As filed with the Securities and Exchange Commission on June 16, 2026
Registration Statement No. 333-296764
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
bioAffinity Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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8731
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46-5211056
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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3300 Nacogdoches Road, Suite 216
San Antonio, Texas 78217
(210) 698-5334
(Address, including zip code and telephone number, including area code of registrant's principal executive offices)
Maria Zannes
Chief Executive Officer
bioAffinity Technologies, Inc.
3300 Nacogdoches Road, Suite 216
San Antonio, Texas 78217
(210) 698-5334
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Richard A. Friedman, Esq.
Sean F. Reid, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112-0015
Tel.: (212) 653-8700
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Ross D. Carmel, Esq.
Jeffrey Wofford, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 26th Floor
New York, NY 10036
Phone: (212) 930-9700
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the date this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 ("Amendment") to the Registration Statement on Form S-1 (File No. 333-296764) of bioAffinity Technologies, Inc. ("Registration Statement") is being filed solely for the purpose of filing the (i) Form of Placement Agency Agreement between bioAffinity Technologies, Inc. (the "Company") and WallachBeth Capital LLC as Exhibit 1.1 and (ii) Form of Pre-funded Warrant and Form of Placement Agent Warrant as Exhibit 4.44 and Exhibit 4.45, respectively. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibit 1.1, 4.44, Exhibit 4.45 and the Exhibit Index. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
Item 16. Exhibits and Financial Statement Schedules
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Exhibit Number
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Description
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1.1
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Form of Placement Agency Agreement
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3.1
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Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on March 26, 2014 (incorporated by reference as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 1, 2024)
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3.2
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Amended and Restated Bylaws of Registrant (Incorporated by reference as Exhibit 3.6 to the Registrant's Form S-1/A (File No. 333-264463) filed with the SEC on June 16, 2022)
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3.3
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Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on May 31, 2016 (incorporated by reference as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 1, 2024)
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3.4
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Certificate of Designation of Series A Convertible Preferred Stock of the Registrant filed with the Delaware Secretary of State on July 13, 2017 (Incorporated by reference as Exhibit 3.4 to the Registrant's Form S-1/A (File No. 333-264463) filed with the SEC on May 25, 2022)
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3.5
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Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on November 29, 2021 (incorporated by reference as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 1, 2024)
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3.6
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Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 23, 2022 (Incorporated by reference as Exhibit 3.2 to the Registrant's Form S-1/A (File No. 333-264463) filed with the SEC on May 25, 2022)
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3.7
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Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 6, 2023 (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on June 7, 2023)
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3.8
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Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 5, 2024 (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on June 5, 2024)
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3.9
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Amendment to Amended and Restated By-Laws of bioAffinity Technologies Inc., dated October 17, 2024 (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 21, 2024)
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3.10
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Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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3.11
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Certificate of Designations of Series B Convertible Preferred Stock (Incorporated by reference as Exhibit 3.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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3.12
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Certificate of Amendment to Certificate of Incorporation of bioAffinity Technologies, Inc. (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 17, 2025)
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4.1
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Form of Registrant's Common Stock Certificate (Incorporated by reference as Exhibit 4.1 to the Registrant's Form S-1/A filed with the SEC on June 16, 2022)
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4.2
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Common Stock Purchase Warrant issued to San Antonio Economic Development Corporation dated March 17, 2017 (Incorporated by reference as Exhibit 4.2 to the Registrant's Form S-1/A filed with the SEC on May 25, 2022).
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4.3
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Form of Common Stock Purchase Warrant issued to Holders of the Registrant's Convertible Promissory Notes (Incorporated by reference as Exhibit 4.3 to the Registrant's Form S-1/A filed with the SEC on May 25, 2022)
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4.4
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Form of Placement Agent's Warrant issued to WallachBeth Capital, LLC (Incorporated by reference as Exhibit 4.4 to the Registrant's Form S-1/A filed with the SEC on August 5, 2022)
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4.5
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Form of Representative's Warrant issued to WallachBeth Capital, LLC, in connection with the Registrant's Initial Public Offering (Incorporated by reference as Exhibit 4.5 to the Registrant's Form S-1/A filed with the SEC on July 28, 2022).
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4.6
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Form of (Tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the Registrant's Initial Public Offering (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on September 6, 2022)
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4.7
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Form of Warrant Agent Agreement for the Warrants issued as part of the Units sold in the Registrant's Initial Public Offering (Incorporated by reference as Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed with the SEC on September 6, 2022)
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4.8
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Form of (Non-tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the Registrant's Initial Public Offering (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 6, 2022)
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4.9
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Form of Amendment to Common Share Purchase Warrants with schedule of warrant holders and warrants (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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4.10
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Form of Amendment to Initial Public Offering Warrants with schedule of warrant holders and warrants (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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4.11
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Form of Warrant to Purchase Common Stock (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 8, 2024)
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4.12
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Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 8, 2024)
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4.13
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Description of Securities (Incorporated by reference as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 31, 2025)
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4.14
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Form of Purchase Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 5, 2024)
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4.15
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Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 5, 2024)
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4.16
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Form of Common Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 21, 2024)
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4.17
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Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 21, 2024)
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4.18
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Form of New Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on February 27, 2025)
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4.19
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Form of Advisor Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on February 27, 2025)
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4.20
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Form of April 2025 Warrant (Incorporated by reference as Exhibit 4.19 to the Registrant's Form S-1 filed May 2, 2025)
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4.21
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Form of Pre-Funded Arrant (Incorporated by reference as Exhibit 4.20 to the Registrant's Form S-1 filed May 2, 2025)
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4.22
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Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.21 to the Registrant's Form S-1 filed May 2, 2025)
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4.23
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Form of Warrant Agent Agreement for the April 2025 Warrants (Incorporated by reference as Exhibit 4.22 to the Registrant's Form S-1 filed May 2, 2025)
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4.24
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Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 8, 2025)
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4.25
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Form of May 2025 Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 8, 2025)
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4.26
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Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 8, 2025)
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4.27
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Form of Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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4.28
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Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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4.29
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Form of New Warrant (Incorporated by reference as Exhibit 4.3 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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4.30
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Form of Warrant Amendment (Incorporated by reference as Exhibit 4.4 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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4.31
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Form of May 2025 Warrant Amendment (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 2, 2025)
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4.32
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Form of August 2025 Warrant Amendment (Incorporated by reference as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 2, 2025)
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4.33
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Form of Pre-Funded Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 30, 2025)
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4.44*
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Form of Pre-Funded Warrant
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4.45*
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Form of Placement Agent Warrant
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5.1**
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Opinion of Sheppard, Mullin, Richter & Hampton LLP
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10.1+
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2014 Equity Incentive Plan of Registrant, as amended. (Incorporated by reference as Exhibit 10.1 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.2+
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Executive Chairman Employment Agreement dated January 1, 2020, by and between Registrant and Steven Girgenti, as amended. (Incorporated by reference as Exhibit 10.2 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.3+
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Employment Agreement dated February 1, 2015, by and between Registrant and Maria Zannes. (Incorporated by reference as Exhibit 10.3 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.4+
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Employment Agreement dated April 4, 2016, by and between Registrant and Vivienne Rebel, as amended. (Incorporated by reference as Exhibit 10.4 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.5+
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Employment Agreement dated February 1, 2015, by and between Registrant and Timothy Zannes. (Incorporated by reference as Exhibit 10.5 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.6+
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Consulting Agreement dated May 25, 2017, by and between Registrant and Michael Edwards, as amended. (Incorporated by reference as Exhibit 10.6 to the Registrant's Form S-1 filed with the SEC on May 25, 2022)
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10.7
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License Agreement to Participate in the UTSA New Venture Incubator Program dated June 15, 2015, by and between Registrant and the University of Texas at San Antonio. (Incorporated by reference as Exhibit 10.7 to the Registrant's Form S-1 filed with the SEC on April 25, 2022)
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10.8
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Joint Development Agreement dated October 1, 2018, by and between the Registrant and Village Oaks Pathology Services, P.A. d/b/a Precision Pathology Services (Incorporated by reference as Exhibit 3.2 to the Registrant's Form S-1/A filed with the SEC on July 27, 2022)
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10.9
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Agreement dated October 17, 2020, by and between Registrant and GO2 Partners (Incorporated by reference as Exhibit 10.9 to the Registrant's Form S-1/A filed with the SEC on July 27, 2022)
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10.10
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Form of Note Purchase Agreement used by the Registrant in its private offering of Convertible Promissory Notes issued between October 2021 and January 2022 (Incorporated by reference as Exhibit 10.10 to the Registrant's Form S-1 filed with the SEC on May 25, 2022)
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10.11+
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Offer Letter between bioAffinity Technologies, Inc. and Michael Dougherty dated April 11, 2023 (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 1, 2023)
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10.12+
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bioAffinity Technologies, Inc. Amended and Restated 2014 Equity Incentive Plan Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on June 7, 2023)
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10.13+
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Amendment, effective as of August 1, 2023, to Employment Agreement, dated February 1, 2015, by and between bioAffinity Technologies, Inc. and Maria Zannes (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on July 28, 2023)
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10.14
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Asset Purchase Agreement, effective September 18, 2023, by and among, Precision Pathology Laboratory Services, LLC, Dr. Roby P. Joyce and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.15
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Subscription Agreement, dated September 18, 2023, by and between The Joyce Living Trust, dated March 19, 2013, and bioAffinity Technologies, Inc. (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.16
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Management Services Agreement, effective as of September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.3 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.17
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Succession Agreement, effective September 18, 2023, by and among, Precision Pathology Laboratory Services, LLC, Dr. Roby P. Joyce and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.4 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.18
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Professional Services Agreement, effective as of September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.5 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.19+
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Executive Employment Agreement, dated September 18, 2023, by and between the Registrant and Roby Joyce, M.D. (Incorporated by reference as Exhibit 10.6 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.20
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Assignment and Assumption of Lease Agreement, effective September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.7 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.21
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Office Lease, dated July 31, 2019, by and between Village Oaks Pathology Services, P.A. and 343 West Sunset, LLC (Incorporated by reference as Exhibit 10.8 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.22
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Assignment and Assumption Agreement, effective September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A. (Incorporated by reference as Exhibit 10.9 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.23
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Equipment Usage Attachment, dated effective as of August 9, 2019, by and between Gen-Probe Sales & Service, Inc., together with its subsidiaries and affiliates and Village Oaks Pathology Services, P.A. d/b/a Precision Pathology, as amended by that certain Amendment No. 1 to Equipment Usage Attachment dated November 2, 2020, as further amended by that certain Amendment No. 2 to Equipment Usage Attachment dated November 2, 2020, and as further amended by that certain Amendment No. 3 to Equipment Usage Attachment dated December 21, 2022 (Incorporated by reference as Exhibit 10.10 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.24
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Master Agreement, dated as of January 29, 2015, by and between Leica Microsystems, Inc. and Precision Pathology, as amended by Amendment No. 1 to the Master Agreement, dated on or about April 4, 2018, as further amended by that certain Amendment No. 2 to Master Agreement, dated March 23, 2021 (Incorporated by reference as Exhibit 10.11 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.25
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Strategic Relationship License Agreement, dated December 1, 2022, by and between Pathology Watch, Inc. and Precision Pathology Services (Incorporated by reference as Exhibit 10.12 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.26
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Bill of Sale signed by Village Oaks Pathology Services, P.A., effective as of September 18, 2023 (Incorporated by reference as Exhibit 10.13 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 20, 2023)
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10.27
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Jamie Platt Offer Letter (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on December 5, 2023)
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10.28+
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bioAffinity Technologies, Inc. Management Incentive Bonus Plan (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on January 31, 2024)
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10.29+
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Amendment to Michael Dougherty Offer Letter (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on January 31, 2024)
|
|
10.30
|
|
Form of Securities Purchase Agreement, dated as of March 6, 2024, by and among the Company and the investors parties thereto (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 8, 2024)
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|
|
|
|
|
10.31
|
|
Form of Support Agreement with schedule of signatories (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 8, 2024)
|
|
|
|
|
|
10.32+
|
|
bioAffinity Technologies, Inc. 2024 Incentive Compensation Plan (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on June 5, 2024)
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|
|
|
|
|
10.33
|
|
Form of Securities Purchase Agreement, dated as of August 2, 2024, by and among the Company and the investor listed on the signature page thereto (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 5, 2024)
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|
|
|
|
|
10.34
|
|
Form of Warrant Inducement Agreement (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 5, 2024)
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|
|
|
|
|
10.35
|
|
Form of Support Agreement with schedule of signatories (Incorporated by reference as Exhibit 10.3 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 5, 2024)
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|
|
|
|
|
10.36+
|
|
Consulting Agreement, dated August 21, 2024, by and between bioAffinity Technologies, Inc. and Michael Edwards (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 23, 2024)
|
|
|
|
|
|
10.37+
|
|
Employment Agreement between bioAffinity Technologies, Inc. and Michael Edwards, dated as of October 9, 2024 (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 10, 2024)
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|
|
|
|
|
10.38
|
|
Form of Securities Purchase Agreement, dated as of October 18, 2024, by and between the Company and the purchasers listed on the signature pages thereto (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 21, 2024)
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|
|
|
|
|
10.39
|
|
Form of Support Agreement (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 21, 2024)
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|
|
|
|
|
10.40+
|
|
Amendment No. 2 to Employment Agreement with Maria Zannes (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on January 14, 2025)
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|
|
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|
|
10.41
|
|
Form of Warrant Inducement Agreement (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on February 27, 2025)
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|
|
|
|
|
10.42
|
|
Form of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.42 to the Registrant's Form S-1 filed May 2, 2025)
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|
|
|
|
|
10.43
|
|
Placement Agency Agreement, dated as of May 5, 2025, by and between bioAffinity Technologies, Inc. and WallachBeth Capital LLC (Incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 8, 2025)
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|
|
|
|
|
10.44
|
|
Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 8, 2025)
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|
|
|
|
|
10.45
|
|
At-The-Market Issuance Sales Agreement by and between bioAffinity Technologies, Inc. and WallachBeth Capital LLC (Incorporated by reference as Exhibit 1.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on May 27, 2025)
|
|
10.46
|
|
Placement Agency Agreement dated August 13, 2025 (Incorporated by reference as Exhibit 1.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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|
|
|
|
|
10.47
|
|
Form of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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|
|
|
|
|
10.48
|
|
Form of Registration Rights Agreement (Incorporated by reference as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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|
|
|
|
|
10.49
|
|
Form of Warrant Inducement Agreement (Incorporated by reference as Exhibit 10.3 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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|
|
|
|
|
10.50
|
|
Financial Advisory Agreement dated August 13, 2025 (Incorporated by reference as Exhibit 10.4 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on August 14, 2025)
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|
|
|
|
|
10.51
|
|
Placement Agency Agreement dated as of September 25, 2025, by and between bioAffinity Technologies, Inc. and WallachBeth Capital LLC (Incorporated by reference as Exhibit 1.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 30, 2025)
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|
|
|
|
|
10.52
|
|
Form of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on September 30, 2025)
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|
|
|
|
|
10.53
|
|
Placement Agency Agreement, dated October 8, 2025, by and between bioAffinity Technologies Inc. and WallachBeth Capital LLC (Incorporated by reference as Exhibit 1.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 9, 2025)
|
|
|
|
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|
10.54
|
|
Form of Securities Purchase Agreement, dated as of October 8, 2025, by and between the Company and the purchasers listed on the signature pages thereto (Incorporated by reference as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-41463) filed with the SEC on October 9, 2025)
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|
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14.1
|
|
Code of Business Conduct of the Registrant (Incorporated by reference as Exhibit 14.1 to the Registrant's Form S-1 filed with the SEC on May 25, 2022)
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|
|
19.1
|
|
Amended and Restated Insider Trading Policy of the Registrant (Incorporated by reference as Exhibit 19.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 31, 2025)
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|
21.1
|
|
List of Subsidiaries of the Registrant (Incorporated by reference as Exhibit 21.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on April 1, 2024)
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23.1**
|
|
Consent of WithumSmith+Brown, PC, independent registered public accounting firm
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|
23.2**
|
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
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|
24.1**
|
|
Power of Attorney (included on the signature pages of this Registration Statement)
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|
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|
107**
|
|
Filing Fee Table
|
|
*
|
Filed herewith.
|
|
**
|
Previously filed
|
|
+
|
Indicates management contract or compensatory plan.
|
Item 17. Undertakings
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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|
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
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|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
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|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Antonio, State of Texas, on the 16th day of June 2026.
|
|
bioAffinity Technologies, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Maria Zannes
|
|
|
|
Maria Zannes
|
|
|
|
Chief Executive Officer, President, Founder, and Director
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Maria Zannes
|
|
Chief Executive Officer, President, and Director
|
|
June 16, 2026
|
|
Maria Zannes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ J. Michael Edwards
|
|
Chief Financial Officer
|
|
June 16, 2026
|
|
J. Michael Edwards
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Executive Chairman and Director
|
|
June 16, 2026
|
|
Steven Girgenti
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 16, 2026
|
|
John Oppenheimer
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 16, 2026
|
|
Peter S. Knight
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 16, 2026
|
|
Roberto Rios
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 16, 2026
|
|
Jamie Platt
|
|
|
|
|
|
* By:
|
/s/ Maria Zannes
|
|
|
Name:
|
Maria Zannes
|
|
|
Title:
|
Attorney-in-fact
|
|
