bioAffinity Technologies, Inc.: issues shares and warrants for $4,000,000

What happened

• The company reported that on Oct 8, 2026 it entered into a securities purchase agreement with an institutional investor to issue and sell 116,545 shares of common stock and pre-funded warrants to purchase up to 536,836 shares. The company concurrently issued unregistered warrants to purchase an aggregate of 980,072 shares. The closing of the sales under the purchase agreement occurred on Oct 9, 2026 and the gross proceeds were approximately $4,000,000.
• The company reported that it entered into a placement agency agreement with WallachBeth Capital LLC on Oct 8, 2026 to act as exclusive placement agent for the offering.

Key details

• Offering prices: $6.122 per share of common stock and $6.115 per pre-funded warrant.
• Warrant terms: exercise price of $6.122 per share; exercisable commencing on the date of stockholder approval (the Initial Exercise Date) and for five years from the Initial Exercise Date; exercisable on a cashless basis if the applicable registration statement is not effective or the prospectus is not available.
• Beneficial ownership limit: a holder may not exercise warrants to the extent that, after exercise, the holder would beneficially own in excess of 4.99% of outstanding common stock; a holder may waive this limit up to 9.99% with at least 61 days’ prior notice.
• Registration rights: the company agreed to file a resale registration statement for the PIPE shares and warrant shares no later than 45 days after the registration rights agreement and to use best efforts to have it declared effective no later than 90 days (or 120 days if the SEC conducts a full review).
• Placement agent compensation: cash fee equal to 7.5% of gross proceeds, a placement agent warrant to purchase up to 3% of the aggregate number of shares and pre-funded warrants sold (or up to 19,602 shares) at $6.122 per share, exercisable immediately for five years, and $70,000 for legal and out-of-pocket expenses.
• Other event: on Oct 8, 2026 the company suspended the prospectus supplement and related prospectus dated May 27, 2025 for its at-the-market sales agreement dated May 22, 2025; the sales agreement remains in effect but no sales will be made until a new prospectus supplement is filed.
• Exhibits filed include forms of the placement agency agreement, warrants, purchase agreement, registration rights agreement, legal opinion of counsel and press releases dated Oct 8, 2026 and Oct 9, 2026.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the securities purchase agreement and related warrants, Item 3.02 (unregistered sales of equity securities), and Item 8.01 (other events) covering press releases and suspension of the ATM prospectus supplement.
• A filing does not show why the insider traded or why the company acted.