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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
July 25, 2025
Date
of Report (Date of earliest event reported)
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 78257
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.007 per share |
|
BIAF |
|
The
Nasdaq Stock Market LLC |
| Tradeable
Warrants to purchase Common Stock |
|
BIAFW |
|
The
Nasdaq Stock Market LLC |
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 ☒
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
5.07. Submission of Matters to a Vote of Security Holders.
At
the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of bioAffinity Technologies, Inc. (the “Company”)
held on July 25, 2025, the Company’s stockholders voted on six proposals, each of which is listed below and described in more detail
in the Company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on June 2, 2025.
With respect to each proposal, holders of the Company’s common stock, par value $0.007 per share (the “Common Stock”),
were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of May 29, 2025 (the “Record
Date”). On the Record Date there were 28,459,541 shares of the Company’s Common Stock
issued and outstanding and entitled to vote at the 2025 Annual Meeting.
The
following are the final results of voting on each of the proposals presented at the 2025 Annual Meeting:
Proposal
No. 1: Election of Directors.
The
stockholders elected each of the seven director nominees to serve on the Board until the 2026 Annual Meeting of Stockholders and until
such director’s successor has been duly elected and qualified.
| Nominee |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| Maria Zannes |
|
7,693,327 |
|
114,549 |
|
290,195 |
|
6,378,795 |
| Steven Girgenti |
|
7,658,376 |
|
111,500 |
|
328,195 |
|
6,378,795 |
| Robert Anderson |
|
7,632,198 |
|
109,288 |
|
356,585 |
|
6,378,795 |
| Peter Knight |
|
7,630,149 |
|
111,266 |
|
356,656 |
|
6,378,795 |
| Gary Rubin |
|
7,426,487 |
|
313,718 |
|
357,866 |
|
6,378,795 |
| Roby Joyce, MD |
|
7,629,826 |
|
112,674 |
|
355,571 |
|
6,378,795 |
| Jamie Platt, PhD |
|
7,631,076 |
|
111,611 |
|
355,384 |
|
6,378,795 |
Proposal
No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The
stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2025.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 12,748,238 |
|
451,298 |
|
1,277,330 |
|
- |
Proposal
No. 3: Reverse Stock Split Proposal
The
stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a Reverse Stock Split.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 11,606,440 |
|
2,750,237 |
|
120,189 |
|
- |
Proposal
No. 4: Issuance of Shares of Common Stock Upon Exercise of Warrants
The
stockholders approved the issuance of up to an aggregate of 2,926,166 shares of the Company’s Common Stock upon the exercise of
common stock purchase warrants issued to institutional investors and designees of the placement agent in connection with the Company’s
private placement offering that closed on February 26, 2025, that may be equal to or exceed 20% of the Company’s Common Stock outstanding
before such offering.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 7,110,141 |
|
970,281 |
|
17,649 |
|
6,378,795 |
Proposal
No. 5: Share Increase Amendment to the Certificate of Incorporation
The
stockholders approved the Share Increase Amendment to the Company’s Certificate of Incorporation..
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 11,830,169 |
|
2,607,455 |
|
39,242 |
|
- |
Proposal
No. 6: Anti-Dilution Adjustment Proposal
The
stockholders approved the anti-dilution provision of the Common Stock purchase warrants issued in connection with our public offering
that closed on May 7, 2025 and the reduction in exercise price of the May 2025 Warrants (subject to a floor price of $0.10 per share)
and corresponding increase in the number of shares issuable upon exercise thereof of up to an aggregate maximum of 49,907,811 shares
of our Common Stock, resulting from the triggering of such anti-dilution provision.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 6,098,633 |
|
915,454 |
|
1,083,984 |
|
6,378,795 |
Proposal
No. 7: Adjournment of the Annual Meeting
The
stockholders approved the adjournment of the 2025 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No.
3, Proposal No. 4, Proposal No. 5 and/or Proposal No. 6. However, such an adjournment was not necessary in light of the approval of Proposal
Nos. 3, 4, 5 and 6 at the 2025 Annual Meeting.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 12,133,858 |
|
2,302,571 |
|
40,437 |
|
- |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
bioAffinity
Technologies, Inc. |
| |
|
| Dated:
July 25, 2025 |
By: |
/s/
Maria Zannes |
| |
|
Maria
Zannes |
| |
|
President
and Chief Executive Officer |
