bioAffinity Technologies, Inc. 8-K

What Happened

• bioAffinity Technologies (BIAF) filed an 8-K on December 22, 2025 reporting that Dr. Roby P. Joyce (age 77) informed the company he would transfer 100% of the issued and outstanding stock of Village Oaks Pathology to Dr. James Humphreys. Village Oaks Pathology is the seller of clinical anatomic and clinical pathology laboratory assets acquired by PPLS (bioAffinity’s wholly owned subsidiary) under an Asset Purchase Agreement dated September 18, 2023.
• On December 22, 2025, Village Oaks Pathology, PPLS and Dr. Humphreys entered into a Succession Agreement (the “Humphreys Succession Agreement”) that restricts Dr. Humphreys from disposing of his equity interest without prior written consent of bioAffinity and Village Oaks Pathology and sets rules for automatic transfer to a successor if certain events occur.

Key Details

• Date of filing: December 22, 2025; original acquisition of the laboratory assets closed under an Asset Purchase Agreement dated September 18, 2023.
• Transfer: Dr. Joyce transferred 100% of Village Oaks Pathology stock to Dr. James Humphreys; the transfer was not due to disagreement or loss of eligibility.
• Succession triggers: the Humphreys Succession Agreement requires automatic assignment of equity on events such as death, disability, retirement, court determination of incompetence, failure to meet eligibility requirements as a Designated Physician, Medicare exclusion/disqualification, felony conviction, bankruptcy, or material breach.
• Replacement process: Village Oaks Pathology’s board will nominate three candidates who meet eligibility requirements; if bioAffinity declines those nominees, bioAffinity may select another eligible physician. The agreement also requires Dr. Humphreys to use commercially reasonable efforts to preserve the business, contracts, licenses and privileges.

Why It Matters

• The filing documents a planned, contractual change in ownership and leadership of the pathology practice tied to bioAffinity’s lab business, and it preserves protections put in place when the assets were acquired in 2023.
• For investors, this is primarily an operational and governance development designed to maintain continuity of laboratory services, regulatory eligibility (e.g., Medicare participation), and contractual rights. The 8-K does not disclose any change to financial terms or material disputes.