10-K: bioAffinity Technologies Reports 2025 Financials, CyPath Lung Growth

Sentiment:

Annual Report


bioAffinity Technologies reported a 34% consolidated revenue decrease to $6.2 million in 2025, driven by strategic divestitures, while its CyPath Lung diagnostic revenue surged 87% and the company raised $16.9 million in equity.

Delay expectedThe company's research operations at The University of Texas at San Antonio will not have their lease renewed, requiring relocation to privately owned laboratory space in the second quarter of 2026. This could cause disruption or delays in research activities.
Capital raiseRaised approximately $1.8 million in gross proceeds from a registered direct offering in October 2025 (720,000 shares at $2.50/share).Raised approximately $4.8 million in gross proceeds from a public offering in September 2025 (1,047,694 shares and 874,067 pre-funded warrants at $2.50/share or $2.493/pre-funded warrant).Raised $990,000 in gross proceeds from a private placement of Series B Convertible Preferred Stock and warrants in August 2025.Completed a public offering in May 2025 for $3.25 million in gross proceeds (338,541 shares/pre-funded warrants and warrants for 507,812 shares).Received approximately $1.4 million in gross proceeds from warrant exercises under a warrant inducement agreement in February 2025.The company explicitly states it "must raise additional capital to fund our operations in order to continue as a going concern" and "will need to raise further capital through the sale of additional equity or debt securities or other debt instruments, strategic relationships or grants, or other arrangements to support its future operations."
Worse than expectedThe company reported a significant increase in net loss from $9.0 million in 2024 to $14.9 million in 2025.Consolidated revenue decreased by 34% year-over-year, from $9.4 million to $6.2 million.Cash used in operating activities increased from $7.3 million in 2024 to $9.3 million in 2025.The independent auditor's report includes an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.Management anticipates cash resources are sufficient only through June 2026 without additional funding.

Summary

  • Consolidated revenue for 2025 decreased by 34% to $6.2 million, down from $9.4 million in 2024, primarily due to strategic actions to discontinue unprofitable pathology services and reduce costs.
  • CyPath Lung testing revenue increased by 87% to $963,000 in 2025, compared to $516,000 in 2024, with a 99% increase in test results delivered, totaling over 1,200 tests.
  • The company raised approximately $16.9 million in gross proceeds from various equity transactions during 2025 to fund operating activities.
  • Net loss for 2025 was approximately $14.9 million, an increase from $9.0 million in 2024, largely due to a $3.8 million fair value adjustment on warrant liabilities.
  • Cash used in operating activities increased to $9.3 million in 2025 from $7.3 million in 2024.
  • As of December 31, 2025, the company had an accumulated deficit of $68.6 million and $6.4 million in cash and cash equivalents.
  • Management anticipates current cash resources are sufficient to continue operations through June 2026, but substantial doubt exists about the company's ability to continue as a going concern without additional funding.
  • The company enrolled its first patient in the FlowPath Lung longitudinal clinical study (NCT07168993) in March 2026, aiming for up to 2,063 patients at 17 sites.
  • Positive research findings for its platform technology's ability to identify antibody drug receptors for asthma and COPD therapies were presented in March 2026.
  • PPLS, the company's subsidiary, maintained its CAP accreditation in January 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging financial report, marked by increased losses and a going concern warning, despite positive operational growth in its core diagnostic product and ongoing R&D advancements.

Positives

  • CyPath Lung testing revenue increased significantly by 87% to $963,000 in 2025, with a 99% increase in test results delivered (over 1,200 tests).
  • Successfully raised approximately $16.9 million in gross proceeds from equity transactions during 2025.
  • CyPath Lung demonstrated high performance in a clinical trial for small pulmonary nodules (<20mm), achieving 92% sensitivity, 87% specificity, and 88% accuracy, with a 99% negative predictive value.
  • An independent study reported that adding CyPath Lung to standard care could save an average of $2,773 per Medicare patient and $6,460 per privately insured patient.
  • PPLS maintained its College of American Pathologists (CAP) accreditation in January 2026, signifying high quality and patient safety standards.
  • Positive research findings for asthma companion diagnostics were presented in March 2026, advancing the company's pipeline.
  • The company has a strong and expanding intellectual property portfolio with 19 issued U.S. and non-U.S. patents for diagnostic and therapeutic applications.
  • Operating expenses decreased by 9% in 2025 due to targeted strategic actions to streamline operations and reduce costs.

Negatives

  • Consolidated revenue decreased by 34% to $6.2 million in 2025 compared to $9.4 million in 2024, primarily due to discontinuing unprofitable pathology services.
  • The company incurred a net loss of $14.9 million in 2025, an increase from $9.0 million in 2024.
  • Cash used in operating activities increased to $9.3 million in 2025 from $7.3 million in 2024.
  • The company has an accumulated deficit of $68.6 million as of December 31, 2025.
  • Management concludes there is substantial doubt about the company's ability to continue as a going concern, with cash resources only sufficient through June 2026 without additional funding.
  • The increase in net loss was largely attributable to a $3.8 million loss on remeasurement of warrant liabilities.
  • The company has a limited operating history, making it difficult to evaluate its current business and future prospects, particularly regarding sustained profitability from PPLS.
  • The lease for research operations at The University of Texas at San Antonio will not be renewed, requiring relocation in 2026.

Risks

  • Inability to obtain additional capital and financing to fund operations, potentially leading to cessation of operations.
  • Substantial doubt about the company's ability to continue as a going concern, with current cash sufficient only through June 2026.
  • Delays or difficulties in patient enrollment for clinical trials could delay regulatory approvals and greater adoption of CyPath Lung.
  • Clinical trials are expensive, time-consuming, and may not be successful, potentially leading to abandonment of product development programs.
  • If diagnostic tests do not perform as expected, operating results, reputation, and business will suffer, potentially leading to legal claims.
  • Difficulty in developing, introducing, or marketing enhanced or new tests due to complexity, cost, and uncertainty.
  • Even with marketing approval, diagnostic tests or therapeutic products may fail to achieve market acceptance by physicians, patients, and payors.
  • Dependence on the subsidiary PPLS to offer and perform CyPath Lung, and risks associated with PPLS's operations, including maintaining equipment, facility damage, accreditation loss, and sample transport disruptions.
  • Inability to convince physicians of the benefits of proposed diagnostic tests or therapeutic products, leading to delays or additional expenses in establishing market acceptance.
  • Inability to obtain adequate reimbursement for diagnostic tests from third-party payors may limit revenues.
  • Intense competition in the biotechnology and pharmaceutical industries from companies with greater resources and established market presence.
  • The market for proposed tests and products is competitive and rapidly changing, with new diagnostic technologies potentially rendering current offerings obsolete.
  • Healthcare cost containment initiatives and the growth of managed care may limit returns.
  • Disruption of internal information technology systems or those of third-party contractors due to security breaches, data loss, or cyberattacks, potentially compromising sensitive information and exposing the company to liability.
  • Global climate change and related regulations could negatively affect the business.
  • PPLS's operations depend on relationships with existing customers and pathologists, and loss of key employees could adversely affect results.
  • If PPLS uses hazardous chemicals in a manner that causes injury, the company could be liable for damages.
  • Inability to successfully scale PPLS operations to support demand for CyPath Lung could harm the business.
  • Complex billing processes for PPLS services require substantial time and resources, and delays from third-party billing providers could adversely affect revenue.
  • Failure to comply with intellectual property license obligations could lead to loss of important rights.
  • Need to obtain additional licenses for third-party technology in the future, which may not be available on favorable terms.
  • Competitive position depends on IP protection, and diagnostic tests/therapeutic products could be subject to infringement claims.
  • Involvement in lawsuits to protect or enforce IP could be expensive, time-consuming, and unsuccessful.
  • Inability to protect trade secrets could harm business and competitive position.
  • Changes in patent law could diminish the value of patents.
  • Patent protection could be reduced or eliminated for non-compliance with governmental patent agency requirements.
  • Patent terms may be inadequate to protect competitive position for diagnostic tests or therapeutic product candidates.
  • Issued patents could be found invalid or unenforceable if challenged.
  • Failure to obtain patent term extension could harm the business.
  • Limited geographical protection for certain patents.
  • Inadequate protection of trademarks and trade names could hinder name recognition.
  • Potential for FDA to regulate CyPath Lung as a medical device if it's deemed not an LDT, or if Congress enacts new legislation.
  • Failure to comply with applicable laws for LDTs or IVDs could adversely affect the business.
  • The Acapella Choice Blue device, used for sputum collection, is not cleared for specimen collection, and promoting it for this use could lead to FDA regulatory action.
  • Software (AI algorithm) could be subject to FDA regulation as a medical device (SaMD).
  • Third-party licensors of future therapeutic products may be unable to obtain regulatory approval, delaying commercialization.
  • Failure to obtain regulatory approval in foreign jurisdictions would prevent product candidates from being marketed abroad.
  • Impact of changes to healthcare law and guidance, and healthcare spending, is unknown and may adversely affect the business model.
  • Common Stock market price may never exceed the exercise price of outstanding warrants.
  • Holders of warrants have no rights as stockholders until exercise.
  • Warrant certificates designate New York courts as exclusive forum for disputes, potentially limiting warrant holders' choice of forum.
  • Investment may involve tax implications, and ability to use net operating loss carryforwards may be limited.
  • Certificate of Incorporation permits blank check Preferred Stock, which can be designated by the Board without stockholder approval, potentially affecting common stockholders' rights.
  • Provisions in corporate charter documents and Delaware law could make an acquisition of the company more difficult.
  • Exclusive forum provision in the Charter for disputes between the company and stockholders could limit stockholders' ability to choose a judicial forum.
  • Limitation-of-liability and indemnification provisions for directors and officers may discourage lawsuits.
  • Lack of research coverage by securities or industry analysts could negatively affect stock price and trading volume.
  • Failure to establish and maintain an effective system of internal control or disclosure controls could lead to inaccurate financial reporting or fraud.

Future Outlook

The company plans to expand its CyPath Lung sales team and strategic partners in the Mid-Atlantic, South Atlantic, Southeast, Northeast, Midwest, West, and federal markets in 2026, aiming for national coverage. It also expects to establish CyPath Lung as a Standard of Care for federal and VA healthcare systems, potentially leading to broader U.S. adoption. Research operations will relocate to privately owned laboratory space in Q2 2026. Patient studies for asthma and COPD companion diagnostics are expected to begin in 2026. The company intends to seek strategic partners for its therapeutic discoveries, which could lead to broad-spectrum cancer treatments.

Management Comments

  • "While these actions contributed to lower consolidated revenue in the short term, they improved operating focus and cost structure and are intended to position our noninvasive lung cancer diagnostic for scalable growth and improved long-term margin potential."
  • "We expect to present our findings at conferences and publish our research in peer-reviewed journals in the near future."
  • "We intend to seek strategic partners to develop our therapeutic discoveries which could result in broad-spectrum cancer treatments in the future."
  • "Management believes that the combination of our rented and licensed office and laboratory spaces are adequate to meet our current needs and expected level of operations."
  • "Management concludes that there is substantial doubt about our ability to continue as a going concern for a period of at least twelve (12) months subsequent to the issuance of the accompanying consolidated financial statements."
  • "Without funding from the proceeds of a capital raise or strategic relationship or grant, management anticipates that our cash resources are sufficient to continue operations through June 2026."

Industry Context

StockSavvy.ai notes that bioAffinity Technologies operates in the highly competitive and rapidly evolving biotechnology and pharmaceutical industries, particularly in cancer diagnostics and therapeutics. The lung cancer diagnostic market is projected for significant growth, and CyPath Lung's noninvasive, high-performing, and cost-effective profile positions it favorably against existing standards of care and competitors like LungLB, Nodify XL2, Nodify CDT, and Percepta nasal swab. The company's expansion into asthma and COPD companion diagnostics aligns with a growing market need for precision medicine in chronic lung diseases. The ongoing regulatory uncertainty surrounding Laboratory Developed Tests (LDTs) in the U.S., despite a recent court ruling, remains a critical industry-wide factor for companies like bioAffinity relying on LDT commercialization.

Comparison to Industry Standards

  • CyPath Lung (for nodules <20mm) shows 92% sensitivity and 87% specificity, outperforming Low-dose CT screening (94% sensitivity, 73% specificity), FDG PET imaging (89% sensitivity, 75% specificity), Bronchoscopy (88% sensitivity, 47% specificity), and Fine needle biopsy (90% sensitivity, 75% specificity) in specificity, and comparable or better in sensitivity.
  • Compared to LungLB (LungLife AI), a balanced test, CyPath Lung's reported sensitivity (92% vs 77%) and specificity (87% vs 72%) are higher, especially considering LungLB's study population had a much higher disease prevalence (74.2% vs. 1.1% for high-risk population).
  • Compared to Biodesix's Nodify XL2 (rule-out, 97% sensitivity, 44% specificity) and Nodify CDT (rule-in, 98% specificity, 78% PPV), CyPath Lung offers a balanced result with high sensitivity and specificity in a single test and can be used for cancer survivors, unlike Nodify's tests.
  • Compared to Veracyte's Percepta nasal swab (RNA-based gene expression), CyPath Lung's performance is more consistent across risk categories, and the Percepta test had nearly half of patients unclassifiable as low or high risk, potentially delaying diagnosis.
  • CyPath Lung's noninvasive, at-home sputum collection method offers a significant patient-friendly advantage over invasive procedures like bronchoscopy and fine needle biopsy, which carry risks of collapsed/bleeding lung and infection.
  • The economic study highlighting $2,773 savings per Medicare patient and $6,460 per privately insured patient positions CyPath Lung as a cost-effective solution, a key factor in healthcare adoption.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Medical and Scientific Advisory Board MemberNADavid Ost, MD, MPHFebruary 2026Appointment of nationally recognized lung cancer authority.
Medical and Scientific Advisory Board MemberNADaniel Sterman, MDFebruary 2026Appointment of nationally recognized lung cancer authority.
Medical and Scientific Advisory Board MemberNAJ. Scott Ferguson, MDFebruary 2026Appointment of nationally recognized lung cancer authority.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Authorized Shares IncreaseStockholders approved an increase in authorized Common Stock from 100,000,000 to 350,000,000 shares.July 22, 2025 (stockholder approval), August 13, 2025 (filing)Increases flexibility for future equity raises but could lead to dilution for existing shareholders.
Exclusive Forum ProvisionThe company's Charter designates Delaware state or federal courts as the exclusive forum for most disputes between the company and its stockholders, and federal district courts for Securities Act claims.NA (part of existing Charter)May limit stockholders' ability to choose a judicial forum, potentially discouraging certain lawsuits, but aims for consistency in legal application.
Blank Check Preferred StockThe Certificate of Incorporation permits the Board to designate Preferred Stock with various powers and preferences without stockholder approval.NA (part of existing Certificate of Incorporation)Provides the Board with significant flexibility for future financing but could dilute common stockholders' rights or voting control.
Anti-Takeover ProvisionsProvisions in the corporate charter documents and under Delaware law (e.g., Section 203 DGCL) could make an acquisition of the company more difficult.NA (part of existing Charter/Bylaws and Delaware law)May discourage mergers, acquisitions, or changes in control that stockholders might consider favorable, potentially limiting the price investors are willing to pay for common stock.
Director Liability Limitation & IndemnificationThe Charter limits director liability for monetary damages and requires indemnification of directors and officers to the fullest extent permitted by DGCL.NA (part of existing Charter/Bylaws)Aims to attract and retain qualified personnel but may discourage stockholders from suing directors/officers for fiduciary duty breaches and could impact stockholder investments if the company pays settlement/damage awards.

Legal Proceedings

  • The company is not currently a party to any current or pending material legal proceedings.

Related Party Transactions

  • NA

Stakeholder Impact

  • Shareholders face potential for significant dilution due to ongoing equity raises and the 'going concern' warning. Stock price volatility is a risk, and corporate governance provisions could limit shareholder influence.
  • Patients may benefit from CyPath Lung's noninvasive, high-performing diagnostic for early lung cancer, potentially leading to earlier diagnosis, fewer unnecessary invasive procedures, reduced anxiety, and lower medical costs. New asthma/COPD diagnostics aim for personalized treatment.
  • Employees are part of an innovative and collaborative culture, but the 'going concern' risk could impact job security.
  • Customers (physicians/laboratories) benefit from CyPath Lung's aim to provide greater diagnostic certainty and PPLS's maintained CAP accreditation ensuring high standards.
  • Creditors face increased risk due to the 'going concern' warning and the company's accumulated deficit.

Next Steps

  • Expand sales team and strategic partners for CyPath Lung in broader strategic markets (Mid-Atlantic, South Atlantic, Southeast, Northeast, Midwest, West, and federal markets) in 2026.
  • Launch the longitudinal clinical trial (FlowPath Lung) to provide additional validation and evidence for CyPath Lung.
  • Relocate research operations from UTSA to privately owned laboratory space in Q2 2026.
  • Begin patient studies for asthma and COPD companion diagnostics in 2026.
  • Present findings and publish research on novel cancer therapeutic approaches at conferences and in peer-reviewed journals.
  • Seek strategic partners to develop therapeutic discoveries for broad-spectrum cancer treatments, starting with topical squamous cell skin cancer.
  • Continue to execute strategic marketing and promotional collaborations to accelerate growth.
  • Work towards establishing CyPath Lung as a Standard of Care for federal and VA healthcare systems, and eventually the entire U.S. healthcare system.

Key Dates

DateDescription
2014-03-26Company incorporated in Delaware.
2015-06-15Accepted into The University of Texas at San Antonio (UTSA) New Venture Incubator Program.
2025-01-01ASU 2023-09 (Income Taxes) adopted prospectively.
2025-01-10Entered into a finance agreement to purchase a 2024 Toyota Corolla.
2025-02-25Entered into a warrant inducement agreement with certain warrant holders.
2025-02-26Received approximately $1.4 million in gross proceeds from warrant exercises under an inducement agreement.
2025-03-31A federal district court vacated the FDA final rule on Laboratory Developed Tests (LDTs).
2025-04-01Terminated one finance lease.
2025-05-07Completed a public offering of securities for gross proceeds of $3.25 million.
2025-05-22Entered into an at-the-market issuance sales agreement with WallachBeth Capital LLC.
2025-07-22Received stockholder approval to increase the number of authorized shares of Common Stock from 100,000,000 to 350,000,000 shares.
2025-08-13Filed an amendment to its Certificate of Incorporation to effect the increase in authorized Common Stock.
2025-08-13Entered into a securities purchase agreement for a private placement of Series B Convertible Preferred Stock and warrants, raising $990,000 in gross proceeds.
2025-09-18A 1-for-30 reverse stock split occurred.
2025-09-19FDA rescinded the final rule on Laboratory Developed Tests (LDTs).
2025-09-29Consummated a best efforts public offering, raising approximately $4.8 million in gross proceeds.
2025-10-20Entered into a new finance lease agreement for equipment.
2025-10-21Entered into definitive agreements for a registered direct offering, raising approximately $1.8 million in gross proceeds.
2025-12-31Fiscal year ended.
2025-12-31Collaboration with Brooke Army Medical Center (BAMC) began in Q4 2025 to validate CyPath Lung for tracheal and bronchial suctioning samples.
2026-01-01Medicare reimbursement code 0406U specific for CyPath Lung became effective.
2026-01-01The University of Texas at San Antonio (UTSA) provided notice that the research lease would not be renewed.
2026-01-01PPLS maintained its accreditation across all laboratory service lines from the College of American Pathologists (CAP).
2026-02-01Announced the appointment of David Ost, MD, MPH, Daniel Sterman, MD, and J. Scott Ferguson, MD, to the Medical and Scientific Advisory Board.
2026-02-01Announced two additional patient case studies demonstrating CyPath Lung's positive impact on patient care.
2026-03-01Enrolled the first patient in the Detection of Early-Stage Lung Cancer in Sputum using Flow Cytometry and an Automated Analysis Pipeline (FlowPath Lung) clinical trial (NCT07168993).
2026-03-01Presented positive research findings for its platform technology's ability to identify antibody drug receptors for asthma and COPD therapies at the American Academy of Allergy, Asthma and Immunology's annual conference.
2026-03-01Began a research collaboration with Brooke Army Medical Center (BAMC) to advance the development of companion diagnostic tests targeted at asthma and COPD.
2026-03-13Date of this Annual Report on Form 10-K.
2026-06-01Management anticipates cash resources are sufficient to continue operations through this date without additional funding.
2026-06-01Plan to relocate research operations from UTSA to privately owned laboratory space.
2027-10-01PPLS lease expires.
2030-08-01Corporate office lease expires.
2031-01-18Maturity date of a vehicle loan.

Recommendation

sell

The company faces substantial financial distress, evidenced by a significant increase in net loss to $14.9 million, a 34% decline in consolidated revenue, and an explicit 'going concern' warning from its auditor. While CyPath Lung shows promising growth and clinical utility, the company's current cash runway extends only through June 2026 without further capital raises, which are inherently dilutive. The high accumulated deficit and increasing cash burn from operations indicate a precarious financial position that outweighs the positive product developments, making the stock a high-risk investment with significant downside potential.

Keywords

lung cancer diagnostic, CyPath Lung, flow cytometry, artificial intelligence, AI, noninvasive diagnostic, early-stage cancer detection, biotechnology, medical devices, cancer therapeutics, asthma diagnostics, COPD diagnostics, SEC filing, 10-K, financial reporting, clinical trials, CAP accreditation, CLIA certification, warrants, equity financing, going concern, intellectual property, healthcare regulation, Nasdaq

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