bioAffinity Files S-1/A for Resale of 32.5M Shares by Selling Holders

TL;DR

**BIAFW's S-1/A for 32.5M share resale is a massive overhang; expect continued pressure on the $0.256 stock price.**

AI Summary

bioAffinity Technologies, Inc. (BIAFW) filed an S-1/A on September 12, 2025, for the resale of up to 32,495,628 shares of common stock by various Selling Stockholders. This filing does not involve a primary offering by the company, meaning bioAffinity will not receive direct proceeds from these sales, but will receive proceeds from the cash exercise of Common Warrants. The shares include 4,304,343 Conversion Shares from Series B Preferred Stock, 6,714,780 Private Warrant Shares from an August 2025 Private Placement, 1,430,000 Inducement Warrant Shares from a Warrant Inducement Private Placement, and an additional 19,884,375 May 2025 Warrant Shares due to anti-dilution adjustments. Additionally, 162,130 shares are issuable to WallachBeth Capital LLC designees as compensation. The company's common stock closed at $0.256 per share on September 10, 2025, on the Nasdaq Capital Market under the symbol "BIAF". The company is focused on developing noninvasive diagnostics for early-stage lung cancer using flow cytometry and AI-driven automated analysis.

Why It Matters

This S-1/A filing signals a significant potential increase in the float of BIAFW shares, which could exert downward pressure on the stock price, currently at $0.256 per share. For investors, this means increased liquidity but also potential dilution and price volatility as Selling Stockholders offload their holdings. Employees and customers are less directly impacted by this specific filing, which is a technical registration for secondary sales, but sustained low stock prices could affect employee morale and future capital raising. Competitively, the company's focus on AI-driven lung cancer diagnostics remains its core value proposition, but the market's perception of its financial stability and stock performance is crucial.

Risk Assessment

Risk Level: high — The registration of 32,495,628 shares for resale by Selling Stockholders represents a substantial potential increase in the publicly traded float, which could lead to significant downward pressure on the stock price, currently $0.256 per share. The company will not receive proceeds from these sales, limiting its direct financial benefit, though it will receive proceeds from warrant exercises. This large volume of potential sales, combined with the company's status as an emerging growth company, indicates high risk for investors.

Analyst Insight

Investors should exercise extreme caution with BIAFW given the substantial share overhang from this S-1/A filing. Consider waiting for clarity on the actual volume and pricing of these secondary sales before making any investment decisions, as significant dilution and price depreciation are likely.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 32,495,628 — Shares of Common Stock (Total shares registered for resale by Selling Stockholders)
• $0.007 — Par Value per Share (Par value of bioAffinity's Common Stock)
• 4,304,343 — Conversion Shares (Shares issuable upon conversion of Series B Preferred Stock)
• 6,714,780 — Private Warrant Shares (Shares issuable upon exercise of Private Warrants from August 2025 Private Placement)
• 1,430,000 — Inducement Warrant Shares (Shares issuable upon exercise of Inducement Warrants from Warrant Inducement Private Placement)
• 19,884,375 — May 2025 Warrant Shares (Additional shares due to anti-dilution adjustment of May 2025 Warrants)
• 162,130 — WallachBeth Warrant Shares (Shares issuable to designees of WallachBeth Capital LLC)
• $0.256 — Closing Price per Share (Closing price of Common Stock on Nasdaq Capital Market on September 10, 2025)
• 990 — Shares of Series B Preferred Stock (Shares convertible into Common Stock)
• August 14, 2025 — Closing Date (Closing date of August 2025 Private Placement and Warrant Inducement Private Placement)

Key Players & Entities

• bioAffinity Technologies, Inc. (company) — Registrant
• Maria Zannes (person) — Chief Executive Officer
• WallachBeth Capital LLC (company) — Financial Advisor and Placement Agent
• Nasdaq Capital Market (regulator) — Stock Exchange
• Securities and Exchange Commission (regulator) — Regulatory Body
• Sheppard, Mullin, Richter & Hampton LLP (company) — Legal Counsel
• Richard A. Friedman (person) — Legal Counsel
• Sean F. Reid (person) — Legal Counsel

FAQ

Risk Factors

• Dilution from Selling Stockholders [high — financial]: The resale of up to 32,495,628 shares by Selling Stockholders, including shares from preferred stock conversion and warrant exercises, could significantly dilute existing shareholders' ownership percentage. This includes 4,304,343 Conversion Shares, 6,714,780 Private Warrant Shares, 1,430,000 Inducement Warrant Shares, and 19,884,375 May 2025 Warrant Shares.
• Potential for Significant Selling Pressure [high — financial]: The large number of shares being registered for resale by various selling stockholders may create substantial selling pressure on the company's common stock. If many stockholders decide to sell their shares concurrently, it could lead to a sharp decline in the stock price, especially given the current low trading volume and price of $0.256 per share.
• Uncertainty of Warrant Exercise Proceeds [medium — financial]: While the company expects proceeds from the cash exercise of Common Warrants, the S-1/A does not specify the exercise prices or the total potential proceeds. This uncertainty makes it difficult to assess the immediate cash benefit to the company from these warrant exercises.
• Dependence on Technology Development [high — operational]: The company's success hinges on the successful development and commercialization of its noninvasive diagnostics for early-stage lung cancer. Delays or failures in technology development, clinical trials, or regulatory approval could severely impact the company's prospects.
• Competitive Landscape in Diagnostics [medium — market]: The diagnostic market, particularly for cancer detection, is highly competitive with established players and emerging technologies. bioAffinity Technologies faces the challenge of differentiating its platform and gaining market adoption against existing solutions.
• Regulatory Approval Hurdles [high — regulatory]: Obtaining regulatory approval from bodies like the FDA for new diagnostic technologies is a complex, lengthy, and expensive process. Any setbacks or rejections in the approval process pose a significant risk to the company's commercialization timeline and viability.
• Limited Operating History and Profitability [medium — financial]: As a company focused on developing novel technology, bioAffinity Technologies likely has a limited operating history and may not yet be profitable. This lack of established revenue streams and profitability increases financial risk.
• Reliance on Intellectual Property [medium — legal]: The company's competitive advantage relies heavily on its intellectual property. Failure to protect its patents or defend against infringement claims could undermine its business model.

Industry Context

bioAffinity Technologies operates in the highly competitive and rapidly evolving diagnostic and biotechnology sector. The company aims to disrupt the early-stage lung cancer detection market, a critical area with significant unmet needs. Key trends include the increasing adoption of AI and machine learning in medical diagnostics, the demand for non-invasive testing methods, and the ongoing advancements in molecular and cellular analysis techniques like flow cytometry.

Regulatory Implications

The company's focus on medical diagnostics places it under the stringent regulatory oversight of bodies such as the Food and Drug Administration (FDA). Successful development and commercialization are contingent upon navigating complex and lengthy approval processes, adhering to quality control standards, and potentially complying with international regulations if pursuing global markets.

What Investors Should Do

1. Monitor Selling Stockholder Activity
2. Evaluate Technology Development Milestones
3. Assess Cash Burn and Funding Needs
4. Analyze Competitive Landscape and Market Adoption

Key Dates

• 2025-09-12: Filing of S-1/A — Registered up to 32,495,628 shares for resale by Selling Stockholders, indicating potential future liquidity events for these holders.
• 2025-08-14: Closing of August 2025 Private Placement and Warrant Inducement Private Placement — Resulted in the issuance of shares underlying private warrants and inducement warrants, contributing to the shares registered for resale.
• 2025-05-01: May 2025 Warrant Adjustment — Anti-dilution adjustments led to an increase of 19,884,375 shares, highlighting potential volatility in share count due to warrant terms.
• 2025-09-10: Common Stock Closing Price — The stock closed at $0.256 on Nasdaq, providing a current market valuation reference point for the shares being registered.

Glossary

S-1/A

An amended registration statement filed with the SEC, typically used when a company is offering securities for resale by existing shareholders. (This filing details the resale of a large number of shares by existing stockholders, not a primary offering by the company.)

Selling Stockholders

Individuals or entities who own shares of a company's stock and intend to sell them to the public. (The S-1/A is primarily for the benefit of these stockholders, allowing them to legally resell their shares.)

Conversion Shares

Shares of common stock that are issued upon the conversion of another class of security, such as preferred stock. (4,304,343 shares are registered for resale, originating from the conversion of Series B Preferred Stock.)

Warrants

Securities that grant the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) before a certain expiration date. (The filing includes shares issuable from various private and inducement warrants, as well as potential proceeds from their cash exercise.)

Anti-dilution Adjustment

Provisions in financial instruments (like warrants or convertible securities) designed to protect the holder from dilution of their ownership percentage or conversion price if the company issues new shares at a lower price. (An adjustment to May 2025 Warrants resulted in an additional 19,884,375 shares being registered for resale.)

Flow Cytometry

A technique used to detect and measure physical and chemical characteristics of a population of cells or particles. (This is a core technology bioAffinity Technologies is using for its diagnostic platform.)

AI-driven Automated Analysis

The use of artificial intelligence to automate the process of analyzing data, in this case, data generated from flow cytometry. (This represents a key technological component of bioAffinity's diagnostic approach.)

Nasdaq Capital Market

A tier of the Nasdaq stock market that lists smaller companies, often those meeting initial public offering (IPO) requirements but not the stricter listing standards of the Global Select or Global markets. (bioAffinity Technologies' common stock is traded on this market under the symbol 'BIAF'.)

Year-Over-Year Comparison

This S-1/A filing on September 12, 2025, is primarily focused on registering shares for resale by existing stockholders, rather than detailing the company's operational or financial performance compared to a prior period. Unlike a typical quarterly or annual report, it does not provide updated revenue figures, margin changes, or a direct comparison of financial metrics year-over-year. The key information pertains to the volume of shares becoming available for trading and the sources of these shares, such as warrant exercises and preferred stock conversions.

Key Financial Figures

• $0.007 — 5,628 shares of common stock, par value $0.007 per share (the “Common Stock&rdqu
• $0.256 — Stock on the Nasdaq Capital Market was $0.256 per share. Investing in our securitie
• $0.10 — 025 Warrants) so as to increase it from $0.10 to $0.15. As a result, the total number
• $0.15 — nts) so as to increase it from $0.10 to $0.15. As a result, the total number of share
• $1.2 m — ors for gross proceeds of approximately $1.2 million, before deducting agent fees and
• $0.001 — tible Preferred Stock, with a par value $0.001 per share and stated value of $1,000 pe
• $1,000 — ue $0.001 per share and stated value of $1,000 per share initially convertible into 4,
• $0.23 — Stock at an initial conversion price of $0.23 per share and (ii) warrants to purchase
• $0.352 — ur Common Stock at an exercise price of $0.352 per share of Common Stock. 1 On Aug
• $253,000 — gregate gross proceeds of approximately $253,000. In connection with the immediate exerc

Filing Documents

• forms-1a.htm (S-1/A) — 640KB
• ex5-1.htm (EX-5.1) — 22KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 25KB
• forms-1_001.jpg (GRAPHIC) — 17KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-013294.txt ( ) — 841KB
• ex107_htm.xml (XML) — 6KB

RISK FACTORS

RISK FACTORS 7 THE PRIVATE PLACEMENTS 9 SELLING STOCKHOLDERS 12

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 15 PLAN OF DISTRIBUTION 20 EXPERTS 21 LEGAL MATTERS 21 WHERE YOU CAN FIND ADDITIONAL INFORMATION 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find Additional Information.” Information contained in, and that can be accessed through our web site, www.bioaffinity.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder. Unless the context otherwise requires, the terms ““we,” “us,” “our,” “the Company,” “bioAffinity” and “our business” refer to bioAffinity Technologies, Inc. and “this offering” refers to the offering contemplated in this prospectus. i ABOUT THIS PROSPECTUS Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date on the front cover

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