026, net revenue was $2.86 million, down from $3.12 million a year earlier as the company exited unprofitable pathology services. Within this, CyPath® Lung testing revenue grew sharply to $835,000, up about 159% year over year on roughly 1,100 tests versus about 400 in 2025, reflecting faster physician adoption.

Operating expenses rose to $9.81 million, driven mainly by higher selling, general and administrative costs and ramp-up of a longitudinal CyPath® Lung clinical trial, leading to a net loss of $7.0 million for the first half of 2026 and an accumulated deficit of about $75.6 million. Cash and cash equivalents fell to $2.43 million at June 30, 2026, from $6.45 million at year-end, after $6.43 million of operating cash burn partly offset by $2.50 million of net financing inflows, including a June equity offering with $3.2 million gross proceeds. Management reports cash of $1.0 million as of August 3, 2026 and concludes there is substantial doubt about the company’s ability to continue as a going concern without additional capital. The company also received a Nasdaq notice for its share price remaining below $1, and has requested a hearing to appeal and maintain its listing while the panel reviews the case.

bioAffinity Technologies, Inc. reported net revenue of $1,510,579 for the quarter ended June 30, 2026, up 19% from $1,269,483 a year earlier, primarily from higher sales of its CyPath Lung diagnostic test. Net loss was $3,366,082 versus $4,060,787 in the prior-year quarter.

CyPath Lung test volume rose 216% year over year in Q2, and related testing revenue for the first six months of 2026 grew 159% to approximately $835,000, with 1,097 test reports delivered versus 390 a year earlier. Operating expenses increased to $4,845,443, reflecting higher clinical development and commercialization costs. Cash and cash equivalents were $2,429,719 as of June 30, 2026, after a June public offering that generated about $3.2 million in gross proceeds. The company advanced a longitudinal clinical trial for CyPath Lung and expanded its pipeline in asthma, COPD, and skin cancer therapeutics.

bioAffinity Technologies, Inc. reports it received a Nasdaq Listing Qualifications Staff Determination on July 30, 2026 stating that the bid price of its common stock closed below $1.00 per share for 30 consecutive business days from June 16 through July 29, 2026, violating the Nasdaq Capital Market Minimum Bid Price Requirement under Nasdaq Listing Rule 5550(a)(2).

Because the company effected a 1-for-30 reverse stock split on September 19, 2025, it is not eligible for the usual 180-calendar-day compliance period under Nasdaq Listing Rule 5810(c)(3)(A). bioAffinity intends to submit an appeal to Nasdaq on August 6, 2026, which will stay delisting and suspension pending a Nasdaq Hearings Panel decision, but there is no assurance that any extension will be granted or that continued listing can be maintained.