Business Context and Reporting Period
Company: Bioaffinity Technologies, Inc. (BIAF)
Filing Type: Form 8-K (Current Report)
Date of Report: October 8, 2025
Reporting Period: Events occurring on October 8 and October 9, 2025.
Context: The Company, an emerging growth company incorporated in Delaware, announced the entry into a material definitive agreement for a registered direct offering of common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Registered Direct Offering.
- Shares Issued: 720,000 shares of Common Stock.
- Gross Proceeds: Approximately $1.8 million.
- Placement Agent Fee: 8.0% of aggregate gross proceeds.
- Expense Reimbursement: Up to $75,000 for out-of-pocket expenses.
- Net Proceeds: Not explicitly stated in the filing text; calculated as gross proceeds less fees and expenses.
- Debt and Liquidity: The filing does not provide specific data on existing debt levels, cash flow, or liquidity ratios outside of the proceeds from this offering.
Material Changes and Agreements
The primary material change is the capital raise via the registered direct offering. Key contractual restrictions include:
- Market Stand-Off: The Company agreed not to issue Common Stock or Common Stock Equivalents until November 14, 2025, subject to exceptions.
- Variable Rate Transaction Ban: Prohibited for six months following the Closing Date (October 9, 2025), except for "at the market offerings" and equity lines of credit which expire on November 14, 2025.
- Lock-Up Agreements: Officers and directors are restricted from selling securities for 60 days from the Closing Date.
Guidance, Outlook, and Risks
Management Commentary: The filing focuses on the execution of the offering and the terms of the Purchase Agreement. It does not contain forward-looking financial guidance, revenue projections, or operational outlooks.
Risks and Contingencies:
- The filing includes standard disclaimers that representations and warranties in the transaction documents were made solely for the benefit of the parties and should not be relied upon as accurately representing the Company's current affairs.
- The offering is subject to state securities laws and registration requirements.
Investor Verification Checklist
- Verify the exact net proceeds after deducting the 8.0% placement fee and up to $75,000 in expenses.
- Confirm the use of proceeds as detailed in the full Prospectus Supplement (referenced but not included in this text).
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific definitions of "Common Stock Equivalents" and exceptions to the market stand-off.
- Check the Company's most recent 10-Q or 10-K for current cash balances to assess the impact of the $1.8 million raise on liquidity.