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08/13/2025 – 09:25 AM
SAN ANTONIO–(BUSINESS WIRE)–Biotech firm bioAffinity Technologies (NASDAQ: BIAF, BIAFW) is making moves to bolster its financial position. The company, known for its focus on non-invasive early cancer detection, particularly through its CyPath® Lung test, announced today it has secured securities purchase agreements with a group of institutional and accredited investors. This will involve the sale of 990 shares of Series B Convertible Preferred Stock alongside warrants that allow the purchase of approximately 6.7 million shares of common stock in a private placement.
Each share of the Preferred Stock has a face value of $1,000 and can initially be converted into around 4.3 million common shares at a conversion price of $0.23 apiece. The Private Placement Warrants become exercisable after shareholder approval, with an initial exercise price of $0.352 per share. They’ll remain valid for five years from the initial exercise date, offering investors a potential long-term stake.
In a separate but related announcement, bioAffinity also revealed a warrant exercise agreement with an existing accredited investor. This agreement involves the exercise of existing warrants to purchase 450,000 shares (August 2024 warrants) and 650,000 shares (October 2024 warrants). The exercise price of the August Warrants dropped from $1.50 to $0.23 per share, and the October Warrants from $1.25 to $0.23 per share. To sweeten the deal, the investor receives new, unregistered warrants to purchase up to 1.43 million shares. In exchange, bioAffinity receives approximately $253,000 in gross cash proceeds from the immediate exercise of these existing warrants – a move likely aimed at strengthening the company’s immediate cash flow.
The anticipated closing date for both the Private Placement and the Warrant Inducement is August 14, 2025, pending standard closing conditions. All-in, the transactions are projected to generate roughly $1.2 million (before expenses) for bioAffinity. The company plans to deploy these funds into working capital and for general corporate purposes, allowing it to further develop and commercialize its diagnostic technologies.
WallachBeth Capital LLC served as the sole placement agent for the Private Placement and the financial advisor for the Warrant Inducement.
It’s crucial to note that these securities are being offered in a private placement, falling under exemptions from registration requirements of the Securities Act of 1933. As such, they are subject to restrictions regarding resale in the United States unless registration or an applicable exemption is in place.
bioAffinity has committed to filing a registration statement with the SEC to cover the resale of the common stock underlying the Preferred Stock, Private Placement Warrants, and the New Warrants within 15 calendar days after the closing date.
The press release explicitly states that it doesn’t constitute an offer to sell or solicit an offer to buy any securities, nor does it represent a sale of securities in any jurisdiction where such activity would be unlawful.
About CyPath® Lung
CyPath® Lung is bioAffinity’s flagship diagnostic. It employs advanced flow cytometry and AI pattern recognition to analyze patient sputum and identify cellular indicators of malignancy, specifically targeting lung cancer. The test utilizes a fluorescent porphyrin that is preferentially absorbed by cancerous and cancer-related cells. Clinical studies showcase impressive results, boasting 92% sensitivity, 87% specificity, and 88% accuracy in detecting lung cancer among high-risk patients with small pulmonary nodules (under 20mm). Early detection, as the company emphasizes, is key to improving patient outcomes and survival rates. For more information, visit www.cypathlung.com.
About bioAffinity Technologies, Inc.
bioAffinity Technologies is dedicated to developing non-invasive diagnostic tools for early-stage cancer and other pulmonary diseases, as well as creating broad-spectrum cancer treatments. Their initial product, CyPath® Lung, is being marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. Find out more at www.bioaffinitytech.com.
Forward-Looking Statements
This announcement includes forward-looking statements subject to risks and uncertainties, including those detailed in the company’s filings with the SEC. These statements are based on current expectations which may differ materially from actual results. Readers should exercise caution and avoid placing undue reliance on these statements, as the company undertakes no obligation to update them unless required by law.
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