Warrant changes at bioAffinity (NASDAQ: BIAFW) cut May 2025 share pool

Rhea-AI Filing Summary

bioAffinity Technologies, Inc. entered into amendments to two series of outstanding warrants. Effective as of August 12, 2025, the Company and the warrant holders agreed to raise the Floor Price in both the May 2025 Warrants and the August 2025 Warrants from $0.10 to $0.15 per share. This change reduced the total number of shares issuable upon exercise of the May 2025 Warrants from 53,377,497 to 35,584,997, meaning fewer shares can be issued if those warrants are fully exercised. The August 2025 Warrants remain subject to shareholder approval, and the detailed amendment terms are provided in the attached warrant amendment exhibits.

Insights

Capital structure & securities analyst

bioAffinity raised warrant floor prices, cutting potential shares from one warrant series.

bioAffinity Technologies, Inc. and holders of its May 2025 and August 2025 Warrants agreed, effective August 12, 2025, to increase the Floor Price from $0.10 to $0.15 per share. A higher Floor Price means each warrant now requires a higher underlying share price threshold for the pricing adjustment mechanism, changing how many shares are ultimately issuable.

As a direct result, the total shares issuable upon exercise of the May 2025 Warrants decreased from 53,377,497 to 35,584,997. Fewer issuable shares from this series can lessen potential dilution to existing common shareholders if these warrants are exercised in full. The August 2025 Warrants remain subject to shareholder approval, so their ultimate terms and impact depend on that shareholder vote.

The amendments are documented in the forms of May 2025 Warrant Amendment and August 2025 Warrant Amendment filed as exhibits 4.1 and 4.2. Future company disclosures around the status of shareholder approval for the August 2025 Warrants will help clarify how these revised terms affect the overall capital structure.

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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 2, 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 1.01 Entry into a Material Definitive Agreement

On September 2, 2025, bioAffinity Technologies, Inc, (the “Company”) and the holders of the warrants issued by the Company on May 7, 2025 (the “May 2025 Warrants”) and the warrants issued by the Company on August 13, 2025 (the “August 2025 Warrants”) agreed, effective as of August 12, 2025, to amend the Floor Price (as such term is defined in each of the May 2025 Warrants and the August 2025 Warrants) so as to increase it from $0.10 to $0.15. As a result, the total number of shares issuable upon exercise of the May 2025 Warrants was reduced from 53,377,497 to 35,584,997. Further, the August 2025 Warrants remain subject to shareholder approval.

The foregoing descriptions of the amendment to the May 2025 Warrant (the “May 2025 Warrant Amendment”) and the amendment to the August 2025 Warrant (the “August 2025 Warrant Amendment”) are not complete and are qualified in their entirety by the full text of the form of May 2025 Warrant Amendment and the form of August 2025 Warrant Amendment, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of May 2025 Warrant Amendment
4.2		Form of August 2025 Warrant Amendment
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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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: September 2, 2025	BIOAFFINITY TECHNOLOGIES, INC.
	By:	/s/ Maria Zannes
	Name:	Maria Zannes
	Title:	President and Chief Executive Officer

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FAQ

What did bioAffinity Technologies (BIAFW) report in its latest 8-K?

The Company reported that it entered into amendments with holders of its May 2025 and August 2025 Warrants, effective as of August 12, 2025, to change key pricing terms and the number of shares issuable under those warrants.

How did bioAffinity change the Floor Price on its May and August 2025 Warrants?

bioAffinity and the warrant holders agreed to amend both the May 2025 Warrants and the August 2025 Warrants to increase the Floor Price from $0.10 to $0.15 per share, altering the economics of future warrant exercise.

How many shares are now issuable from bioAffinitys May 2025 Warrants?

After the amendment, the total number of shares issuable upon exercise of the May 2025 Warrants was reduced from 53,377,497 to 35,584,997, meaning fewer shares can be issued if that series is fully exercised.

Are the August 2025 Warrants at bioAffinity already effective under the new terms?

No. The filing states that the August 2025 Warrants remain subject to shareholder approval, so their amended terms will depend on the outcome of that approval process.

Where can investors find the detailed terms of the bioAffinity warrant amendments?

The detailed terms are contained in the form of May 2025 Warrant Amendment and the form of August 2025 Warrant Amendment, which are filed as Exhibits 4.1 and 4.2 to the report.

Why is this 8-K considered a material definitive agreement for bioAffinity?

Because it documents amendments to previously issued May 2025 and August 2025 Warrants that change the Floor Price and, for the May 2025 Warrants, reduce the total number of shares issuable, which affects the Companys potential capital structure.