bioAffinity (BIAF/BIAFW) Faces Nasdaq Delisting; Equity $1.44M Shortfall

bioAffinity Technologies, Inc. disclosed that Nasdaq notified the company it failed to maintain the $1.00 minimum bid price for the period December 23, 2024 through February 6, 2025 and did not regain compliance by the 180-day cure deadline.

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. disclosed that Nasdaq notified the company it failed to maintain the $1.00 minimum bid price for the period December 23, 2024 through February 6, 2025 and did not regain compliance by the 180-day cure deadline. The Listing Qualifications Staff also determined the company is ineligible for a second compliance period because its reported stockholders' equity of $1,439,404 as of March 31, 2025 is below Nasdaq's $2,500,000 minimum for continued listing.

The company was told its securities will be scheduled for delisting and suspended at the opening of business on August 18, 2025 unless it requests an appeal by August 14, 2025. bioAffinity intends to file an appeal to stay the suspension and will present its plan to regain compliance; hearings are typically scheduled ~30-45 days after a hearing request and the Panel typically issues a decision within ~30 days after the hearing. The filing also notes a press release announcing increased commercial sales of CyPath® Lung.

Positive

• Appeal planned: The company intends to file an appeal by August 14, 2025, which will stay the scheduled suspension pending the Panel decision.
• Commercial traction: The company issued a press release reporting an increase in commercial sales of CyPath® Lung, which may support recovery efforts.

Negative

• Bid-price noncompliance: Common stock failed to maintain the $1.00 minimum closing bid for the 30-business-day measurement period cited by Nasdaq.
• Equity shortfall: Reported stockholders' equity of $1,439,404 is below Nasdaq's $2,500,000 minimum, creating an independent basis for delisting.
• Ineligible for second cure period: Because of the equity deficiency, the company was not eligible for a second 180-day bid-price compliance period.
• Scheduled suspension: Nasdaq scheduled the company's securities for delisting and suspension at the opening of business on August 18, 2025 unless an appeal is timely filed.

Insights

Financial Analyst

TL;DR: Nasdaq delisting risk is material due to both bid-price and equity shortfalls; the appeal buys time but does not guarantee retention of listing.

The filing shows two independent listing deficiencies: a sustained failure to meet the $1.00 minimum bid price and a stockholders' equity shortfall relative to the $2.5M requirement. The reported equity of $1,439,404 is approximately $1,060,596 below Nasdaq's threshold, creating a structural listing barrier that prevents a second 180-day bid-price cure period. The company will appeal, which stays the suspension pending a Panel hearing, but absent demonstrable, near-term equity restoration or a sustained market-price recovery, the risk to the listing is significant.

Corporate Governance / Listing Compliance Expert

TL;DR: The combined equity deficiency and bid-price noncompliance present material governance and financing challenges for continued Nasdaq listing.

The filing confirms the company submitted a compliance plan on July 14, 2025 but remains noncompliant with Nasdaq Listing Rule 5550(b)(1) due to reported $1,439,404 in stockholders' equity. Nasdaq has invoked Listing Rule 5810(d)(2) so the equity deficiency now independently supports delisting. The planned appeal (to be filed by August 14, 2025) will pause suspension until the Panel rules, with hearings typically occurring 30-45 days after the request. The company must demonstrate sustainable capitalization or other acceptable remedies to preserve listing status.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

What Nasdaq rules did bioAffinity (BIAFW) fail to meet?

The company failed the $1.00 Minimum Bid Price Requirement and the Continued Listing Equity Requirement (Nasdaq's $2,500,000 minimum).

What is bioAffinity's reported stockholders' equity and how does it compare to the requirement?

The filing reports $1,439,404 in stockholders' equity as of March 31, 2025, which is below Nasdaq's $2,500,000 requirement.

What immediate steps has the company taken to address delisting?

The company submitted a compliance plan on July 14, 2025 and intends to file an appeal by August 14, 2025 to stay the suspension pending a hearing.

When would the company's securities be suspended if no appeal is filed?

Nasdaq scheduled suspension at the opening of business on August 18, 2025 unless the company requests an appeal by August 14, 2025.

Does filing an appeal stop the delisting immediately?

Yes. The filing states that submitting an appeal will stay the delisting and suspension of the company's securities pending the Panel's decision.

What is the expected timing for the hearing and Panel decision?

The filing notes hearings are typically scheduled approximately 30-45 days after the hearing request and the Panel typically issues its decision within 30 days after the hearing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2025 - 04:16 PM Learn about SEC filing dates

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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 7, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in a Current Report on Form 8-K filed by bioAffinity Technologies, Inc. (the “Company”), on February 7, 2025, the Company received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (December 23, 2024 through February 6, 2025), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). Therefore, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or util August 6, 2025, to regain compliance with the rule.

As previously reported in a Current Report on Form 8-K filed by the Company, on May 27, 2025 the Company received written notice from the Staff stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Continued Listing Equity Requirement”) because the stockholders’ equity of the Company of $1,439,404 as of March 31, 2025, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days to submit a plan (a “Compliance Plan”) to regain compliance with the Continued Listing Equity Requirement. On July 14, 2025, the Company submitted its plan to regain compliance with the Continued Listing Equity Requirement.

On August 7, 2025, the Company received written notice from the Listing Qualifications Staff of Nasdaq that the Company has not regained compliance with the Minimum Bid Price Requirement by August 6, 2025 and is not eligible for a second 180 day compliance period as the Company does not comply with the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market. As a result, unless the Company requests an appeal to a hearings panel (the “Panel”) by August 14, 2025, the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on August 18, 2025.

In addition, as of the date hereof, the Company has not regained compliance with the Continued Listing Equity Requirement. As a result and pursuant to Listing Rule 5810(d)(2), this deficiency now serves as an additional basis for delisting of the Company’s securities.

The Company intends to submit an appeal to Nasdaq on August 14, 2025, which will stay the delisting and suspension of the Company’s securities pending the decision of the Panel. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. At the hearing, the Company intends to present its views and its plans to regain compliance with the Minimum Bid Price Requirement and the Continued Listing Equity Requirement to the Panel. There can be no assurance that the Company will be able to evidence compliance with the Minimum Bid Price Rule, the Continued Listing Equity Requirement or any other applicable requirements for continued listing on The Nasdaq Capital Market prior to the hearing. It is the Company’s understanding that the Panel typically issues its decision within 30 days after the hearing.

There can be no assurance that the Panel will grant the Company any extension period within which to regain compliance with the Minimum Bid Price Requirement and the Continued Listing Equity Requirement, or if any such extension period is granted, that the Company will regain compliance with the Minimum Bid Price Requirement and the Continued Listing Equity Requirement within such extension period, or that the Company will be successful in otherwise maintaining the listing of its common stock on The Nasdaq Capital Market.

This report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than expected based on the typical time periods in published Nasdaq guidance, which shorter timeline(s) may be unfavorable for the Company and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

Item 8.01. Other Events.

On August 13, 2025, the Company issued a press release announcing an increase in commercial sales of its flagship product, CyPath® Lung, a noninvasive diagnostic for early-stage cancer.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by bioAffinity Technologies, Inc., dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

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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 13, 2025	BIOAFFINITY TECHNOLOGIES, INC.
	By:	/s/ Maria Zannes
	Name:	Maria Zannes
	Title:	President and Chief Executive Officer

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