bioAffinity Technologies Announces Pricing of Registered Direct Offering and Concurrent Private Placement and Warrant Inducement for Aggregate Gross Proceeds of $1.75 Million
2024年8月2日 - 10:25PM
ビジネスワイヤ(英語)
bioAffinity Technologies, Inc. (NASDAQ: BIAF and BIAFW)
announced today it has entered into warrant exercise agreements
with three existing accredited investors to exercise certain
outstanding warrants to purchase an aggregate of 1,041,667 of the
Company’s shares of common stock (the “Existing Warrants”). In
consideration for the immediate exercise in full of the Existing
Warrants for gross cash proceeds of approximately $1,302,083, the
exercising holders received in a private placement new unregistered
warrants (the “New Warrants”) to purchase up to an aggregate of
1,302,083 shares of common stock (equal to 125% of the shares of
common stock issued in connection with the exercise of the Existing
Warrants) with an exercise price of $1.50 per share and are
initially exercisable on the date that stockholder approval of the
exercise of the New Warrants is obtained and will expire five years
from the date of such approval. In connection with the exercise of
the Existing Warrants, the Company agreed to reduce the exercise
price of the Existing Warrants from $1.64 to $1.25 per share. The
exercise of the Existing Warrants and the issuance of the New
Warrants are expected to occur on August 5, 2024.
The Company also announced today it has entered into a
securities purchase agreement with an institutional investor for
the purchase and sale of 360,000 shares of common stock in a
registered direct offering and, in a concurrent private placement,
common warrants (the “Private Warrants”) to purchase up to 450,000
shares of common stock (together with the registered direct
offering) at a combined purchase price of $1.25. The Private
Warrants will have an exercise price of $1.50 per share, are
initially exercisable on the date that stockholder approval of the
exercise of the warrants is obtained and will expire five years
from the date of such approval.
The closing of the offering is expected to occur on or about
August 5, 2024, subject to the satisfaction of customary closing
conditions. The gross proceeds from the offering are expected to be
approximately $450,000, excluding any proceeds that may be received
upon the exercise of the Private Warrants and before deducting
placement agent fees and other offering expenses payable by the
Company.
WallachBeth Capital is acting as sole placement agent for the
registered direct offering and private placement and financial
advisor for the warrant inducement transaction.
The common stock will be issued in a registered direct offering
pursuant to an effective shelf registration statement on Form S-3
(File No. 333-275608) previously filed with the U.S. Securities and
Exchange Commission (SEC), under the Securities Act of 1933, as
amended (the “Securities Act”), and declared effective by the SEC
on Nov. 27, 2023. The Private Warrants to be issued in the
concurrent private placement and the shares issuable upon exercise
of such warrants were offered pursuant to an exemption from the
registration requirements of the Securities Act of under Section
4(a)(2) thereof and Regulation D promulgated thereunder and have
not been registered under the Securities Act or applicable state
securities laws. A prospectus supplement describing the terms of
the proposed registered direct offering will be filed with the SEC
and available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the prospectus supplements may be obtained,
when available, from WallachBeth Capital, LLC, via email at
cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by
standard mail at WallachBeth Capital LLC, Attn: Capital Markets,
185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
About CyPath® Lung
CyPath® Lung uses advanced flow cytometry and artificial
intelligence (AI) to identify cell populations in patient sputum
that indicate malignancy. Automated data analysis helps determine
if cancer is present or if the patient is cancer-free. CyPath® Lung
incorporates a fluorescent porphyrin, TCPP, that is preferentially
taken up by cancer and cancer-related cells. Clinical study results
demonstrated that CyPath® Lung had 92% sensitivity, 87% specificity
and 88% accuracy in detecting lung cancer in patients at high risk
for the disease who had small lung nodules less than 20
millimeters. Diagnosing and treating early-stage cancer can improve
outcomes and increase patient survival.
About bioAffinity Technologies, Inc.
bioAffinity Technologies, Inc. addresses the need for
noninvasive diagnosis of early-stage cancer and diseases of the
lung and broad-spectrum cancer treatments. The Company’s first
product, CyPath® Lung, is a noninvasive test that has shown high
sensitivity, specificity and accuracy for the detection of
early-stage lung cancer. CyPath® Lung is marketed as a Laboratory
Developed Test (LDT) by Precision Pathology Laboratory Services, a
subsidiary of bioAffinity Technologies. For more information, visit
www.bioaffinitytech.com and follow us on LinkedIn, Facebook and
X.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements regarding the anticipated exercise of
warrants, the anticipated gross proceeds from the Company’s
offering of securities and the expected closing of the offering.
Forward-looking statements can be identified by words such as
“believes,” “expects,” “estimates,” “intends,” “may,” “plans,”
“will” and similar expressions, or the negative of these words.
Such forward-looking statements are based on facts and conditions
as they exist at the time such statements are made and predictions
as to future facts and conditions. Readers of this press release
are cautioned not to place undue reliance on any forward-looking
statements. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company’s control. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to risks and uncertainties included under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other reports filed with the SEC from time
to time. The Company does not undertake any obligation to update
any forward-looking statement relating to matters discussed in this
press release, except as may be required by applicable securities
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240802578534/en/
bioAffinity Technologies Julie Anne Overton Director of
Communications jao@bioaffinitytech.com
Investor Relations Dave Gentry RedChip Companies Inc.
1-800-RED-CHIP (733-2447) or 407-491-4498 BIAF@redchip.com
bioAffinity Technologies (NASDAQ:BIAF)
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bioAffinity Technologies (NASDAQ:BIAF)
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