bioAffinity Technologies Announces Pricing of $2.5 Million Registered Direct Offering and Concurrent Private Placement

bioAffinity Technologies, Inc. (Nasdaq: BIAF and BIAFW) today announced it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 1,600,000 shares of common stock in a registered direct offering and common warrants to purchase up to 1,600,000 shares of common stock in a concurrent private placement (together with the registered direct offering) at a combined purchase price of $1.5625 per common share. The common warrants issued pursuant to the concurrent private placement will have an exercise price of $ 1.64 per share, are initially exercisable on the date that shareholder approval of the exercise of the warrants is obtained and will expire five years from the date of such approval.

The closing of the offering is expected to occur on or about March 8, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $2,500,000, excluding any proceeds that may be received upon the exercise of the warrants and before deducting placement agent fees and other offering expenses payable by the Company.

WallachBeth Capital is acting as sole placement agent for the Offering.

The common stock will be 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, and declared effective by the SEC on November 27, 2023. The common warrants will be issued in a concurrent private placement. 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 http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from WallachBeth Capital, LLC, via email at [e-mail], 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.

The private placement of the common warrants will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold 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.