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bioAffinity Technologies, Inc. filed a Current Report on Form 8-K disclosing a corporate action: the company announced a Reverse Stock Split and furnished a related press release dated September 17, 2025. The filing also includes a Certificate of Amendment to the Certificate of Incorporation as Exhibit 3.1, and the press release is furnished as Exhibit 99.1. The 8-K indicates these documents are part of the company's report of a material event but does not provide the split ratio or detail any effects on shares outstanding, shareholder approvals, or listing status within the disclosed text.
bioAffinity Technologies, Inc. filed an amended prospectus to register up to 32,495,628 shares of common stock for resale by existing investors and other selling stockholders. These resale shares include stock issuable upon conversion of Series B preferred stock and upon exercise of several sets of warrants, including Private Warrants, Inducement Warrants, May 2025 Warrants and advisor and placement agent warrants.
The company itself is not selling shares in this offering and will not receive proceeds from stockholder resales, but may receive cash if investors convert the preferred stock or exercise the registered warrants. The filing stems from recent financings and warrant inducement transactions completed in August 2025 and related anti-dilution adjustments to May 2025 warrants.
bioAffinity develops noninvasive diagnostics such as its CyPath® Lung test for early-stage lung cancer and continues to advance additional lung disease diagnostics and oncology therapeutic research while operating as an emerging growth and smaller reporting company.
bioAffinity Technologies, Inc. filed a current report to share a corporate update. On September 9, 2025, the company issued a press release announcing the release of a new case study involving its CyPath® Lung test. The case study describes how CyPath® Lung identified cancer in a patient who had an incidental finding of ground glass nodules. The press release is included with the report as an exhibit, making the information part of the company’s official disclosures.
bioAffinity Technologies, Inc. furnished an investor presentation under a Regulation FD disclosure. The company plans to use these presentation materials to discuss its operations and performance, including at the H.C. Wainwright 27th Annual Global Investment Conference held from September 8–10, 2025. The presentation is attached as Exhibit 99.1 to the report and is provided for informational purposes only. It is expressly stated as being "furnished" rather than "filed," which means it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other securities law filings.
bioAffinity Technologies, Inc. filed an update describing media coverage of its CyPath® Lung diagnostic test. On September 3, 2025, the company issued a press release noting that U.S. Medicine Magazine featured CyPath® Lung in its pulmonary issue. The article highlights the test’s potential to improve lung cancer detection while lowering costs for the U.S. Department of Veterans Affairs.
The press release is included in this report as an exhibit, providing additional detail on how CyPath® Lung is being positioned in the clinical community.
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.
bioAffinity Technologies, Inc. is registering up to 12,611,253 shares of common stock for resale by existing investors. These shares consist of stock issuable on conversion of 990 shares of Series B Convertible Preferred Stock and on exercises of multiple series of common stock warrants issued in August 2025 private financing and warrant inducement transactions.
The company will not receive proceeds from any resale of these shares, but will receive cash if the preferred stock is converted and the warrants are exercised, which it plans to use for working capital and general corporate purposes. The registered securities relate to an August 2025 private placement that raised about $1.2 million in gross proceeds and a warrant inducement transaction that raised about $253,000.
bioAffinity develops noninvasive diagnostics, including its CyPath® Lung test for early-stage lung cancer, and is advancing additional lung disease diagnostics and oncology research. The filing highlights significant risks, including a going-concern funding need, heavy reliance on its laboratory subsidiary, and ongoing Nasdaq compliance issues following notices for minimum bid price and stockholders’ equity deficiencies.
bioAffinity Technologies reported changes to its board of directors and board committees. On August 12, 2025, the company appointed Roberto Rios, CPA, and John J. Oppenheimer, M.D., as directors, each serving until the 2026 annual meeting of stockholders. Their annual compensation will match that of other non-employee directors, and the company states there are no related party transactions requiring disclosure.
On the same date, director Gary Rubin resigned from the board and from the Nominating and Corporate Governance Committee, with the company noting his resignation did not arise from any disagreement over operations, policies, or practices. The board named Mr. Rios as Chair of the Audit Committee and a member of the Compensation Committee, and Dr. Oppenheimer to the Nominating and Corporate Governance Committee. It also appointed Jamie Platt to the Audit Committee and as Chair of the Nominating and Corporate Governance Committee, and Robert Anderson to the Compensation Committee. On August 18, 2025, the company issued a press release announcing the new director appointments.
bioAffinity Technologies, Inc. reported a series of financing and capital structure moves. The company completed a private placement of 990 shares of Series B Convertible Preferred Stock with a stated value of $1,000 per share, initially convertible into 4,304,343 shares of common stock at $0.23 per share, and issued warrants to purchase up to 6,714,780 common shares at $0.352 per share, for expected gross proceeds of approximately $1.2 million before fees. It also entered a warrant inducement agreement leading to cash exercise of earlier warrants at $0.23 per share, providing $253,000 of gross proceeds and issuing new warrants for up to 1,430,000 shares at $0.352 per share, exercisable after stockholder approval and lasting five years.
The company increased authorized common shares from 100,000,000 to 350,000,000 and amended May 2025 warrants so they are expected to be reclassified, increasing stockholders’ equity by approximately $2.8 million. Anti-dilution adjustments reduced the May 2025 warrant exercise price to $0.23 per share and increased the number of shares issuable upon exercise by approximately 8 million. The Series B Preferred Stock includes non-voting status (except as required by law), conversion limits at 4.99% beneficial ownership, and compliance provisions tied to 19.99% exchange rules and a $0.10 floor price for future anti-dilution adjustments.
bioAffinity Technologies, Inc. (BIAFW) reported interim results showing continued operating losses and tight liquidity. For the periods presented the company recorded operating losses of $2,515,560 and $5,142,699 (three and six months) and net loss before income tax expense of $4,031,803 and $6,683,525. Total net revenue was $1,269,483 and $3,123,080 for the three and six month periods presented. Cash and cash equivalents at June 30, 2025 were approximately $0.8 million. In May 2025 the company completed a public offering raising $3.25 million gross proceeds and recorded warrant remeasurement losses of roughly $1.0–1.1 million. Management discloses substantial doubt about the company’s ability to continue as a going concern beyond twelve months and states existing cash is sufficient only through August 2025 without additional financing. The filing describes material potential dilution from outstanding warrants and recent fundraising and notes Nasdaq non-compliance issues and subsequent appeal.