10-K/A: bioAffinity Technologies Files Amendment to 10-K Report, Addressing Corporate Governance and Executive Compensation

bioAffinity Technologies files an amendment to its annual report on Form 10-K to include information required by Part III regarding directors, executive officers, and corporate governance.

Summary

• bioAffinity Technologies, Inc. is filing Amendment No. 1 on Form 10-K/A to its annual report for the year ended December 31, 2024.
• The amendment includes information required by Part III of the Annual Report on Form 10-K, which was intended to be incorporated by reference to the Company's definitive proxy statement.
• The proxy statement will not be filed within 120 days after the end of the company's fiscal year.
• The amendment includes new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002.
• The company's common stock is listed on the Nasdaq Stock Market under the symbol BIAF.
• As of March 31, 2025, there were 18,255,824 shares of the company's common stock outstanding.
• The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 28, 2024, was approximately $22.6 million.
• The document lists the company's directors and executive officers as of April 28, 2025, including Maria Zannes (President, CEO, and Director), James Michael Edwards (CFO), and Xavier Reveles (COO).
• The document details the compensation of the company's named executive officers (NEOs) for the fiscal years 2023 and 2024.
• The company's director compensation program includes an annual cash retainer of $25,000 and an annual equity grant of restricted stock with a grant date value of approximately $75,000.
• The document provides information regarding the beneficial ownership of the company's common stock as of April 28, 2025, by directors, executive officers, and those owning more than 5% of the company's stock.
• The document describes certain relationships and related transactions, including the PPLS acquisition of the laboratory assets of Village Oaks Pathology Services.
• The document outlines the principal accountant fees and services provided by Withum for the years ended December 31, 2024 and 2023.
• The company has adopted a Code of Ethics and Business Conduct applicable to all directors, officers, and employees.
• The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Sentiment

Score: 6

Explanation: The document is primarily factual and descriptive, with a neutral tone. The filing of an amendment and some late filings are minor negatives, but the company appears to be taking steps to strengthen its corporate governance and expand its business.

Positives

• The company has a well-defined corporate governance structure with three standing committees overseeing key areas.
• The company has attracted experienced professionals to its board and executive team.
• The company has implemented a clawback policy to recover erroneously awarded incentive-based compensation.
• The company has a Code of Ethics and Business Conduct in place.
• The company acquired the laboratory assets of Village Oaks Pathology Services, expanding its capabilities.

Negatives

• The company is filing an amendment to its annual report because its proxy statement will not be filed within the required timeframe.
• Several directors and executive officers filed Section 16(a) reports late.
• The company is an emerging growth company and a smaller reporting company, which may limit the amount of information available to investors.

Risks

• The company's success depends on its ability to secure adequate financing, generate sales and profit from Precision Pathology Laboratory Services, and advance collaborative relationships.
• The company faces risks related to compliance with legal and regulatory matters.
• The company's reliance on key personnel, such as Maria Zannes and Roby Joyce, poses a risk if they were to leave the company.
• The company's related-party transactions, such as the PPLS acquisition of Village Oaks, could raise potential conflicts of interest.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the standard legal disclaimers.

Industry Context

The document provides limited industry context, but the acquisition of Village Oaks Pathology Services suggests a focus on expanding the company's presence in the clinical pathology laboratory services market.

Management Changes

Corporate Governance

Related Party Transactions

• The document describes certain relationships and related transactions, including the PPLS acquisition of the laboratory assets of Village Oaks Pathology Services.
• Amendment to Warrants on September 17, 2023, Mr. Girgenti, the Cranye Girgenti Testamentary Trust, Gary Rubin, The Harvey Sandler Revocable Trust, a trust of which Mr. Rubin is a co-trustee, Ms. Zannes and Dr. Joyce consented to an amendment of the terms of the outstanding warrants that they own.
• Timothy Zannes, brother of Maria Zannes, our Chief Executive Officer, has been employed by the Company as General Counsel and Secretary since 2014.

Stakeholder Impact

• Shareholders: The amendment provides additional information about the company's governance and executive compensation, which may be relevant to investment decisions.
• Employees: The document outlines the compensation and benefits of executive officers, which may affect employee morale and retention.
• Customers: The acquisition of Village Oaks Pathology Services may lead to expanded service offerings and improved customer experience.
• Suppliers: The company's contracts with suppliers, such as Hologic and Leica, may be affected by the acquisition of Village Oaks Pathology Services.

Key Dates

Keywords

bioAffinity Technologies, annual report, Form 10-K, corporate governance, executive compensation, directors, officers, Precision Pathology Laboratory Services, PPLS, Village Oaks, related party transactions, audit committee, compensation committee, nominating and corporate governance committee, Sarbanes-Oxley Act, stock options, warrants