bioAffinity Files S-1 for Resale of 12.6M Shares by Selling Stockholders

TL;DR

**BIAFW's S-1 for 12.6M share resale is a red flag for dilution, signaling potential downward pressure on the stock as early investors cash out.**

AI Summary

bioAffinity Technologies, Inc. (BIAFW) filed an S-1 on August 29, 2025, for the resale of up to 12,611,253 shares of common stock by Selling Stockholders. This includes 4,304,343 shares from Series B Preferred Stock conversions, 6,714,780 shares from Private Warrants issued in an August 2025 Private Placement, and 1,430,000 shares from Inducement Warrants in a Warrant Inducement Private Placement, both closed on August 14, 2025. Additionally, 162,130 shares are tied to warrants issued to WallachBeth Capital LLC for advisory and placement agent services. The company will not receive proceeds from the resale of these shares, but will benefit from cash proceeds if the Common Warrants are exercised. The S-1 highlights the company's focus on developing noninvasive diagnostics for early-stage lung cancer, specifically CyPath® Lung, utilizing flow cytometry and AI-driven analysis. The closing price of BIAF common stock on Nasdaq was $0.2522 per share on August 26, 2025.

Why It Matters

This S-1 filing signals a significant potential increase in the float of bioAffinity Technologies' common stock, which could exert downward pressure on the share price for existing investors. The company is not raising new capital from this resale, but rather facilitating the liquidity for institutional investors and advisors who participated in recent private placements. For employees, this could impact stock option value, while customers and the broader market will be watching how this impacts the company's ability to fund its diagnostic development, particularly its CyPath® Lung test, in a competitive biotech landscape.

Risk Assessment

Risk Level: high — The S-1 registers 12,611,253 shares for resale, representing a substantial portion of the company's potential outstanding shares. The closing price of BIAF common stock was $0.2522 on August 26, 2025, indicating a low share price that could be further depressed by this large volume of shares entering the market. The company also explicitly states it will not receive proceeds from the sale of these shares, meaning no direct capital infusion to offset potential dilution.

Analyst Insight

Investors should exercise extreme caution and consider the potential for significant dilution and downward price pressure on BIAFW shares. It would be prudent to await further clarity on the company's financial health and commercialization progress for CyPath® Lung before considering any new investment.

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

• 12,611,253 — Shares of Common Stock (Total shares registered for resale by Selling Stockholders)
• 4,304,343 — Conversion Shares (Shares issuable upon conversion of Series B Convertible 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)
• 162,130 — WallachBeth Warrants Shares (Shares issuable upon exercise of warrants issued to WallachBeth Capital LLC designees)
• $0.2522 — Common Stock Closing Price (Closing price per share on Nasdaq Capital Market as of August 26, 2025)
• August 14, 2025 — Private Placement Closing Date (Date the August 2025 Private Placement and Warrant Inducement Private Placement closed)

Key Players & Entities

• bioAffinity Technologies, Inc. (company) — Registrant and developer of CyPath® Lung
• Maria Zannes (person) — Chief Executive Officer of bioAffinity Technologies, Inc.
• WallachBeth Capital LLC (company) — Financial advisor and placement agent for private placements
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Nasdaq Capital Market (company) — Stock exchange where BIAF is listed
• 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

FAQ

Risk Factors

• Dilution from Resale of Shares [high — financial]: The S-1 registers 12,611,253 shares for resale, significantly increasing the total number of shares outstanding. This includes shares from Series B Preferred Stock conversions (4,304,343 shares), Private Warrants (6,714,780 shares), and Inducement Warrants (1,430,000 shares). Such a large influx of shares can dilute the ownership percentage of existing shareholders and potentially depress the stock price.
• Potential for Further Dilution from Warrant Exercise [medium — financial]: The company may receive cash proceeds if the Common Warrants are exercised. While this provides a potential cash inflow, the exercise of these warrants will also result in the issuance of additional shares, further contributing to dilution for existing shareholders.
• Dependence on Product Development and Market Adoption [high — market]: The company's primary focus is on developing noninvasive diagnostics for early-stage lung cancer, specifically CyPath® Lung. Success is heavily dependent on the successful development, regulatory approval, and subsequent market adoption of this technology, which faces significant competition and uncertainty.
• Regulatory Hurdles for Diagnostic Products [high — regulatory]: Developing and commercializing medical diagnostic products requires navigating complex and stringent regulatory pathways, such as FDA approval. Delays or failures in obtaining regulatory clearance can significantly impact the company's ability to generate revenue and achieve profitability.
• Reliance on Key Personnel and Technology [medium — operational]: The company's success hinges on its proprietary technology (flow cytometry and AI-driven analysis) and the expertise of its key personnel. Loss of key employees or unforeseen technological challenges could impede progress.
• Limited Operating History and Profitability [medium — financial]: As a company focused on developing novel diagnostics, bioAffinity Technologies likely has a limited operating history and may not yet be profitable. This increases financial risk for investors who are betting on future success.

Industry Context

bioAffinity Technologies operates in the highly competitive and rapidly evolving medical diagnostics market, specifically focusing on early-stage lung cancer detection. The industry is characterized by significant technological innovation, particularly in areas like liquid biopsies, AI-powered analysis, and advanced imaging. Key trends include the push for non-invasive and more accurate diagnostic tools to improve patient outcomes and reduce healthcare costs. The competitive landscape includes established diagnostic companies, biotech startups, and academic research institutions, all vying for market share and regulatory approvals.

Regulatory Implications

The development and commercialization of CyPath® Lung are subject to stringent regulatory oversight, primarily from the U.S. Food and Drug Administration (FDA). Obtaining necessary approvals (e.g., premarket approval or clearance) is critical for market entry and revenue generation. Any delays, additional data requirements, or failure to meet regulatory standards pose significant risks to the company's business model and financial viability.

What Investors Should Do

1. Monitor upcoming clinical trial results and regulatory milestones for CyPath® Lung.
2. Assess the potential impact of share dilution from the registered resale.
3. Evaluate the company's cash burn rate and future funding needs.
4. Research the competitive landscape for lung cancer diagnostics.

Key Dates

• 2025-08-29: S-1 Filing for Resale of Shares — Indicates a significant number of shares are becoming available for trading, potentially increasing liquidity but also posing dilution risks.
• 2025-08-14: Closing of Private Placement and Warrant Inducement Private Placement — This event led to the issuance of shares underlying the Private Warrants and Inducement Warrants, contributing to the shares being registered for resale.
• 2025-08-26: Common Stock Closing Price — Provides a recent valuation benchmark for the company's common stock ($0.2522 per share) prior to the potential impact of the registered shares.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This filing specifically relates to the resale of existing shares by selling stockholders, not an initial public offering or new capital raise for the company.)

Selling Stockholders

Individuals or entities who own shares of a company's stock and intend to sell them in the public market. In this case, they are selling shares acquired through various private placements and conversions. (The S-1 is primarily for their benefit, allowing them to legally resell their shares. The company itself does not receive proceeds from this resale.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a fixed number of common stock shares under specified conditions. The conversion of these shares is a source of the registered common stock. (The conversion of these preferred shares into common stock is a significant component of the total shares being registered for resale.)

Private Warrants

Options that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. These were issued in a private placement. (The exercise of these warrants will result in the issuance of common stock, which is part of the shares registered for resale.)

Inducement Warrants

Warrants issued to incentivize or 'induce' parties to enter into agreements or transactions, often in the context of financing or strategic partnerships. These were also issued in a private placement. (Similar to private warrants, their exercise leads to the issuance of common stock registered for resale.)

Flow Cytometry

A technique used to detect and measure physical and chemical characteristics of a particle or cell as it flows through a laser beam. It is often used in biological research and medical diagnostics. (This is a core technology underpinning bioAffinity Technologies' CyPath® Lung diagnostic product.)

AI-driven Analysis

The use of artificial intelligence algorithms to analyze data, in this context, likely to interpret results from flow cytometry for diagnostic purposes. (This represents the advanced analytical component of the company's diagnostic platform, aiming to improve accuracy and efficiency.)

Year-Over-Year Comparison

This S-1 filing focuses on the resale of shares by existing stockholders, rather than a new capital raise or initial public offering. Therefore, direct year-over-year comparisons of key financial metrics like revenue growth, margins, or net income are not applicable based on this filing alone. The primary change indicated is the increased availability of shares for trading, stemming from recent private placements and warrant exercises, which introduces potential dilution risks not necessarily present in prior filings.

Key Financial Figures

• $0.007 — 1,253 shares of common stock, par value $0.007 per share (the “Common Stock&rdqu
• $0.2522 — Stock on the Nasdaq Capital Market was $0.2522 per share. Investing in our securitie
• $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-1.htm (S-1) — 629KB
• ex23-1.htm (EX-23.1) — 4KB
• ex5-1.htm (EX-5.1) — 21KB
• ex-107.htm (EX-FILING FEES) — 23KB
• forms-1_001.jpg (GRAPHIC) — 17KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• 0001641172-25-025990.txt ( ) — 836KB
• ex-107_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

View Full Filing

View this S-1 filing on SEC EDGAR