bioAffinity Offers Shares Amid Nasdaq Delisting Threat, Reverse Split

TL;DR

**BIAFW is a high-risk gamble; avoid unless you're comfortable with imminent delisting and uncertain funding for their lung cancer diagnostics.**

AI Summary

bioAffinity Technologies, Inc. (BIAFW) is offering up to 729,927 shares of Common Stock and an equal number of Pre-Funded Warrants, alongside Placement Agent Warrants for up to 21,898 shares, with an assumed public offering price of $5.48 per share. This offering aims to raise capital, though no minimum amount is guaranteed, and will terminate by October 31, 2025. The company recently executed a 1-for-30 reverse stock split effective September 18, 2025, to address Nasdaq's Minimum Bid Price Requirement. Despite this, BIAFW faces imminent delisting from Nasdaq due to non-compliance with both the Minimum Bid Price Requirement ($1.00) and the Continued Listing Equity Requirement ($2,500,000, with BIAFW's equity at $1,439,404 as of March 31, 2025). A Nasdaq hearing on September 11, 2025, resulted in an extension until October 2, 2025, to regain compliance. The company will pay WallachBeth Capital LLC an 8.0% cash fee on gross proceeds and issue Placement Agent Warrants equal to 3.0% of the offered securities, with an exercise price of 110% of the public offering price.

Why It Matters

This S-1/A filing reveals bioAffinity Technologies is in a precarious position, facing potential delisting from Nasdaq due to failing both the $1.00 minimum bid price and $2.5 million equity requirements. For investors, this offering represents a high-risk opportunity, as proceeds are not guaranteed to be sufficient for business goals, and the stock's future on a major exchange is uncertain. Employees and customers could face instability if the company cannot secure its listing and funding. Competitively, a delisting could severely impact BIAFW's ability to attract capital and maintain market visibility against larger, more stable diagnostic developers.

Risk Assessment

Risk Level: high — The risk level is high due to multiple Nasdaq non-compliance issues. As of August 7, 2025, bioAffinity had not regained compliance with the $1.00 Minimum Bid Price Requirement and its stockholders' equity was $1,439,404 as of March 31, 2025, significantly below the $2,500,000 Continued Listing Equity Requirement. The company received an extension until October 2, 2025, to demonstrate compliance, but there is no assurance it will succeed, leading to potential delisting.

Analyst Insight

Investors should exercise extreme caution and consider the high probability of delisting from Nasdaq. Given the lack of a minimum offering amount and the company's current financial distress, new capital may not be sufficient to stabilize operations or regain compliance. Await the outcome of the Nasdaq compliance period ending October 2, 2025, before considering any investment.

Key Numbers

• 729,927 — Shares of Common Stock offered (Maximum number of shares available in the offering)
• 729,927 — Pre-Funded Warrants offered (Maximum number of Pre-Funded Warrants available in the offering)
• $5.48 — Assumed Public Offering Price (Closing price of Common Stock on Nasdaq on September 17, 2025, post-split)
• 1-for-30 — Reverse Stock Split Ratio (Effective September 18, 2025, to address Nasdaq compliance)
• $1.00 — Nasdaq Minimum Bid Price Requirement (BIAFW failed to maintain this requirement by August 6, 2025)
• $1,439,404 — Stockholders' Equity (As of March 31, 2025, below Nasdaq's $2,500,000 requirement)
• $2,500,000 — Nasdaq Continued Listing Equity Requirement (BIAFW's equity is significantly below this threshold)
• October 2, 2025 — Nasdaq Compliance Extension Deadline (Deadline for BIAFW to demonstrate compliance with listing rules)
• 8.0% — Placement Agent Cash Fee (Percentage of aggregate gross proceeds paid to WallachBeth Capital LLC)
• 3.0% — Placement Agent Warrants (Percentage of aggregate shares/warrants offered, issued to Placement Agent)

Key Players & Entities

• bioAffinity Technologies, Inc. (company) — Registrant and issuer of securities
• Maria Zannes (person) — Chief Executive Officer of bioAffinity Technologies, Inc.
• WallachBeth Capital LLC (company) — Exclusive Placement Agent for the offering
• Nasdaq Capital Market (regulator) — Stock exchange where BIAFW is listed and facing delisting
• Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• Richard A. Friedman, Esq. (person) — Legal counsel from Sheppard, Mullin, Richter & Hampton, LLP
• Sean F. Reid, Esq. (person) — Legal counsel from Sheppard, Mullin, Richter & Hampton, LLP
• Ross D. Carmel, Esq. (person) — Legal counsel from Sichenzia Ross Ference Carmel LLP
• Jeffrey Wofford, Esq. (person) — Legal counsel from Sichenzia Ross Ference Carmel LLP
• $5.48 (dollar_amount) — Assumed public offering price per share on September 17, 2025

FAQ

Risk Factors

• Nasdaq Delisting Risk [high — regulatory]: BIAFW faces imminent delisting from Nasdaq due to non-compliance with the Minimum Bid Price Requirement ($1.00) and the Continued Listing Equity Requirement ($2,500,000). As of March 31, 2025, stockholders' equity was $1,439,404, significantly below the threshold. A Nasdaq hearing on September 11, 2025, granted an extension until October 2, 2025, to regain compliance.
• Need for Capital Infusion [high — financial]: The company is conducting a public offering to raise capital, indicating a potential need for funds to sustain operations or meet listing requirements. No minimum amount is guaranteed, and the offering terminates by October 31, 2025.
• Reverse Stock Split Impact [medium — operational]: A 1-for-30 reverse stock split was effective September 18, 2025, to address Nasdaq's Minimum Bid Price Requirement. While intended to boost the stock price, reverse splits can sometimes be perceived negatively by the market and may not guarantee sustained compliance.
• Dilution Risk from Offering [medium — financial]: The offering of up to 729,927 shares of Common Stock and an equal number of Pre-Funded Warrants, along with Placement Agent Warrants, will likely result in significant dilution for existing shareholders if fully subscribed.
• Placement Agent Compensation [medium — financial]: The company will pay WallachBeth Capital LLC an 8.0% cash fee and issue Placement Agent Warrants equal to 3.0% of the offered securities. This represents a substantial cost of capital for the funds raised.

Industry Context

The biotechnology sector is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies often rely on public offerings and strategic partnerships to fund operations and clinical trials. The current market sentiment for early-stage biotech can be volatile, influenced by clinical trial results and broader economic conditions.

Regulatory Implications

BIAFW is in critical danger of delisting from Nasdaq due to failure to meet minimum bid price and equity requirements. The company's ability to remain listed is contingent on regaining compliance by October 2, 2025, which is a significant near-term risk.

What Investors Should Do

1. Monitor Nasdaq Compliance Status
2. Assess Dilution Impact
3. Evaluate Capital Needs and Use of Proceeds

Key Dates

• 2025-09-18: Reverse Stock Split Effective — A 1-for-30 reverse stock split was implemented to attempt to meet Nasdaq's Minimum Bid Price Requirement.
• 2025-09-11: Nasdaq Hearing — The company had a hearing with Nasdaq regarding its non-compliance with listing rules.
• 2025-10-02: Nasdaq Compliance Extension Deadline — The company has until this date to regain compliance with Nasdaq's listing requirements.
• 2025-10-31: Offering Termination Date — The current public offering of shares and warrants will terminate by this date.

Glossary

Pre-Funded Warrants

These are warrants that allow the holder to purchase shares of common stock at a nominal exercise price, effectively representing immediate ownership of the underlying shares. They are often used in offerings to allow investors to avoid exceeding certain ownership thresholds or to provide a tax-efficient alternative to buying shares directly. (Included in the offering, these represent a significant portion of the securities being sold and will convert into common stock.)

Placement Agent Warrants

Warrants issued to the underwriters or placement agents of a securities offering as additional compensation for their services. They typically have an exercise price above the offering price and a term of several years. (These are part of the compensation for WallachBeth Capital LLC and represent potential future dilution.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. This is often done to increase the per-share price. (BIAFW executed a 1-for-30 reverse stock split to try and meet Nasdaq's minimum bid price requirement.)

Year-Over-Year Comparison

This S-1/A filing follows a period where bioAffinity Technologies, Inc. has failed to meet Nasdaq's listing requirements, necessitating a reverse stock split and a capital raise. Specific comparative financial metrics such as revenue, net income, and margins are not detailed in this filing's summary context, but the immediate focus is on regulatory compliance and capital generation rather than historical performance trends.

Key Financial Figures

• $0.007 — to 729,927 shares of our Common Stock, $0.007 par value per share (the “Common
• $5 — price for each share of Common Stock is $5.48, which was the closing price of our
• $0 — n Stock being sold to the public, minus $0.007, and the exercise price of each Pre
• $5.48 — Stock on the Nasdaq Capital Market was $5.48 per share. The trading price of our Com
• $1.00 — maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement&r
• $1,439,404 — cause our stockholders’ equity of $1,439,404 as of March 31, 2025, as reported in th
• $2,500,000 — 5, was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rul
• $120,000 — t-of-pocket expenses in an amount up to $120,000. In addition, we have agreed to issue t
• $1.2 m — ors for gross proceeds of approximately $1.2 million, before deducting Placement Agent
• $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 14
• $6.90 — Stock at an initial conversion price of $6.90 per share and (ii) warrants to purchase
• $10.52 — ur Common Stock at an exercise price of $10.52 per share of Common Stock (the “A
• $253,000 — gregate gross proceeds of approximately $253,000. In connection with the immediate exerc
• $3.00 — , effective as of August 12, 2025, from $3.00 to $4.50 per share. On September 17, 2

Filing Documents

• forms-1a.htm (S-1/A) — 704KB
• ex5-1.htm (EX-5.1) — 23KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 41KB
• forms-1a_001.jpg (GRAPHIC) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001493152-25-014878.txt ( ) — 958KB
• ex107_htm.xml (XML) — 17KB

USE OF PROCEEDS

USE OF PROCEEDS 13 CAPITALIZATION 14

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 16 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 21 PLAN OF DISTRIBUTION 27 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 29 LEGAL MATTERS 29 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION 29 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 30 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain intentions or strategies regarding the future. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We intend the forward-looking “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management&

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