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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): August 12, 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
(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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 12, 2025, the board of directors (the “Board”) of bioAffinity, Inc. (the “Company”) appointed Roberto
Rios, CPA and John J. Oppenheimer, M.D. as members of the Board, each with an initial term expiring at the Company’s 2026 annual
meeting of stockholders.
Neither
Mr. Rios nor Dr. Oppenheimer was selected as a director pursuant to any arrangements or understandings with the Company or with any other
person, and there are no related party transactions between either Mr. Rios or Dr. Oppenheimer and the Company that would require disclosure
under Item 404(a) of Regulation S-K. The annual compensation of Mr. Rios and Dr. Oppenheimer will be consistent with that provided to
the Company’s other non-employee directors.
On
August 12, 2025, Gary Rubin informed the Board of the Company that he was resigning from the Board and from the Nominating and Corporate
Governance Committee effective immediately. Mr. Rubin’s resignation was not the result of any disagreement with the Company or
the Board on any matters relating to the operations, policies or practices.
In
connection with the appointments of Mr. Rios and Dr. Oppenheimer and the resignation of Mr. Rubin, the Board appointed Mr. Rios as the
Chair of the Audit Committee and as a member of the Compensation Committee. Dr. Oppenheimer was appointed to serve on the Nominating
and Corporate Governance Committee. In addition, the Board appointed Jamie Platt to serve on the Audit Committee, Robert Anderson to
serve on the Compensation Committee, and Jamie Platt to serve as the Chair of the Nominating and Corporate Governance Committee.
Item
8.01. Other Events.
On
August 18, 2025, the Company issued a press release announcing the appointments of Mr. Rios and Dr. Oppenheimer as directors of the Company.
A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated August 18, 2025 |
| 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: August 18, 2025 |
BIOAFFINITY
TECHNOLOGIES, INC.
(Registrant) |
| |
|
| |
By: |
/s/ Maria
Zannes |
| |
Name: |
Maria
Zannes |
| |
Title: |
President and Chief
Executive Officer |
