SCHEDULE: Bigger Capital Group Divests Entire bioAffinity Stake

A group of investment entities led by Michael Bigger reported a complete divestment of their beneficial ownership in bioAffinity Technologies, Inc. common stock, falling below the 5% threshold.

Summary

• Bigger Capital Fund L P, Bigger Capital Fund GP, LLC, District 2 Capital Fund LP, District 2 Capital LP, District 2 GP LLC, District 2 Holdings LLC, and Michael Bigger (collectively, the 'Reporting Persons') filed a Schedule 13G regarding their ownership in bioAffinity Technologies, Inc.
• As of September 29, 2025, Bigger Capital and its general partner beneficially owned 58,682 shares of Common Stock, representing 2.89% of the class.
• As of September 29, 2025, District 2 Capital Fund LP and its related entities beneficially owned 58,682 shares of Common Stock, representing 2.89% of the class.
• Michael Bigger, as the managing member of the general partners for both Bigger Capital and District 2 Capital entities, was deemed to beneficially own an aggregate of 117,364 shares, representing approximately 5.79% of the outstanding Common Stock as of September 29, 2025.
• The reported beneficial ownership percentages were based on 1,854,785 shares outstanding before an offering, plus 173,627 shares offered, as per the Issuer's Prospectus filed on September 30, 2025.
• Bigger Capital's beneficial ownership did not include 61,490 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
• District 2 Capital Fund LP's beneficial ownership did not include 41,433 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, also subject to a 9.99% beneficial ownership limitation.
• Crucially, after September 29, 2025, the Reporting Persons sold all of their Common Stock, including all shares issuable upon the exercise of Pre-Funded Warrants.
• As of September 30, 2025, the Reporting Persons are no longer beneficial owners of at least 5.00% of bioAffinity Technologies, Inc.'s Common Stock.

Sentiment

Score: 3

Explanation: The complete divestment by a significant investor group is a strong negative signal, indicating a lack of confidence or a strategic exit, which could pressure the stock price.

Negatives

• A significant investor group, led by Michael Bigger, has completely divested its entire stake in bioAffinity Technologies, Inc., which could signal a lack of confidence in the company's future prospects.
• The sale includes all Common Stock and shares issuable from Pre-Funded Warrants, indicating a full exit from the investment.

Future Outlook

NA

Industry Context

This filing is a standard disclosure of beneficial ownership changes by an institutional investor group and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders may perceive the complete divestment by a notable investor group as a negative indicator, potentially leading to decreased investor confidence and downward pressure on the stock price.
• Potential investors might view this as a red flag, prompting further scrutiny of the company's fundamentals and prospects.

Key Dates

Recommendation

The complete divestment of an entire stake by a significant investor group, such as the Bigger Capital and District 2 Capital entities, typically signals a loss of confidence or a strategic decision to exit the investment. For a seasoned investor, this action suggests that the reporting persons no longer see value or growth potential in the company, or they anticipate negative developments. This could lead to a decline in the stock price as other investors react to the news, making a 'sell' recommendation prudent to avoid potential losses or reallocate capital to more promising opportunities.

Keywords

bioAffinity Technologies, SEC filing, Schedule 13G, beneficial ownership, institutional investor, Michael Bigger, Bigger Capital, District 2 Capital, common stock, equity stake, divestment