bioAffinity Technologies, Inc. (NASDAQ: BIAF) has entered into a definitive agreement to sell approximately $4 million in common stock or pre-funded warrants through a registered direct offering. The San Antonio-based biotechnology company announced the transaction on October 8, 2026, with the offering priced at-the-market under Nasdaq rules. The primary objective of the capital raise is to fund working capital and support the growing sales of its CyPath Lung test for early-stage lung cancer detection.
The company will sell shares of common stock at a purchase price of $6.122 per share, or pre-funded warrants at $6.115 per unit. Pre-funded warrants carry an exercise price of $0.007 per share of common stock. Concurrently, bioAffinity Technologies is conducting a private placement in which it will sell warrants to purchase up to 980,072 shares of common stock. These concurrent warrants have an exercise price of $6.122 per share and will become exercisable only after receiving stockholder approval. The warrants expire five years from the date of that approval.
WallachBeth Capital, LLC is serving as the sole placement agent for the offering. The gross proceeds are expected to reach approximately $4 million before deducting placement agent fees and other offering expenses payable by the company. The closing of the offering is anticipated to occur on or about October 9, 2026, subject to the satisfaction of customary closing conditions.
The common stock is being offered pursuant to a shelf registration statement on Form S-3, File No. 333-275608, which was filed with the U.S. Securities and Exchange Commission and declared effective on November 27, 2023. A prospectus supplement describing the specific terms of this registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus will be available on the SEC’s website at sec.gov once filed.
bioAffinity Technologies develops noninvasive healthcare solutions for the early detection and monitoring of lung disease. Its first product, CyPath Lung, is a noninvasive test marketed as a Laboratory Developed Test by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. The company states that CyPath Lung has shown high sensitivity, specificity, and accuracy for detecting early-stage lung cancer. Laboratory Developed Tests are overseen under the Clinical Laboratory Improvement Amendments, which are administered by the Centers for Medicare & Medicaid Services.
The press release includes forward-looking statements regarding the company's expectations for the offering and its business operations. The company cautions that actual results may differ materially from current expectations due to various risks and uncertainties, including the ability to close the offering when anticipated. These risks are discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent filings with the SEC.