bioAffinity Technologies, Inc. Announces Approximately $4 Million Registered Direct Financing of Common Stock and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules

What the company announced

bioAffinity Technologies, Inc. (the Company) entered into a definitive agreement to sell shares of common stock, or pre-funded warrants in lieu thereof, in a registered direct offering priced at-the-market under Nasdaq rules. Concurrent with that registered direct offering, the Company will sell warrants in a private placement that could cover up to an aggregate 980,072 shares of common stock. The closing of the offering is expected to occur on or about October 9, 2026, subject to customary closing conditions. WallachBeth Capital, LLC is acting as sole placement agent for the offering. These points are reported by the Company in its October 8, 2026 press release.

Sources: S1

Terms and intended use of proceeds

The press release states the purchase price in the registered direct offering is $6.122 per share of common stock or $6.115 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.007 per share of common stock. The private placement warrants will have an exercise price of $6.122 per share, will be exercisable following stockholder approval, and will expire five years from the date of stockholder approval. The Company expects gross proceeds of approximately $4 million before deducting placement agent fees and other offering expenses, and intends to use net proceeds for working capital, to support expected growing sales for CyPath® Lung, and for general corporate purposes.

Sources: S1

Regulatory and offering mechanics noted by issuer

The press release notes the registered common stock is offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275608) previously filed and declared effective by the SEC on November 27, 2023. The offering is to be made only by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement, and a prospectus supplement will be filed with the SEC describing the terms of the proposed registered direct offering.

Sources: S1

What remains uncertain

• All terms, timing, and proceeds figures are reported by the issuer and remain subject to customary closing conditions and stockholder approval as stated by the Company; the press release does not provide independent verification of closing, receipt of proceeds, or any subsequent use of proceeds.
• The private placement warrants are described as exercisable following stockholder approval; the press release does not specify whether or when that approval will be sought or obtained.