Bioaffinity Technologies, Inc. (BIAF) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 16, 2026, regarding Bioaffinity Technologies, Inc., a Delaware corporation. The filing details the consummation of a best efforts public offering of common stock and pre-funded warrants.
Key Financial Metrics and Capital Structure
- Gross Proceeds: Approximately $3.2 million.
- Securities Issued: 1,040,000 shares of Common Stock and pre-funded warrants to purchase up to 2,960,000 shares.
- Offering Prices: Common Stock at $0.80 per share; Pre-Funded Warrants at $0.793 per warrant.
- Transaction Costs: Placement agent fee of 7.5% of gross proceeds plus $120,000 in reimbursed expenses.
- Post-Offering Outstanding Shares: 6,283,061 shares of Common Stock.
- Use of Proceeds: Working capital and general corporate purposes.
Note: This filing does not provide revenue, profit, cash flow, margin, or debt metrics.
Material Changes and Agreements
The Company entered into a Securities Purchase Agreement and a Placement Agency Agreement with WallachBeth Capital LLC. Key contractual restrictions include:
- Lock-up Period: The Company and its executive officers/directors are restricted from issuing or selling securities for 30 days following the closing.
- Variable Rate Transactions: Prohibited for three months following the closing, with an exception for "at the market" offerings expiring after 30 days.
- Warrant Terms: Pre-Funded Warrants are immediately exercisable at $0.007 per share, exercisable on a cashless basis, and subject to beneficial ownership limitations (4.99% or 9.99% caps).
Outlook, Risks, and Management Commentary
Management intends to utilize the raised capital for working capital and general corporate needs. The filing references press releases issued on June 17 and June 18, 2026, regarding the pricing and closing of the offering. No specific forward-looking guidance, risk factors, or unusual items beyond standard transaction terms are detailed in this text.
Investor Verification Checklist
- Verify the net proceeds after deducting the 7.5% placement fee and $120,000 expense reimbursement.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and exceptions to the lock-up period.
- Confirm the exact number of shares outstanding post-offering (6,283,061) and the potential dilution from the 2,960,000 pre-funded warrants.
- Check the Company's recent 10-K or 10-Q filings for current liquidity status and debt obligations, as this 8-K does not contain balance sheet data.