Material Event (Form 8-K)

Item 8.01. Other Events.

As previously reported in a Current Report on Form 8-K (the "Acquisition 8-K") filed by bioAffinity Technologies, Inc. (the "Company"), on September 18, 2023, the Company's wholly-owned subsidiary, Precision Pathology Laboratory Services LLC ("PPLS"), consummated the acquisition (the "Acquisition") of a clinical anatomic and clinical pathology laboratory and related services business in San Antonio, Texas (the "Laboratory Assets") pursuant to the terms of an Asset Purchase Agreement (the "Asset Purchase Agreement") dated September 18, 2023 that PPLS entered into with Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services ("Village Oaks Pathology") and Dr. Roby P. Joyce, M.D. As reported in the Acquisition 8-K, in connection with the Asset Purchase Agreement, PPLS entered into a Succession Agreement with Village Oaks Pathology and Dr. Joyce (the "Joyce Succession Agreement") pursuant to which Dr. Joyce, as holder of 100% of the issued and outstanding stock of Village Oaks Pathology, is restricted from disposing of his equity interests in Village Oaks Pathology, subject to certain exceptions, without the prior written consent of us and Village Oaks Pathology. The Joyce Succession Agreement further named Dr. James Humphreys, who has served as a pathologist at PPLS since August, 2011 as a qualified and approved Successor (as such term is defined under the Joyce Separation Agreement) to Dr. Joyce.

In December 2025, Dr. Joyce (77) informed the Company of his desire to transfer 100% of the issued and outstanding stock of Village Oaks Pathology to Dr. Humphreys.Dr. Joyce's decision to transfer his interest was not the result of any disagreement with Village Oaks Pathology, PPLS nor was it as a result of Dr. Joyce no longer meeting the Eligibility Requirements of a Designated Physician (as such terms are defined and described in the Joyce Succession Agreement). On December 22, 2025, Village Oaks Pathology, PPLS and Dr. Humphreys entered into a Succession Agreement, pursuant to which Dr. Humphreys is restricted from disposing of his equity interests in Village Oaks Pathology, subject to certain exceptions, without the prior written consent of us and Village Oaks Pathology. The Humphreys Succession Agreement further provides that the entire equity interest held by Dr. Humphreys in Village Oaks Pathology will be automatically assigned and transferred to a successor who meets the Eligibility Requirements of a Designated Physician (as such terms are defined and described in the Humphreys Succession Agreement), in the event of, among other things, the death, disability, retirement, or a court's determination of incompetence of Dr. Humphreys, as well as Dr. Humphreys' failure to satisfy the eligibility requirements of a Designated Physician, exclusion or disqualification from participation in the Medicare program, conviction of a felony or crime or moral turpitude, bankruptcy filing, or material breach of the Humphreys Succession Agreement. In the event of the automatic transfer of Dr. Humphreys' equity interests in Village Oaks Pathology as provided in the Humphreys Succession Agreement, such agreement provides that the board of directors of Village Oaks Pathology shall nominate a group of three candidates as the Designated Physician who satisfy the Eligibility Requirements. In the event the Company desires not to select any of such candidates, the Company shall select and appoint a successor Designated Physician from any other physician that satisfy the Eligibility Requirements. Subject in all cases to the Management Services Agreement (as defined in the Humphreys Succession Agreement"), Dr. Humphreys shall not cause any voluntary interruption of the conduct of Village Oaks Pathology's business and operations, and shall use commercially reasonable efforts to preserve (or assist us in preserving) all rights, privileges and franchises held by Village Oaks Pathology, including the maintenance of all contracts, copyrights, trademarks, licenses and registrations.