bioAffinity Technologies Announces Private Placement, Net Proceeds ~$3.6M

What Happened

• bioAffinity Technologies, Inc. announced a private placement announced August 12, 2026 and closed on August 14, 2026, selling pre‑funded warrants and two series of common‑stock warrants. The transaction is expected to provide the Company with approximately $3.6 million in net proceeds after placement agent fees and expenses. The Company also entered into a registration rights agreement to register the resale of the issued securities and the underlying shares.

Key Details

• Securities and sizes: the offering covers securities exercisable into up to 8,462,027 shares of common stock (aggregate basis). The placement agent received warrants equal to 3.0% of the shares placed (253,861 shares).
• Pricing and strikes: pre‑funded warrants were sold at $0.4657 each and are immediately exercisable for common stock at $0.007 per share; Series A and Series B warrants have an initial exercise price of $0.4727 per share and expire five years after issuance.
• Exercise limits and approval: the Series A/B warrants are exercisable only after the Company obtains stockholder approval (as defined in the agreements); ownership caps limit exercise to prevent the purchaser from owning more than 4.99% (adjustable up to 9.99% with notice).
• Fees and registration: WallachBeth Capital LLC served as exclusive placement agent and will receive a 7.5% cash fee plus reimbursement of certain expenses and legal fees. The Company agreed to file a registration statement within 15 days and use best efforts to have it declared effective within 45 days (75 days if the SEC requests a full review).

Why It Matters

• This financing provides immediate cash (about $3.6M net) for working capital and general corporate purposes, which supports near‑term operations. However, the deal includes a large number of warrants and pre‑funded warrants that, if exercised, would increase the number of outstanding shares and could dilute existing shareholders. The warrants’ exercise mechanics, timing (some require stockholder approval), and ownership caps are material details investors should track.