bioAffinity Technologies Files 8-K with Key Corporate Updates
Ticker: BIAFW · Form: 8-K · Filed: Aug 5, 2024 · CIK: 1712762
Sentiment: neutral
Topics: material-definitive-agreement, equity-sale, security-holder-rights
Related Tickers: BIAF
TL;DR
BIAF filed an 8-K detailing a material agreement, equity sales, and security holder rights changes. Big moves happening.
AI Summary
On August 2, 2024, bioAffinity Technologies, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. This filing indicates significant corporate actions are underway.
Why It Matters
This 8-K filing signals significant corporate events for bioAffinity Technologies, Inc., potentially impacting its stock price and investor outlook.
Risk Assessment
Risk Level: medium — The filing mentions unregistered sales of equity and modifications to security holder rights, which can introduce uncertainty and potential dilution.
Key Players & Entities
- bioAffinity Technologies, Inc. (company) — Registrant
- August 2, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by bioAffinity Technologies, Inc. on August 2, 2024?
The filing states that bioAffinity Technologies, Inc. entered into a material definitive agreement on August 2, 2024, but the specific details of this agreement are not provided in this document.
What type of equity securities were sold unregistered by bioAffinity Technologies, Inc.?
The filing indicates unregistered sales of equity securities occurred, but does not specify the type or amount of these securities.
What modifications were made to the rights of security holders?
The filing reports material modifications to the rights of security holders, but the specifics of these modifications are not detailed in this document.
What is the primary business of bioAffinity Technologies, Inc.?
bioAffinity Technologies, Inc. is engaged in Services-Commercial Physical & Biological Research, with a SIC code of 8731.
Where is bioAffinity Technologies, Inc. incorporated and what is its fiscal year end?
The company is incorporated in Delaware and its fiscal year ends on December 31.
Filing Stats: 3,663 words · 15 min read · ~12 pages · Grade level 14.8 · Accepted 2024-08-05 09:03:01
Key Financial Figures
- $0.007 — ch registered Common Stock, par value $0.007 per share BIAF The Nasdaq Stock Mar
- $1.25 — n Stock, at the lower exercise price of $1.25 per share (reduced from the initial exe
- $1.64 — uced from the initial exercise price of $1.64 per share). The offer and resale of the
- $1.3 million — gregate gross proceeds of approximately $1.3 million for the exercise of the Existing Warran
- $1.50 — rrant Shares"), at an exercise price of $1.50 per share. The New Warrants and the New
- $450,000, b — eeds from the Offering of approximately $450,000, before deducting fees payable to the Plac
- $75,000 — t-of-pocket expenses up to a maximum of $75,000. As additional compensation to the Plac
- $1 — at an exercise price per share equal to $1.50, which is equal to the exercise pric
Filing Documents
- form8-k.htm (8-K) — 80KB
- ex1-1.htm (EX-1.1) — 144KB
- ex4-1.htm (EX-4.1) — 109KB
- ex4-2.htm (EX-4.2) — 116KB
- ex5-1.htm (EX-5.1) — 11KB
- ex10-1.htm (EX-10.1) — 269KB
- ex10-2.htm (EX-10.2) — 38KB
- ex10-3.htm (EX-10.3) — 22KB
- ex99-1.htm (EX-99.1) — 18KB
- ex5-1_001.jpg (GRAPHIC) — 4KB
- ex10-2_001.jpg (GRAPHIC) — 15KB
- ex99-1_001.jpg (GRAPHIC) — 60KB
- 0001493152-24-030193.txt ( ) — 1307KB
- biaf-20240802.xsd (EX-101.SCH) — 4KB
- biaf-20240802_def.xml (EX-101.DEF) — 26KB
- biaf-20240802_lab.xml (EX-101.LAB) — 36KB
- biaf-20240802_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of this Current Report on Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K and Exhibit 10.2 to this Current Report on Form 8-K regarding the Existing Warrants are incorporated herein by reference. Item 8.01. Other Events On August 2, 2024, the Company issued a press release regarding the pricing of the transaction described in Item 1.01, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 1.1 Placement Agency Agreement, dated August 2, 2024, by and between bioAffinity Technologies Inc. and WallachBeth Capital LLC 4.1 Form of Purchase Warrant (New Warrant and Private Warrant) 4.2 Form of Placement Agent Warrant 5.1 Opinion of Blank Rome LLP 10.1 Form of Securities Purchase Agreement, dated as of August 2, 2024, by and between the Company and the investor listed on the signature page thereto 10.2 Form of Warrant Inducement Agreement 10.3 Form of Support Agreement 23.1 Consent of Blank Rome LLP (included in Exhibit 5.1) 99.1 Press release issued by bioAffinity Technologies Inc., dated August 2, 2024 (pricing of the offering) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 5, 2024 BIOAFFINITY TECHNOLOGIES, INC. (Registrant) By: /s/ Maria Zannes Name: Maria Zannes Title: President and Chief Executive Officer