JERSEY
CITY, N.J., Aug. 2, 2024
/PRNewswire/ -- WallachBeth Capital LLC, a leading provider of
capital markets and institutional execution services, announced
today that bioAffinity Technologies, Inc. (NASDAQ: BIAF) (the
"Company") 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.
WallachBeth Capital LLC also announced today that the Company
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 WallachBeth Capital LLC:
WallachBeth Capital offers a robust range of capital markets and
investment banking services to the healthcare community, connecting
corporate clients with leading institutions. The firm's experience
includes initial public offerings, follow-on issues, PIPE
offerings, and private transactions.
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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SOURCE WallachBeth Capital LLC