false
0001712762
0001712762
2026-03-13
2026-03-13
0001712762
BIAF:CommonStockParValue.007PerShareMember
2026-03-13
2026-03-13
0001712762
BIAF:TradeableWarrantsToPurchaseCommonStockMember
2026-03-13
2026-03-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 13, 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
2.02. Results of Operation and Financial Condition.
On
March 13, 2026, bioAffinity Technologies, Inc., a Delaware corporation (the “Company”), issued a press release that included
financial information for its year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this
Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference
into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is furnished with this Current Report on Form 8-K:
| Exhibit |
|
Description |
| 99.1 |
|
Press Release issued by bioAffinity Technologies, Inc. dated March 13, 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:
March 13, 2026 |
BIOAFFINITY
TECHNOLOGIES, INC.
(Registrant) |
| |
|
| |
By: |
/s/
Maria Zannes |
| |
Name: |
Maria
Zannes |
| |
Title: |
President
and Chief Executive Officer |
Exhibit 99.1

bioAffinity
Technologies Announces Record 2025 Revenue and Unit Sales for Flagship Lung Cancer Diagnostic CyPath® Lung
Laboratory
business streamlined in 2025 to focus on profitable diagnostic testing services including the Company’s high-value CyPath®
Lung test
Number
of CyPath® Lung tests performed in 2025 increased by 99% compared to 2024
Orders
for CyPath® Lung by physicians and clinics rose 67% YoY due to peer-to-peer marketing, positive real-world experiences and growing
test awareness
SAN
ANTONIO, Texas – March 13, 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 reported
financial results for the year ended December 31, 2025.
2025
Highlights
| ● | Record
CyPath® Lung Revenue and Unit Sales. Revenue from our noninvasive diagnostic
for lung cancer increased 87% over 2024 with the number of tests performed rising 99% year
over year, reflecting growing clinical utilization and validating the first phase of our
commercialization strategy. The Company’s strategic decision to discontinue unprofitable
pathology services and reallocate resources to the commercialization of CyPath® Lung
led to a 34% decrease in total revenue and a 9% decrease in operating expenses compared to
2024, respectively. |
| | | |
| ● | Expanded
Physician Network. The number of physician offices and clinics ordering CyPath® Lung
for their patients increased 67% over 2024. We expect the trend to accelerate in 2026 as
we expand our sales force into new markets. Peer-to-peer physician engagement remains a key
driver of growth. Compelling patient case studies and key opinion leaders (KOLs) who are
sharing their clinical experience are building awareness and clinical adoption of CyPath®
Lung. |
| ● | Leadership
Appointments. Gordon Downie, MD, PhD, joined bioAffinity Technologies as Chief Medical
Officer, bringing more than three decades of experience in pulmonary medicine, clinical research,
medical innovation, and interventional pulmonology to the role. Roberto Rios, CPA, and John
J. Oppenheimer, MD, were appointed to the Board of Directors in 2025. Mr. Rios has more than
four decades of executive leadership experience in corporate finance and governance across
industries including biotechnology and medical devices. Dr. Oppenheimer is a recognized leader
in the diagnosis and treatment of asthma and COPD and directs clinical research in lung health
while also teaching at the University of Medicine and Dentistry of New Jersey-Rutgers. |
| | | |
| ● | Successful
Financings. The Company raised approximately $16.9 million in gross proceeds during 2025
from equity transactions to fund CyPath® Lung clinical development, commercialization,
and operational expansion. |
| | | |
| ● | CyPath®
Lung-Centered Performance. Through targeted operational streamlining and the discontinuation
of certain unprofitable pathology services at our laboratory, Precision Pathology Laboratory
Services (PPLS), we positioned CyPath® Lung as the core driver of long-term shareholder
value. While these actions contributed to lower consolidated revenue in the short term, they
improved operating focus and cost structure and are intended to position our noninvasive
lung cancer diagnostic for scalable growth and improved long-term margin potential. |
| | | |
| ● | Innovation
Pipeline Progress. Research and development continued on diagnostic tests for chronic
obstructive pulmonary disease (COPD) and asthma that build on our expertise in using sputum
as a sample for flow cytometric analysis. Research is focused on detecting specific receptors
in sputum to guide personalized treatment and identify patients likely to benefit from emerging
targeted therapies. Asthma and COPD impact approximately 650 million children and adults
globally.1 We expect to begin patient studies in 2026. |
| | | |
| ● | Expanded
Global Intellectual Property Portfolio. During 2025, we strengthened our intellectual
property portfolio supporting CyPath® Lung and our broader flow cytometry platform through
multiple patent allowances and acceptances. These included notification of allowance from
the U.S. Patent and Trademark Office for our diagnostic algorithm and test method, patent
allowances in Canada and China covering flow cytometry-based lung cancer detection methods,
and acceptance of patent applications in Australia related to early-stage lung cancer detection
and multi-disease lung health assessment. These developments further expand international
protection of our diagnostic technology and support our long-term commercialization strategy. |
1
https://academic.oup.com/ajrccm/article/212/2/297/8444672?login=false&utm
Management
Commentary
“2025
was a transformational year for bioAffinity Technologies. We took deliberate actions to streamline operations at PPLS and align our resources
behind the national expansion of CyPath® Lung,” said Maria Zannes, bioAffinity President and Chief Executive Officer. “While
these actions contributed to a decrease in consolidated revenue, we believe that the Company is now better positioned to leverage revenue
generated from the profitable testing services performed in our lab. Importantly, revenue for our core value driver, CyPath® Lung,
increased 87% year over year, reflecting continued physician adoption and growing clinical utilization.
“The
work we accomplished in 2025 was intentional and strategic. We strengthened our capital base, removed unprofitable legacy services from
PPLS services and concentrated on high-value diagnostics. The launch of our longitudinal trial and our ongoing integration into the military
healthcare system are both significant milestones that support our strategy of establishing CyPath® Lung as a standard of care for
indeterminate pulmonary nodules and a tool for surveillance after cancer treatment.
“Every
day, we hear from practitioners who confirm the need for noninvasive, accurate lung cancer diagnostics, particularly when imaging and
risk models are inconclusive or turn out to be wrong. CyPath® Lung remains our first priority. It is a gamechanger that provides
clinical confidence for physicians and better outcomes for patients. We believe our focus on improving care for patients at risk for
lung cancer and other pulmonary diseases will create long-term value for our shareholders.”
2026
Outlook
| ● | Financial
Outlook. bioAffinity entered 2026 with strong momentum, building on a year of increased
sales and revenue growth and positioning the Company for continued expansion in the lung
cancer diagnostics market. Our forecast for unit sales of CyPath® Lung reflects an increase
of greater than 100% over 2025, with a corresponding increase in revenues for our noninvasive
lung cancer diagnostic. We will continue to expand our market both geographically and by
the number of physicians and medical facilities adding CyPath® Lung to the diagnostic
pathway for patients with indeterminate pulmonary nodules and to post-treatment care for
surveillance of lung cancer survivors. |
| | | |
| ● | Market
Opportunity. Consistent with estimates from the US Preventive Services Task Force, the
number of indeterminate pulmonary nodules detected in the U.S. through lung cancer screening
and incidental imaging is projected to grow 62% from 2.9 million in 2025 to 4.7 million in
2030, representing an estimated market opportunity exceeding $4.7 billion for CyPath®
Lung. The forecast assumes 10% compound annual growth from 2024–2030, driven by increased
lung cancer screening adoption, improved adherence to screening guidelines, and enhanced
detection through AI-enabled imaging tools. Another market opportunity opening up for CyPath®
Lung is its potential to improve post-treatment surveillance for lung cancer survivors. The
number of Americans living with lung cancer is projected to increase 28% from 680,450 in
2025 to 871,580 in 20352, representing an estimated $870 million market opportunity
over the next decade. |
2
*Wagel, et al. Cancer treatment and survivorship statistics, 2025 CA Cancer J Clin. 2025 Sep 13;75(6):683.
| ● | CyPath®
Lung Longitudinal Trial. In March 2026, we enrolled the first patient in our longitudinal
study evaluating CyPath® Lung as a noninvasive diagnostic for high-risk patients with
indeterminate pulmonary nodules. The trial plans to enroll up to 2,000 patients across 17
Veterans Administration (VA), military, academic, and private medical centers and will assess
the sensitivity and specificity of the test over a follow-up period of up to two years. The
John P. Murtha Cancer Center Research Program (MCCRP), a research program within the Department
of Surgery at the Uniformed Services University of the Health Sciences in Bethesda, Maryland,
is providing support and funding associated with the trial at several federal facilities.
This study is intended to provide additional clinical validation to support broader adoption
in federal and commercial markets. |
| | | |
| ● | Military
Research Collaboration to Expand Sample Collection Options for CyPath® Lung. In February
2026, we announced a collaboration with Brooke Army Medical Center (BAMC) to evaluate the
use of CyPath® Lung on sputum samples obtained via tracheal and bronchial suctioning
during bronchoscopy. This study is designed to assess the clinical utility of CyPath®
Lung for earlier detection of lung cancer in patients undergoing standard bronchoscopy procedures,
potentially expanding the test’s applicability to a larger patient population and increasing
integration into pulmonology workflows. |
| | | |
| ● | Real-World
Case Studies Validate CyPath® Lung. The Company released 10 patient case studies
in 2025 including multiple cases in which CyPath® Lung detected curative Stage 1A lung
cancer. In February 2026, we released two new real-world clinical cases in which a negative
CyPath® Lung test result supported the physician’s decision to continue monitoring
high-risk patients with indeterminate nodules through noninvasive surveillance. CyPath®
Lung guided physician decision-making and reduced the burden on the patients by easing anxiety
and helping them avoid additional invasive, costly and often risky procedures. The body of
clinical evidence behind CyPath® Lung and real-world case studies continues to grow. |
| | | |
| ● | Positive
Findings Presented at AAAAI on Expansion of Platform Technology to Asthma. In February
2026, the Company presented research on the ability of our innovative diagnostic platform
to identify antibody drug receptors in sputum, including receptors for dupilumab, a leading
therapy for asthma and chronic obstructive pulmonary disease (COPD), and benralizumab, another
asthma therapy. The research supports advancement of the Company’s pipeline tests aimed
at guiding personalized treatment decisions and improving disease monitoring for asthma and
COPD sufferers. |
2025
Financial Results
| ● | Revenue
was $6.2 million, compared with $9.4 million for 2024. The decrease reflects targeted strategic
actions to discontinue certain unprofitable services and reallocate resources toward CyPath®
Lung. Testing revenue for CyPath® Lung increased 87% year-over-year, driven by increased
adoption by physicians and clinics, including the VA. |
| | | |
| ● | Operating
expenses decreased 9% to $16.7 million in 2025, primarily due to strategic actions aimed
at streamlining and reducing lab operation costs. |
| | | |
| ● | Research
and development expenses were $1.4 million in 2025, slightly lower than the prior year, reflecting
ongoing investment in lab operations and preclinical development. |
| | | |
| ● | Selling,
general and administrative expenses remained flat at $9.9 million. |
| | | |
| ● | Net
loss for the year ended December 31, 2025, was $14.9 million, compared to $9.0 million for
2024. The increase was primarily attributable to changes in the fair value of warrants, expanded
sales activities and increased clinical development. |
| | | |
| ● | Cash
and cash equivalents as of December 31, 2025, were $6.5 million, compared with $1.1 million
at the end of 2024. The Company raised $16.9 million in multiple financings in 2025 to support
ongoing operations. |
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. Clinical study results demonstrated 92% sensitivity, 87% specificity and 88% accuracy in detecting
lung cancer in patients at high risk for the disease who had small indeterminate lung nodules less than 20 millimeters.
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. 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 successfully commercialize and achieve market acceptance of CyPath® Lung; the Company’s
ability to raise additional capital to fund operations; the Company’s history of losses and ability to achieve profitability; the
Company’s reliance on CyPath® Lung as its primary revenue-generating product; changes in the regulatory landscape for laboratory
developed tests, including potential FDA oversight; the Company’s ability to obtain and maintain adequate reimbursement from third-party
payors; the outcome of the Company’s clinical trials and studies; the Company’s ability to attract and retain qualified personnel;
competition from existing and new diagnostic techniques; the Company’s ability to protect its intellectual property; the Company’s
ability to maintain its Nasdaq listing; general economic, political, and market conditions; and the other factors discussed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 to be filed with the Securities and Exchange Commission today, 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
bioAffinity
Technologies, Inc.
Consolidated
Balance Sheets
As
of December 31, 2025 and 2024
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 6,449,782 | | |
$ | 1,105,291 | |
| Accounts and other receivables, net | |
| 541,962 | | |
| 1,139,204 | |
| Inventory | |
| 53,548 | | |
| 27,608 | |
| Prepaid expenses and other current assets | |
| 519,916 | | |
| 422,995 | |
| | |
| | | |
| | |
| Total current assets | |
| 7,565,208 | | |
| 2,695,098 | |
| | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | |
| Property and equipment, net | |
| 265,593 | | |
| 375,385 | |
| Operating lease right-of-use asset, net | |
| 334,289 | | |
| 463,011 | |
| Finance lease right-of-use asset, net | |
| 661,575 | | |
| 780,872 | |
| Goodwill | |
| 1,404,486 | | |
| 1,404,486 | |
| Intangible assets, net | |
| 716,806 | | |
| 775,139 | |
| Other assets | |
| 12,815 | | |
| 19,676 | |
| | |
| | | |
| | |
| Total assets | |
$ | 10,960,772 | | |
$ | 6,513,667 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 761,901 | | |
$ | 987,311 | |
| Accrued expenses | |
| 1,717,989 | | |
| 1,398,722 | |
| Unearned revenue | |
| 42,405 | | |
| 24,404 | |
| Operating lease liability, current portion | |
| 139,220 | | |
| 127,498 | |
| Finance lease liability, current portion | |
| 139,490 | | |
| 395,301 | |
| Notes payable, current portion | |
| 105,161 | | |
| 171,669 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 2,906,166 | | |
| 3,104,905 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Operating lease liability, net of current portion | |
| 202,878 | | |
| 342,098 | |
| Finance lease liability, net of current portion | |
| 532,759 | | |
| 444,448 | |
| Notes payable, net of current portion | |
| 41,313 | | |
| 20,180 | |
| | |
| | | |
| | |
| Total liabilities | |
| 3,683,116 | | |
| 3,911,631 | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, $0.001 per share; 20,000,000 shares authorized; 700 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively | |
| 1 | | |
| — | |
| Common Stock, par value $0.007 per share; 350,000,000 shares authorized; 4,498,675 and 519,158 issued and outstanding at December 31, 2025 and 2024, respectively(1) | |
| 31,461 | | |
| 106,593 | |
| Additional paid-in capital(1) | |
| 75,800,258 | | |
| 56,139,753 | |
| Accumulated deficit | |
| (68,554,064 | ) | |
| (53,644,310 | ) |
| Total stockholders’ equity | |
| 7,277,656 | | |
| 2,602,036 | |
| | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 10,960,772 | | |
$ | 6,513,667 | |
| (1) |
The
values of Common Stock and paid-in capital, as well as the number of shares issued and outstanding, have been retroactively adjusted
in order to give effect to the Company’s 1-for-30 reverse stock split. |
bioAffinity
Technologies, Inc.
Consolidated
Statements of Operations
For
the Years Ended December 31, 2025 and 2024
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Net Revenue | |
$ | 6,161,959 | | |
$ | 9,362,022 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Direct costs and expenses | |
| 4,226,799 | | |
| 5,983,475 | |
| Research and development | |
| 1,383,359 | | |
| 1,461,227 | |
| Clinical development | |
| 705,744 | | |
| 321,655 | |
| Selling, general and administrative | |
| 9,913,729 | | |
| 9,943,473 | |
| Depreciation and amortization | |
| 504,836 | | |
| 605,637 | |
| | |
| | | |
| | |
| Total operating expenses | |
| 16,734,467 | | |
| 18,315,467 | |
| | |
| | | |
| | |
| Loss from operations | |
| (10,572,508 | ) | |
| (8,953,445 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest income | |
| 23,385 | | |
| 17,610 | |
| Interest expense | |
| (44,372 | ) | |
| (92,475 | ) |
| Other income | |
| 40,490 | | |
| 10,323 | |
| Other expense | |
| (502,429 | ) | |
| (10,194 | ) |
| Change in fair value of warrants issued | |
| (3,810,278 | ) | |
| — | |
| | |
| | | |
| | |
| Loss before income tax expense | |
| (14,865,712 | ) | |
| (9,028,181 | ) |
| | |
| | | |
| | |
| Income tax expense | |
| (44,042 | ) | |
| (11,650 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (14,909,754 | ) | |
$ | (9,039,831 | ) |
| | |
| | | |
| | |
| Net loss per common share, basic and diluted(2) | |
$ | (8.66 | ) | |
$ | (22.50 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding(2) | |
| 1,721,082 | | |
| 404,167 | |
| (2) |
The
values of Common Stock and paid-in capital, as well as the number of shares issued and outstanding, have been retroactively adjusted
in order to give effect to the Company’s 1-for-30 reverse stock split. |