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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): September 17, 2025
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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As
previously reported in a Current Report on Form 8-K with the Securities and Exchange Commission
(the “SEC”), on July 25, 2025, bioAffinity Technologies, Inc. (the “Company”) held its annual meeting
of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved a proposal to amend the Company’s
certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.007 (the
“Common Stock”) at a ratio of one-for two (1:for:2) to one-for-one hundred (1:for:100), with the ratio within such range
to be determined at the discretion of the Company’s board of directors (the “Board”).
Following
the Annual Meeting, the Board approved a one-for-thirty (1-for-30) reverse split of the Company’s issued and outstanding shares
of Common Stock (the “Reverse Stock Split”). On September 17, 2025, the Company filed with the Secretary of State of the
State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect
the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on September 18, 2025, and the Company’s
common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on September 19, 2025. The Reverse Stock
Split is primarily intended to bring the Company into compliance with Nasdaq’s
minimum bid price requirement.
When
the Reverse Stock Split becomes effective, every thirty (30) shares of the Company’s issued and outstanding Common Stock will be
automatically combined, converted and changed into one (1) share the Company’s Common Stock, without any change in the number of
authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and
the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares
of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. The
Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests
in our company, except those stockholders who would have otherwise received fractional shares who will receive cash in lieu of such fractional
shares.. Holders of the Company’s Common Stock held in book-entry form or through a bank, broker or other nominee do not
need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s
transfer agent regarding their Common Stock ownership post- Reverse Stock Split.
The
Company’s Common Stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “BIAF”, but
the security has been assigned a new CUSIP number (09076W307).
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
7.01 Regulation FD Disclosure
On
September 17, 2025, the
Company issued a press release announcing the Reverse Stock Split. A copy of the press release
is furnished to this Current Report on Form 8-K as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after
the date of this Current Report, regardless of any general incorporation language in any such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of bioAffinity Technologies, Inc. |
| 99.1 |
|
Press release dated September 17, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the 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:
September 17, 2025 |
BIOAFFINITY
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Maria Zannes |
| |
Name: |
Maria
Zannes |
| |
Title: |
President
and Chief Executive Officer |
