bioAffinity Technologies (NASDAQ: BIAF) raises $3.2M in stock and pre-funded warrant sale
Rhea-AI Filing Summary
bioAffinity Technologies, Inc. completed a best efforts public offering of 4,000,000 securities, consisting of 1,040,000 shares of common stock and pre-funded warrants to purchase up to 2,960,000 shares, at $0.80 per share or $0.793 per pre-funded warrant, generating gross proceeds of about $3.2 million before fees.
Each pre-funded warrant is immediately exercisable for one share at an exercise price of $0.007 and remains exercisable until used, subject to a 4.99% (or 9.99% at the holder’s election) beneficial ownership cap. The company agreed to 30-day restrictions on additional equity issuances and at-the-market offerings, broader limits on variable rate transactions for three months, and 30-day lock-ups for executives and directors. After the offering, 6,283,061 shares of common stock are outstanding, and proceeds are earmarked for working capital and general corporate purposes.
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Insights
bioAffinity raises $3.2M in a small, structured equity offering with short-term issuance limits.
The company completed a best efforts public offering of common stock and pre-funded warrants for gross proceeds of $3.2 million. Securities were priced at $0.80 per share and $0.793 per pre-funded warrant, with warrants exercisable at $0.007 per share.
The structure mixes immediate equity with low-priced pre-funded warrants, which can convert into common stock over time. Beneficial ownership limits of 4.99% or 9.99% cap any single holder’s post-exercise stake, potentially spreading the position among investors.
Short-term constraints include 30-day bans on most new equity issuances and at-the-market offerings, three-month limits on variable rate transactions, and 30-day lock-ups for executives and directors from the June 16, 2026 closing. These terms temporarily stabilize capital-raising activity while the new capital is deployed.
8-K Event Classification
Key Figures
Key Terms
best efforts public offering financial
pre-funded warrants financial
beneficial ownership financial
Laboratory Developed Test (LDT) technical
Clinical Laboratory Improvement Amendments (CLIA) regulatory
variable rate transactions financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2026, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), consummated a best efforts public offering (the “Offering”) of an aggregate of (i) 1,040,000 shares (the “Shares”) of common stock, par value $0.007 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,960,000 shares of Common Stock (“Pre-Funded Warrants Shares”) in lieu of Shares. Each Share was sold at a public offering price of $0.80. Each Pre-Funded Warrant was sold at a public offering price of $0.793.
The aggregate gross proceeds from the Offering were approximately $3.2 million, before deducting placement agent fees and other offering expenses. The Company intends to use the proceeds of the Offering for working capital and other general corporate purposes.
The Securities Purchase Agreement
In connection with the Offering, on June 16, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed not to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering and will not enter into variable rate transactions for a period of three (3) months following the closing of the Offering, subject to certain exceptions, including that the prohibition against entering into an “at the market” offering will expire thirty (30) days following the closing of the Offering.
The foregoing does not purport to be a complete description of the Purchase Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Placement Agency Agreement
Also, in connection with the Offering, on June 16, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with WallachBeth Capital LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering. The Company paid the Placement Agent an aggregate fee equal to 7.5% of the gross proceeds raised in the Offering and reimbursed the Placement Agent $120,000 for its expenses in connection with the Offering.
The Placement Agency Agreement and the Purchase Agreement each contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the purchasers in the Offering, as the case may be, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the Company’s executive officers and directors have entered into agreements providing that, for a period of thirty (30) days from the closing of the Offering, each of these persons may not, subject to customary exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities without the prior written consent of the Placement Agent. The Placement Agency Agreement also provides that the Company will not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock equivalents for a period of thirty (30) days from the closing of the Offering and will not enter into variable rate transactions for a period of three (3) months following the closing of the Offering, subject to certain exceptions, including that the prohibition against entering into an “at the market” offering will expire thirty (30) days following the closing of the Offering.
The foregoing does not purport to be a complete description of the Placement Agency Agreement, and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Securities Offered
Each Pre-Funded Warrant is immediately exercisable for one (1) share of Common Stock at an exercise price of $0.007 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full. The exercise price of the Pre-Funded Warrants and number of Pre-Funded Warrant Shares will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.
The Pre-Funded Warrants may be exercised on a cashless basis at any time. A holder of the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of the Company’s shares of Common Stock outstanding immediately after giving effect to the exercise.
The Shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-296764), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) that became effective on June 16, 2026.
The foregoing does not purport to be a complete description of each of the Pre-Funded Warrants and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
The Company issued a press release announcing the pricing of the Offering on June 17, 2026. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
The Company issued a press release announcing the closing of the Offering on June 18, 2026. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.
As of the date of this Current Report on Form 8-K, after the closing of the Offering there are 6,283,061 shares of Common Stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Placement Agency Agreement, dated as of June 16, 2026, by and between bioAffinity Technologies, Inc. and WallachBeth Capital LLC | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Placement Agent Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release dated June 17, 2026 | |
| 99.2 | Press Release dated June 18, 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: June 18, 2026 | BIOAFFINITY TECHNOLOGIES, INC. | |
| By: | /s/ Maria Zannes | |
| Name: | Maria Zannes | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
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bioAffinity Technologies Announces Pricing of $3.2 Million Offering
SAN ANTONIO, Texas – June 17, 2026 – bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company focused on the need for noninvasive, accurate tests for the detection of early-stage lung cancer and other lung diseases, today announced that it has priced a Public Offering of securities as described below for aggregate gross proceeds to the Company of $3.2 million, before deducting agent fees and other estimated expenses payable by the company.
The offering consists of 4,000,000 shares of its common stock, par value $0.007 per share (or pre-funded warrants in lieu thereof) at a purchase price of $0.80 per share (or $0.793 per pre-funded warrant). Each pre-funded warrant will be exercisable for one share of common stock and will be immediately exercisable and will expire when exercised in full.
The closing of the offering is expected to occur on or about June 18, 2026, subject to the satisfaction of customary closing conditions.
WallachBeth Capital, LLC is acting as sole placement agent for the offering.
The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-296764), as amended, previously filed and declared effective by the Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.
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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 close the offering when anticipated and the risk 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
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Exhibit 99.2
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bioAffinity Technologies Announces Closing of $3.2 Million Offering
SAN ANTONIO, Texas – June 18, 2026 – bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company focused on the need for noninvasive, accurate tests for the detection of early-stage lung cancer and other lung diseases, today announced the closing of its previously announced public offering of securities as described below for aggregate gross proceeds to the Company of $3.2 million, before deducting agent fees and other estimated expenses payable by the company.
The offering consisted of 4,000,000 shares of its common stock, par value $0.007 per share (or pre-funded warrants in lieu thereof) at a purchase price of $0.80 per share (or $0.793 per pre-funded warrant). Each pre-funded warrant will be exercisable for one share of common stock and will be immediately exercisable and will expire when exercised in full.
The closing of the offering is expected to occur on or about June 18, 2026, subject to the satisfaction of customary closing conditions.
WallachBeth Capital, LLC acted as sole placement agent for the offering.
The securities described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-296764), as amended, previously filed and declared effective by the Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.
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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 close the offering when anticipated and the risk 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
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