
bioAffinity Technologies, Inc. (NASDAQ:BIAF, BIAFW)), a biotechnology company focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with

<p xmlns="http://www.w3.org/1999/xhtml">
<a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.bioaffinitytech.com&amp;esheet=54588759&amp;newsitemid=20260812527659&amp;lan=en-US&amp;anchor=bioAffinity+Technologies%2C+Inc.&amp;index=1&amp;md5=197b9bce9e053d793857268b554fbbaa" shape="rect"><b xmlns="http://www.w3.org/1999/xhtml">bioAffinity Technologies, Inc.</b></a> (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/BIAF">BIAF</a>, BIAFW)), a biotechnology company focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with an institutional investor to sell 8,462,027 shares of common stock (or pre-funded warrants in lieu thereof), together with two warrants to purchase up to an aggregate 16,924,054 shares of common stock, in a private placement offering priced at-the-market under Nasdaq rules. The combined effective offering price for each share of common stock (or pre-funded warrant) and accompanying two warrants to be issued is $0.4727. The combined effective offering price for each pre-funded warrant and accompanying two warrants to be issued is $0.4657. The pre-funded warrants will have an exercise price of $0.007 per share of common stock and the warrants will have an exercise price of $0.4727 per share, will be exercisable following stockholder approval, and will expire five years from the date of issuance.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The gross proceeds to the Company from the offering are estimated to be approximately $4.0 million before deducting the placement agent&#39;s fees and other estimated offering expenses. The offering is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
WallachBeth Capital LLC is acting as the sole placement agent in connection with the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the &#34;Securities Act&#34;), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company will provide customary registration rights for the shares of common stock underlying the warrants, subject to the terms of the definitive transaction documents.

</p><p xmlns="http://www.w3.org/1999/xhtml">
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About bioAffinity Technologies, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
bioAffinity Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and other diseases of the lung and broad-spectrum cancer treatments. The Company’s first product, CyPath&#xAE; Lung, is a noninvasive test that has shown high sensitivity, specificity and accuracy for the detection of early-stage lung cancer. CyPath&#xAE; Lung is marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. LDTs are overseen under the Clinical Laboratory Improvement Amendments (CLIA), which are administered by the Centers for Medicare &amp; Medicaid Services. For more information, visit <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.bioaffinitytech.com&amp;esheet=54588759&amp;newsitemid=20260812527659&amp;lan=en-US&amp;anchor=www.bioaffinitytech.com&amp;index=2&amp;md5=12ac80aa82db5dcaa9c1136816b02c2d" shape="rect">www.bioaffinitytech.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statement</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to close the offering when anticipated, and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. While the Company believes these forward-looking statements are reasonable, readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The information in this release is provided only as of the date of this release, and the Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260812527659r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260812527659/en/" rel="nofollow">https://www.businesswire.com/news/home/20260812527659/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
bioAffinity Technologies
<br xmlns="http://www.w3.org/1999/xhtml"></br>Julie Anne Overton
<br xmlns="http://www.w3.org/1999/xhtml"></br>Director of Communications
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:investors@bioaffinitytech.com" shape="rect">investors@bioaffinitytech.com</a>

</p>

BIAF

bioAffinity Technologies Announces Pricing of $4M Private Placement Offering Priced At-the-Market Under Nasdaq Rules

BioAffinity private placement raises $4M, signaling near-term dilution risk for shareholders

JERSEY CITY, N.J., , Aug. 13, 2026 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced that bioAffinity Technologies, Inc. (NASDAQ:BIAF,

WallachBeth Capital Announces bioAffinity Technologies Pricing of $4M Private Placement Offering Priced At-the-Market Under Nasdaq Rules

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>bioAffinity Technologies, Inc. (NASDAQ:BIAF, BIAFW)), a biotechnology company focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>BioAffinity announced a private placement to raise about $4 million by selling 8.46 million common shares and 16.92 million warrants, with a close expected around August 14, 2026. The instruments carry a $0.4727 per share warrant price (or $0.4657 for pre-funded warrants) and five-year terms, contingent on stockholder approval. This event implies potential dilution for existing holders and could weigh on near-term sentiment until approvals and proceeds are deployed.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>BioAffinity to raise about $4M via private placement of 8.46M shares and 16.92M warrants.</li><li>Combined offering price: $0.4727 per share/warrant; $0.4657 for pre-funded warrants.</li><li>Warrants exercisable after stockholder approval; five-year term; pre-funded warrants priced at $0.007.</li><li>Gross proceeds around $4M; close expected on or about August 14, 2026; WallachBeth Capital as agent.</li><li>Private placement under Rule 4(a)(2)/Reg D; securities not registered; potential dilution to existing holders.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>bioAffinity Technologies, Inc. (BIAF)</strong>: Private placement to raise capital; significant potential dilution if warrants are exercised.</li><li><strong>WallachBeth Capital LLC</strong>: Sole placement agent; facilitates the deal; not a market mover decision on its own.</li><li><strong>Institutional investor (unspecified)</strong>: Buyer in the private placement; size undisclosed; could influence future liquidity if large.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article details a financing transaction that alters capital structure via equity and warrants, a key driver of dilution and funding trajectory for BIAF.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Close date around August 14, 2026 could trigger near-term price moves.</li><li>Dilution from 25.4 million new securities may pressure BIAF shares.</li><li>Offering not registered; resale eligibility contingent on future actions.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Offering: 8,462,027 common shares and 16,924,054 warrants.</li><li>Combined price: $0.4727 per share/warrant; $0.4657 for pre-funded warrants.</li><li>Gross proceeds: approx $4.0 million.</li><li>Close date: on or about August 14, 2026.</li><li>Warrants: exercisable after stockholder approval; expire five years.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term dilution risk weighs on BIAF; monitor shareholder approval and closing progress over the next few weeks.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
<a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.bioaffinitytech.com&amp;esheet=54588759&amp;newsitemid=20260812527659&amp;lan=en-US&amp;anchor=bioAffinity+Technologies%2C+Inc.&amp;index=1&amp;md5=197b9bce9e053d793857268b554fbbaa" shape="rect"><b xmlns="http://www.w3.org/1999/xhtml">bioAffinity Technologies, Inc.</b></a> (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/BIAF">BIAF</a>, BIAFW)), a biotechnology company focused on noninvasive diagnostics and early cancer detection, today announced that it has entered into a securities purchase agreement with an institutional investor to sell 8,462,027 shares of common stock (or pre-funded warrants in lieu thereof), together with two warrants to purchase up to an aggregate 16,924,054 shares of common stock, in a private placement offering priced at-the-market under Nasdaq rules. The combined effective offering price for each share of common stock (or pre-funded warrant) and accompanying two warrants to be issued is $0.4727. The combined effective offering price for each pre-funded warrant and accompanying two warrants to be issued is $0.4657. The pre-funded warrants will have an exercise price of $0.007 per share of common stock and the warrants will have an exercise price of $0.4727 per share, will be exercisable following stockholder approval, and will expire five years from the date of issuance.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The gross proceeds to the Company from the offering are estimated to be approximately $4.0 million before deducting the placement agent&#39;s fees and other estimated offering expenses. The offering is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
WallachBeth Capital LLC is acting as the sole placement agent in connection with the offering.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the &#34;Securities Act&#34;), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company will provide customary registration rights for the shares of common stock underlying the warrants, subject to the terms of the definitive transaction documents.

</p><p xmlns="http://www.w3.org/1999/xhtml">
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About bioAffinity Technologies, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
bioAffinity Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and other diseases of the lung and broad-spectrum cancer treatments. The Company’s first product, CyPath&#xAE; Lung, is a noninvasive test that has shown high sensitivity, specificity and accuracy for the detection of early-stage lung cancer. CyPath&#xAE; Lung is marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. LDTs are overseen under the Clinical Laboratory Improvement Amendments (CLIA), which are administered by the Centers for Medicare &amp; Medicaid Services. For more information, visit <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.bioaffinitytech.com&amp;esheet=54588759&amp;newsitemid=20260812527659&amp;lan=en-US&amp;anchor=www.bioaffinitytech.com&amp;index=2&amp;md5=12ac80aa82db5dcaa9c1136816b02c2d" shape="rect">www.bioaffinitytech.com</a>.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">Forward-Looking Statement</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to close the offering when anticipated, and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. While the Company believes these forward-looking statements are reasonable, readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The information in this release is provided only as of the date of this release, and the Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260812527659r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260812527659/en/" rel="nofollow">https://www.businesswire.com/news/home/20260812527659/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
bioAffinity Technologies
<br xmlns="http://www.w3.org/1999/xhtml"></br>Julie Anne Overton
<br xmlns="http://www.w3.org/1999/xhtml"></br>Director of Communications
<br xmlns="http://www.w3.org/1999/xhtml"></br><a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:investors@bioaffinitytech.com" shape="rect">investors@bioaffinitytech.com</a>

</p>

BioAffinity announced a private placement to raise about $4 million by selling 8.46 million common shares and 16.92 million warrants, with a close expected around August 14, 2026. The instruments carry a $0.4727 per share warrant price (or $0.4657 for pre-funded warrants) and five-year terms, contingent on stockholder approval. This event implies potential dilution for existing holders and could weigh on near-term sentiment until approvals and proceeds are deployed.

News insight

bioAffinity Technologies Announces Pricing of $4M Private Placement Offering Priced At-the-Market Under Nasdaq Rules

AI summary

Sentiment rationale

Key facts

Corporate Developments