Business Context and Reporting Period
This Form 8-K is filed by Bioaffinity Technologies, Inc. (BIAF), an emerging growth company incorporated in Delaware. The report covers events occurring between August 7, 2025, and August 13, 2025. The Company is listed on the Nasdaq Capital Market under the symbols BIAF (Common Stock) and BIAFW (Warrants).
Key Financial Metrics and Liquidity
The filing references specific financial data regarding stockholders' equity but does not provide current revenue, profit, or cash flow figures.
- Stockholders' Equity: $1,439,404 as of March 31, 2025 (reported in the Form 10-Q filed May 15, 2025).
- Nasdaq Equity Requirement: $2,500,000 minimum.
- Minimum Bid Price Requirement: $1.00 per share (not maintained for 30 consecutive business days ending February 6, 2025).
- Liquidity/Debt: The filing text does not provide a clear value for current cash balances, debt obligations, or operating cash flow.
Material Changes and Listing Status
The Company faces imminent delisting risks due to two primary non-compliance issues with Nasdaq Listing Rules:
- Minimum Bid Price Deficiency: The Company failed to regain compliance with the $1.00 minimum bid price requirement by the August 6, 2025 deadline. Consequently, it is not eligible for a second 180-day compliance period because it also fails the minimum stockholders' equity requirement for initial listing.
- Continued Listing Equity Deficiency: As of March 31, 2025, stockholders' equity was below the $2.5 million threshold. Although a compliance plan was submitted on July 14, 2025, the Company has not regained compliance as of the filing date.
Unless an appeal is successful, securities are scheduled for suspension on August 18, 2025.
Outlook, Management Commentary, and Risks
Appeal Process: The Company intends to submit an appeal to a Nasdaq hearings panel by August 14, 2025. This action will stay the delisting and suspension pending the panel's decision. Hearings are typically scheduled 30-45 days after the request, with decisions issued within 30 days after the hearing.
Commercial Update: On August 13, 2025, the Company issued a press release (Exhibit 99.1) announcing an increase in commercial sales of its flagship product, CyPath® Lung, a noninvasive diagnostic for early-stage cancer.
Risks and Contingencies:
- There is no assurance the Panel will grant an extension or that the Company will regain compliance within any granted period.
- There is a risk that the hearing or decision timeline may be shorter than typical guidance, which could be unfavorable to the Company.
- Failure to maintain listing could result in the stock trading on the OTC market, potentially impacting liquidity and investor perception.
Investor Verification Checklist
- Verify the status of the appeal submission to the Nasdaq hearings panel by August 14, 2025.
- Review the attached press release (Exhibit 99.1) for specific details on the magnitude of the sales increase for CyPath® Lung.
- Monitor the Company's ability to raise capital to meet the $2.5 million stockholders' equity requirement.
- Check for any subsequent announcements regarding the scheduling of the Nasdaq hearing or the Panel's decision.
- Confirm whether the stock suspension on August 18, 2025, is successfully stayed by the appeal.