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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.
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) |
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 |
