bioAffinity Technologies Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from ____ to ____. Commission file number001-41463 bioAffinity Technologies, Inc.(Exact name of registrant as specified in its charter) Delaware46-5211056(State or other jurisdictionof incorporation)(I.R.S. EmployerIdentification No.) 3300 Nacogdoches Road,Suite 216,San Antonio,Texas78217(Address of principal executive offices)(Zip Code) (210)698-5334(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $0.007 per shareTradeable Warrants to purchase Common Stock The Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of theregistrant’s common stock on that date, as reported by the Nasdaq Capital Market on such date was approximately $22.6million.Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding commonstock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination thatcertain persons are affiliates of the registrant for any other purpose. The number of shares outstanding of the issuer’s common stock, $0.007par value (the “Common Stock”), is18,255,824as of March31, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2025 annual meeting of stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K where indicated. Such definitive proxy statement will be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024 (the “2025Proxy Statement”). TABLE OF CONTENTS PageCautionary Note Regarding Forward-Looking Statements3PART IItem 1.Business7Item 1A.Risk Factors22Item 1B.Unresolve