bioAffinity Technologies closes $4 million private placement of pre-funded warrants

bioAffinity Technologies, Inc. entered into a securities purchase agreement on August 12, 2026 with an institutional investor for a private placement priced at-the-market under Nasdaq rules. The deal covered pre-funded warrants priced at $0.4657 each to purchase up to 8,462,027 shares of common stock, along with Series A warrants and Series B warrants to purchase up to 8,462,027 shares each.¹

Each warrant carries an initial exercise price of $0.4727 per share, becomes exercisable only after stockholder approval, and expires five years after issuance.¹ The pre-funded warrants, by contrast, are immediately exercisable at a nominal price of $0.007 per share and can be exercised at any time until fully used.¹ Ownership caps apply to both instruments: a holder may not exercise warrants to the extent it would own more than 4.99% of outstanding common stock, or more than 9.99% for the pre-funded warrants, immediately after exercise.¹

Gross proceeds were estimated at approximately $4.0 million before fees and expenses.¹ WallachBeth Capital LLC served as exclusive placement agent, earning a cash fee of 7.5% of gross proceeds plus expense reimbursement.¹ The company also issued placement agent warrants for 253,861 shares, equal to 3.0% of the shares placed in the offering.¹

The private placement closed on August 14, 2026, with net proceeds to the company expected to be approximately $3.6 million after fees and expenses.¹ The company said it intends to use the proceeds for working capital and general corporate purposes.¹

Separately, bioAffinity agreed to file a registration statement covering resale of the shares and underlying warrant shares within 15 days of the registration rights agreement, with an effectiveness deadline of 45 days after that date, or 75 days if the SEC conducts a full review.¹