SAN ANTONIO, August 05, 2024--(BUSINESS WIRE)--bioAffinity Technologies, Inc. (Nasdaq: BIAF, BIAFW) announced today that pursuant to warrant exercise agreements dated Aug. 2, 2024, three existing accredited investors have exercised outstanding warrants to purchase an aggregate of 1,041,667 of the Company’s shares of common stock ("Existing Warrants") at an exercise price that was reduced from $1.64 to $1.25 per share for gross cash proceeds of approximately $1,302,083.

As part of the transaction, the exercising holders received in a private placement new unregistered warrants ("New Warrants") to purchase up to an aggregate of 1,302,083 shares of common stock (equal to 125% of the shares of common stock issued in connection with the exercise of the Existing Warrants). The New Warrants have an exercise price of $1.50 per share and are initially exercisable on the date that stockholder approval of the exercise of the warrants is obtained and will expire five years from the date of such approval. In connection with the exercise of the Existing Warrants, the Company reduced the exercise price of the Existing Warrants from $1.64 to $1.25 per share.

The Company also announced today it has closed the previously announced securities purchase agreement with an institutional investor for the purchase and sale of 360,000 shares of common stock in a registered direct offering and, in a concurrent private placement, common warrants ("Private Warrants") to purchase up to 450,000 shares of common stock (together with the registered direct offering) at a combined purchase price of $1.25. The Private Warrants have an exercise price of $1.50 per share, are initially exercisable on the date that stockholder approval of the exercise of the warrants is obtained and will expire five years from the date of such approval.

The gross proceeds from the offering are expected to be approximately $450,000, excluding any proceeds that may be received upon the exercise of the Private Warrants and before deducting placement agent fees and other offering expenses payable by the Company.

WallachBeth Capital acted as sole placement agent for the registered direct offering and financial advisor for the warrant inducement transaction.

The common stock was issued in a registered direct offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-275608) previously filed with the U.S. Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on Nov. 27, 2023. The Private Warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and available on the SEC’s website located at https://www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at [email protected], by calling +1-646-237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.