bioAffinity Technologies, Inc. (NASDAQ: BIAF) entered into a definitive securities purchase agreement on October 8, 2026, with an institutional investor. Under the terms of the agreement, the company agreed to sell 116,545 shares of common stock and pre-funded warrants to purchase up to 536,836 shares of common stock. The purchase price was set at $6.122 per share and $6.115 per pre-funded warrant.
The offering was conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-275608) previously declared effective by the SEC on November 27, 2023. Concurrent with the sale of the common stock, the company issued unregistered warrants to purchase an aggregate of 980,072 shares of common stock. These warrants have an exercise price of $6.122 per share and are exercisable for five years following stockholder approval.
The closing of the transaction occurred on October 9, 2026. The gross proceeds from the offering were approximately $4 million, prior to the deduction of placement agent fees and other offering expenses. The company intends to use the net proceeds for working capital and general corporate purposes.
WallachBeth Capital, LLC was appointed as the exclusive placement agent for the transaction. The company agreed to pay the agent a cash fee equal to 7.5% of the gross proceeds and issued a warrant to purchase up to 19,602 shares of common stock (3% of the aggregate shares sold) with an exercise price of $6.122. The company also agreed to pay the agent $70,000 for legal counsel fees and other expenses.
In related news, bioAffinity suspended the use of its prospectus supplement and related prospectus filed with the SEC on May 27, 2025, relating to an At the Market (ATM) Issuance Sales Agreement. The company stated it will not make any sales of common stock pursuant to the sales agreement until a new prospectus supplement is filed.
