bioAffinity Technologies, Inc. 8-K

What Happened
bioAffinity Technologies, Inc. announced in an 8-K that it closed a best‑efforts public offering on June 16, 2026, raising approximately $3.2 million in gross proceeds. The offering sold 1,040,000 shares of common stock at $0.80 per share and pre‑funded warrants to purchase up to 2,960,000 shares (pre‑funded warrant price $0.793 each). The shares and warrants were sold under the Company’s Form S-1 registration statement (effective June 16, 2026). WallachBeth Capital LLC served as placement agent.

Key Details

• Gross proceeds: ~ $3.2 million (before placement agent fees and expenses).
• Securities sold: 1,040,000 common shares at $0.80 and pre‑funded warrants for up to 2,960,000 shares at $0.793 each.
• Placement agent: WallachBeth Capital LLC; fee = 7.5% of gross proceeds plus $120,000 expense reimbursement.
• Pre‑Funded Warrant terms: exercisable immediately for one share at $0.007 exercise price; cashless exercise allowed; ownership cap of 4.99% (or 9.99% if elected with prior notice).
• Limitations: Company agreed not to issue new common stock or equivalents for 30 days after closing and not to enter variable rate transactions for 3 months (subject to exceptions).
• Shares outstanding after closing: 6,283,061.

Why It Matters
This financing provides near‑term cash for working capital and general corporate purposes, reducing immediate liquidity risk. However, the pre‑funded warrants convert at a nominal price ($0.007), which can meaningfully increase share count and dilute existing holders when exercised. The 30‑day issuance restriction and 3‑month variable‑rate limit temporarily constrain further equity dilution or certain financings. Placement agent fees and expense reimbursement reduce net proceeds available to the company. Investors should note the current share count and the potential for additional dilution if warrants are exercised.