S-1/A: bioAffinity Technologies Plans Common Stock and Warrant Offering to Raise Capital

bioAffinity Technologies is offering shares of common stock and warrants to raise capital for working capital and general corporate purposes.

Summary

• bioAffinity Technologies is offering up to 7,014,028 shares of common stock along with warrants to purchase up to 13,677,354 shares.
• The offering also includes pre-funded warrants for certain purchasers who would exceed beneficial ownership limitations.
• The assumed combined public offering price is $0.499 per share and accompanying warrant.
• The warrants have an initial exercise price of $[*] per share and expire five years after the Stockholder Approval Notice Date and the Charter Effectiveness Date.
• The offering includes a 30% increase in warrant shares if a reverse stock split occurs and a potential exercise price reset based on future offerings, subject to stockholder approval.
• WallachBeth Capital, LLC is acting as the exclusive placement agent.
• The company intends to use the net proceeds for working capital and other general corporate purposes.
• The offering will terminate on May 15, 2025, unless terminated earlier by the company.

Sentiment

Score: 6

Explanation: The document is primarily factual and descriptive, outlining the terms of a securities offering. While the offering itself is a positive step for the company's financial position, the document also acknowledges potential risks and uncertainties associated with the offering and the company's business.

Positives

• The offering provides bioAffinity Technologies with additional capital for working capital and general corporate purposes.
• The potential exercise of warrants could provide additional capital in the future.
• The offering is being conducted pursuant to an effective registration statement.

Negatives

• The offering may dilute existing shareholders' ownership.
• The warrants are speculative and may not be exercised if the stock price does not increase.
• The company's management has broad discretion over the use of the net proceeds from the offering.
• The company may not raise the amount of capital it believes is required for its business plans in this offering.

Risks

• The company's management will have broad discretion over the use of the net proceeds from this offering.
• You may experience dilution in the net tangible book value per share of the Common Stock issued in this offering or that may be issued upon the exercise of any warrants issued in this offering.
• Future issuances of our Common Stock or rights to purchase Common Stock, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
• If we issue additional securities it could adversely affect the rights of the holders of our Common Stock.
• We may not raise the amount of capital we believe is required for our business plans in this offering.
• Investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.
• Purchasers of our securities in this offering pursuant to a securities purchase agreement may have additional rights.
• There is no public market for the May 2025 Warrants or Pre-Funded Warrants.
• The May 2025 Warrants in this offering are speculative in nature.
• Holders of warrants purchased in this offering will not have rights of holders of our shares of Common Stock until exercised.
• The May 2025 Warrants are not be exercisable until we obtain Warrant Stockholder Approval.
• If we do not maintain a prospectus relating to the Common Stock issuable upon exercise of the May 2025 Warrants and Pre-Funded Warrants, public holders will only be able to exercise on a cashless basis.
• We may be required to repurchase the May 2025 Warrants.
• If the May 2025 Warrants are exercised after a reverse stock split and/or a reset of the exercise price stockholders will suffer substantial dilution.

Future Outlook

The company plans to use the net proceeds from the offering for working capital and other general corporate purposes and intends to seek stockholder approval for certain warrant adjustments.

Industry Context

The document does not provide specific industry context beyond the company's business and technology.

Stakeholder Impact

• Existing shareholders may experience dilution.
• Potential investors are presented with the terms and risks of the offering.
• The company's ability to fund its operations and execute its business plan may be enhanced.

Next Steps

• The company will seek stockholder approval for certain warrant adjustments.
• The company will file the Prospectus with the Commission pursuant to Rule 424(b).
• The company will apply to list or quote all of the Shares and the maximum number of Warrant Shares issuable upon exercise of the Warrants on such Trading Market and promptly secure the listing of all of the Shares and the maximum number of the Warrant Shares issuable upon exercise of the Warrants on such Trading Market.

Key Dates

Keywords

Common Stock, Warrants, Offering, bioAffinity Technologies, Securities, Placement Agent, Dilution, Capital Raise