BioAffinity Technologies raises $990 mln through preferred stock and warrant sale.

BioAffinity Technologies has entered into a securities purchase agreement with institutional and accredited investors for the purchase of 990 shares of Series B Convertible Preferred Stock and warrants to buy approximately 6.7 million shares of common stock. The preferred stock has a stated value of $1,000 per share and is initially convertible into 4.3 million shares of common stock at $0.23 per share.

San Antonio, Texas – BioAffinity Technologies, Inc. (NASDAQ: BIAF, BIAFW), a biotechnology company focused on the need for noninvasive tests for the detection of early-stage cancer, has entered into securities purchase agreements with several institutional and accredited investors. The transaction involves the purchase and sale of 990 shares of the Company’s Series B Convertible Preferred Stock and warrants to buy approximately 6.7 million shares of common stock.

The shares of Preferred Stock have a stated value of $1,000 per share and are initially convertible into an aggregate of approximately 4.3 million shares of common stock at a conversion price of $0.23 per share. The Private Placement Warrants will be exercisable following the date on which the Company obtains stockholder approval of the exercise thereof at an initial exercise price of $0.352 per share and expire five years from the original exercise date.

Additionally, the Company has entered into a warrant exercise agreement with an existing accredited investor to exercise outstanding warrants to purchase 450,000 shares of the Company’s shares of common stock issued in August 2024 and 650,000 shares of the Company’s common stock issued in October 2024. This agreement reduced the exercise prices of the August Warrants from $1.50 to $0.23 per share and the October Warrants from $1.25 to $0.23 per share. In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive new unregistered warrants to purchase up to an aggregate of 1.43 million shares of the Company’s common stock, with an exercise price of $0.352 per share and an initial exercisability date tied to stockholder approval.

The closing of the Private Placement and Warrant Inducement is expected to occur on or about August 14, 2025, subject to the satisfaction of customary closing conditions. The expected aggregate proceeds (before expenses) of the Private Placement and Warrant Inducement will be approximately $1.2 million. The Company will use the net proceeds for working capital and general corporate purposes.

WallachBeth Capital LLC is acting as the sole placement agent for the Private Placement and financial advisor for the Warrant Inducement. The securities described above are offered in a private placement exempt from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

References:
[1] https://www.businesswire.com/news/home/20250813219782/en/bioAffinity-Technologies-Announces-Pricing-of-Private-Placement-and-Warrant-Inducement-Transaction-for-Approximately-%241.2-Million-in-Gross-Proceeds
[2] https://www.morningstar.com/news/business-wire/20250813219782/bioaffinity-technologies-announces-pricing-of-private-placement-and-warrant-inducement-transaction-for-approximately-12-million-in-gross-proceeds