bioAffinity Technologies (BIAF) Enters $3.2M Stock Purchase Agreement

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

bioAffinity Technologies, Inc. (BIAF) has signed an agreement to sell up to $3.2 million worth of its common stock (or pre-funded warrants — a type of option to buy shares later at a very low price) at $0.80 per share, according to an 8-K filed on June 18, 2026. Pre-funded warrants are priced slightly lower, at $0.793 per unit, with an exercise price of $0.007. Each buyer is capped at owning no more than 9.9% of BIAF's outstanding shares after the deal closes.

bioAffinity Technologies, Inc. (Nasdaq: BIAF) has entered into a securities purchase agreement to raise up to $3.2 million by selling shares of its common stock — or pre-funded warrants (a type of contract that lets the holder buy a share later for just $0.007, with most of the purchase price paid upfront) — according to an 8-K (a filing companies use to report major news) filed with the SEC on June 18, 2026.

Deal Terms

The per-share purchase price is $0.80. Buyers who choose pre-funded warrants instead of regular shares pay $0.793 per unit upfront, then just $0.007 to complete the purchase later. The price can be adjusted if BIAF does a stock split, reverse split, or similar transaction before the deal closes.

Settlement is expected to happen electronically through a "Delivery Versus Payment" process — meaning shares are delivered to buyers at the same time payment is wired to the company, reducing counterparty risk on both sides.

Ownership Cap

No single buyer (together with related parties) can end up owning more than 9.9% of BIAF's outstanding shares as a result of this transaction, according to the filing. If a buyer's purchase would push them over that limit, their order is automatically reduced.

Closing Conditions and Timing

The agreement can be terminated by any buyer — for their own portion only — if the deal has not closed within five trading days of the agreement date. Standard conditions apply, including that BIAF's stock must not be suspended from trading before closing.

Other Details

BIAF agreed to use its best efforts to keep its common stock listed on its current trading market and to apply to list all new shares before closing. The company also stated, according to the filing, that after receiving the proceeds, it believes its assets would exceed its liabilities and that it does not intend to file for bankruptcy within one year of closing.

Key facts

bioAffinity Technologies, Inc. (BIAF) signed a securities purchase agreement filed June 18, 2026

The company is raising up to $3,200,000 through the sale of shares or pre-funded warrants

Per-share purchase price is $0.80; pre-funded warrants are priced at $0.793 with a $0.007 exercise price

No single buyer may own more than 9.9% of outstanding shares after closing

The deal can be terminated if closing does not occur within five trading days of signing

Settlement will occur via Delivery Versus Payment (DVP) electronic transfer

Why it matters

For BIAF shareholders, this offering represents a meaningful capital raise — $3.2 million — for a small biotech company. The $0.80 per-share offering price is a key reference point investors may compare to where the stock is currently trading to gauge the degree of any dilution. The 9.9% beneficial ownership cap limits how concentrated any single new investor can become, and the pre-funded warrant structure is commonly used when a buyer wants to avoid temporarily breaching ownership thresholds. The company's solvency statement in the filing — that it does not expect to file for bankruptcy within a year of closing — provides some reassurance, though it is a standard contractual representation, not an audited guarantee.

Frequently asked

How much money is bioAffinity Technologies raising in this deal?

The company is raising up to $3.2 million by selling shares or pre-funded warrants to investors, according to the filing.

What is the share price in this offering?

The purchase price is $0.80 per share. Pre-funded warrants are priced at $0.793 each, with a remaining exercise price of $0.007 to convert to a full share.

What is a pre-funded warrant?

A pre-funded warrant is a contract that lets the holder buy a share of stock at a very low price ($0.007 in this case) at any time, because nearly all of the purchase price ($0.793) is paid upfront. Investors sometimes use them to avoid exceeding ownership limits.

Can any one investor buy a large portion of bioAffinity Technologies through this deal?

No. The agreement limits any single buyer (and their affiliates) to owning no more than 9.9% of BIAF's outstanding shares after the deal closes. Their order is automatically reduced if it would push them above that level.

What the filing reported

1.01 Entry into a Material Agreement

8.01 Other Events

9.01 Financial Statements & Exhibits