bioAffinity Technologies Closes $4 Million Registered Direct Offering to Support CyPath® Lung Sales and Corporate Operations
bioAffinity Technologies, Inc. (NASDAQ: BIAF, BIAFW), a biotechnology company developing noninvasive healthcare solutions for the early detection and monitoring of lung disease, has announced the closing of its previously disclosed registered direct offering of common stock and pre-funded warrants to an institutional investor. The company also completed a concurrent private placement of warrants to purchase additional shares of its common stock.
The financing generated approximately $4 million in gross proceeds before deducting placement agent fees and other offering-related expenses payable by the company. bioAffinity Technologies intends to use the net proceeds to support working capital requirements, accommodate anticipated growth in sales of CyPath® Lung, its noninvasive lung cancer test, and fund general corporate purposes.
The transaction represents a financing initiative intended to support the company’s commercial activities and ongoing business operations as it works to expand the availability and sales of its lung cancer detection technology. By securing additional capital through a combination of common stock, pre-funded warrants and a concurrent private placement of warrants, bioAffinity Technologies aims to strengthen its financial resources while supporting the continued development of its business.
WallachBeth Capital, LLC served as the sole placement agent for the registered direct offering.
Registered Direct Offering Generates Approximately $4 Million
Under the terms of the completed registered direct offering, bioAffinity Technologies sold shares of its common stock, or pre-funded warrants in lieu of common shares, to an institutional investor. The offering was priced at the market under Nasdaq rules.
The purchase price was set at $6.122 per share of common stock or $6.115 per pre-funded warrant. These securities formed the primary components of the registered direct financing, providing the company with proceeds to support its commercial and operational priorities.
In addition to the registered direct offering, bioAffinity Technologies closed a concurrent private placement of warrants to purchase up to an aggregate of 980,072 shares of common stock. The exercise price for these warrants is $6.122 per share.
The warrants issued in the private placement will become exercisable following stockholder approval and will expire five years from the date of that approval. This structure establishes the conditions under which holders may exercise the warrants and acquire the underlying common shares.
The pre-funded warrants issued as part of the registered direct offering have an exercise price of $0.007 per share of common stock. Pre-funded warrants are securities that allow investors to acquire underlying shares upon exercise at a nominal additional exercise price, subject to their terms and conditions.
The combination of common shares and pre-funded warrants provided flexibility in structuring the transaction, while the additional private placement warrants created a separate potential avenue for future share issuance if the required conditions are satisfied and the warrants are exercised.
The approximately $4 million in gross proceeds represents the amount generated before transaction costs. The company’s actual net proceeds will be lower after accounting for placement agent fees and other expenses associated with the offering.
bioAffinity Technologies has identified working capital, anticipated growth in CyPath® Lung sales and general corporate purposes as the intended uses of the net proceeds. The announcement does not specify a separate allocation of the funds among these categories.
Funding to Support CyPath® Lung Commercial Growth
A key objective of the financing is to support expected growth in sales of CyPath® Lung, bioAffinity Technologies’ noninvasive test for lung cancer.
The company focuses on developing diagnostic solutions intended to improve the detection and monitoring of lung disease. Its approach is centered on technologies designed to provide clinically useful information while reducing reliance on more invasive procedures where appropriate.
CyPath® Lung is part of the company’s commercial strategy in lung cancer diagnostics. Lung cancer remains a major public health challenge, and early detection is an important component of efforts to improve patient outcomes. Identifying suspicious findings and determining which patients may require further evaluation are important considerations in the diagnostic pathway.
Traditional lung cancer diagnostic workups can involve imaging, follow-up assessments and, when indicated, invasive procedures to obtain tissue samples. Diagnostic tools that provide additional information may help clinicians assess patients and determine appropriate next steps. However, the usefulness of any diagnostic test depends on its validated performance, intended population, clinical context and integration into established care pathways.
bioAffinity Technologies is seeking to support the commercial development of CyPath® Lung as it anticipates increased sales. The newly completed financing is intended to provide resources for the company’s working capital requirements and to support this anticipated commercial expansion.
Growing sales of a diagnostic product can require investment across several operational areas, including sales activities, customer engagement, distribution, laboratory or testing operations where applicable, and other commercial infrastructure. Working capital can help a company manage these day-to-day requirements while pursuing its growth objectives.
The financing announcement does not provide updated sales figures, revenue guidance or a detailed commercial expansion timeline for CyPath® Lung. Accordingly, the expected growth referenced by the company represents its stated business outlook rather than a guarantee of future sales performance.
Nevertheless, the allocation of proceeds toward supporting CyPath® Lung sales indicates that commercial execution is an important priority for bioAffinity Technologies. The company’s ability to translate its diagnostic technology into sustained demand will be relevant to its future operating performance.
Supporting Working Capital and General Corporate Purposes
In addition to supporting CyPath® Lung sales, bioAffinity Technologies intends to use the net proceeds for working capital and general corporate purposes.
Working capital is important for biotechnology companies operating in the diagnostic and medical technology sectors, where commercialization and business development may require ongoing expenditure before revenues reach a level sufficient to cover operating costs.
Funds designated for working capital can support routine business requirements, including operating expenses and other obligations necessary to maintain commercial activities. General corporate purposes provide additional flexibility for management to address business needs as they arise.
For a company developing and commercializing diagnostic technologies, access to capital can be particularly important as it works to expand market presence, support product adoption and maintain business operations.
The registered direct offering provides an additional source of funding without specifying a dedicated use for every dollar raised. This allows the company to direct the net proceeds toward its stated priorities, subject to its operational requirements and broader corporate strategy.
At the same time, the issuance of additional equity securities and warrants can affect existing shareholders through potential dilution. The extent of any future dilution associated with the private placement warrants will depend on stockholder approval, the exercise of the warrants and the number of shares ultimately issued.
The financing therefore combines an immediate capital-raising transaction with securities that may create additional common shares in the future if exercised under their applicable terms.
WallachBeth Capital Acts as Sole Placement Agent
WallachBeth Capital, LLC acted as the sole placement agent for the registered direct offering.
The placement agent’s role in a financing transaction generally involves assisting with the placement of securities and coordinating aspects of the offering process. In this transaction, WallachBeth Capital served as the designated placement agent for the offering conducted by bioAffinity Technologies.
The company stated that the common stock was offered 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).
The registration statement was filed under the Securities Act of 1933, as amended, and was declared effective by the SEC on November 27, 2023.
A shelf registration statement enables an eligible company to register securities for potential offerings, subject to the applicable regulatory requirements and the terms of the registration. It can provide a framework for raising capital through different transactions without requiring the company to begin an entirely new registration process for each offering.
In this case, the offering of common shares was made by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement.
bioAffinity Technologies stated that a prospectus supplement describing the terms of the registered direct offering, together with the accompanying prospectus, would be filed with the SEC. These documents provide investors with formal information about the offering and its applicable terms.
Investors seeking additional details about the transaction can consult the SEC’s website at www.sec.gov, where the relevant securities filings may be accessed when available.
Offering Documents and Investor Information
The company identified WallachBeth Capital as a contact for obtaining electronic copies of the prospectus supplement and accompanying prospectus once available.
Investors can contact WallachBeth Capital, LLC, through the following channels:
- Email: cap-mkts@wallachbeth.com
- Telephone: +1-646-237-8585
- Mailing address: WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.
The prospectus supplement and accompanying prospectus are important sources of information for investors evaluating the offering. They describe the securities involved and the applicable terms and conditions, complementing the company’s announcement of the transaction’s completion.
The availability of these documents allows investors to review the registered direct offering in the context of the company’s existing securities registration and relevant disclosure requirements.
Regulatory and Legal Considerations
bioAffinity Technologies emphasized that the press release does not constitute an offer to sell securities or a solicitation of an offer to buy securities.
The company also stated that the securities will not be sold in any jurisdiction where the offer, solicitation or sale would be unlawful before registration or qualification under the applicable securities laws.
This disclosure clarifies the legal scope of the announcement and reinforces that securities offerings must comply with relevant regulatory requirements in the jurisdictions where they are conducted.
The transaction was structured as a registered direct offering priced at the market under Nasdaq rules, alongside a concurrent private placement of warrants. The common stock component was offered under the company’s effective Form S-3 registration statement, while the warrants were subject to their stated exercise provisions and, in the case of the privately placed warrants, stockholder approval before becoming exercisable.
These conditions are relevant to understanding the financing’s structure and the circumstances under which additional shares may be issued.
Strategic Significance for bioAffinity Technologies
The completion of the approximately $4 million financing provides bioAffinity Technologies with additional capital to support its near-term business priorities, particularly the anticipated growth of CyPath® Lung sales.
The company operates in the biotechnology and diagnostics sector, focusing on noninvasive healthcare solutions for the early detection and monitoring of lung disease. Its commercial progress will depend on factors such as product adoption, the ability to reach intended customers, operational execution and the broader market environment for lung cancer diagnostic technologies.
The proceeds from the offering are intended to support the infrastructure and working capital needed to pursue these priorities. Although the financing does not itself establish future commercial performance, it provides additional resources for the company to advance its stated plans.
The transaction also illustrates how biotechnology companies can use registered direct offerings and related securities structures to secure funding for commercial operations. Such financing can provide near-term capital while potentially creating future obligations or dilution depending on the terms and exercise of outstanding warrants.
For existing and prospective investors, the key considerations include the company’s intended use of the proceeds, the terms of the securities issued, the requirement for stockholder approval before the private placement warrants become exercisable, and the company’s future progress in commercializing CyPath® Lung.
Overall, bioAffinity Technologies’ completion of the registered direct offering and concurrent private placement marks a financing milestone intended to support working capital, anticipated growth in CyPath® Lung sales and general corporate purposes. The company’s ability to convert this additional financial support into sustained commercial growth will be an important factor in evaluating its future development in the lung disease diagnostics market.
About bioAffinity Technologies, Inc.
bioAffinity Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and other diseases of the lung and broad-spectrum cancer treatments. The Company’s first product, CyPath® Lung, is a noninvasive test that has shown high sensitivity, specificity and accuracy for the detection of early-stage lung cancer. CyPath® Lung is marketed as a Laboratory Developed Test (LDT) by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. LDTs are overseen under the Clinical Laboratory Improvement Amendments (CLIA), which are administered by the Centers for Medicare & Medicaid Services.