bioAffinity Technologies Inc美股招股说明书(2025-04-22版)

bioAffinity Technologies, Inc. 3,013,951 Shares of Common Stock This prospectus relates to the resale from time to time of up to 3,013,951 shares of common stock, par value $0.007 per share (the“Common Stock”), of bioAffinity Technologies, Inc. by the Selling Stockholders identified in this prospectus (the “SellingStockholders”), including their pledgees, assignees, donees, transferees or their respective successors-in-interest consisting of: (i)2,926,166 shares of Common Stock issuable upon the exercise of common warrants (the “Inducement Warrants”) to purchase2,926,166 shares of Common Stock (the “Inducement Warrant Shares”) issued to certain holders (the “Holders”) of existing warrantsin a warrant inducement private placement transaction (the “Warrant Inducement”) pursuant to the terms of a warrant inducementagreement, dated February 25, 2025 (the “Inducement Agreement”) between us and the Holders; and (ii) 87,785 shares of CommonStock issuable upon the exercise of warrants (the “Advisor Warrants”) to purchase 87,785 shares of Common Stock (the “AdvisorWarrant Shares”) issued to designees of WallachBeth Capital LLC (“WallachBeth”) issued as partial compensation for WallachBethacting as financial advisor in connection with the Warrant Inducement. The Warrant Inducement closed on February 26, 2025. TheHolders and the designees of WallachBeth that received Advisor Warrants are collectively referred to herein as the “SellingStockholders.” The Inducement Warrants and the Advisor Warrants are collectively referred to herein as the “Common Warrants.” TheInducement Warrant Shares and the Advisor Warrant Shares are collectively referred to herein as the “Common Warrant Shares.” We are filing this registration statement on Form S-1, of which this prospectus forms a part, to fulfill our contractual obligations toprovide for the registration of the resale of the Inducement Warrant Shares by the Holders, as well as to provide for the registration ofthe resale of the Placement Agent Warrant Shares by the designees of WallachBeth. See “Selling Stockholders” beginning on page 41of this prospectus for more information about the Selling Stockholders. The registration of the shares of Common Stock to which thisprospectus relates does not require the Selling Stockholders to sell any of their shares of our Common Stock. We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale or otherdisposition of the shares of our Common Stock covered hereby. However, we will receive the proceeds from any exercise of theCommon Warrants for cash. See “Use of Proceeds” beginning on page 38 of this prospectus. The Selling Stockholders identified in this prospectus, or their pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution”beginning on page 83 of this prospectus for more information about how the Selling Stockholders may sell their respective shares ofCommon Stock. The Selling Stockholders may be deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Actof 1933, as amended. We have agreed to bear all of the expenses in connection with the registration of the Common Warrant Shares pursuant to thisprospectus. The Selling Stockholders will pay or assume all commissions, discounts, fees of underwriters, agents, selling brokers ordealer managers and similar expenses, if any, attributable to their respective sales of the shares of Common Stock. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BIAF”. Our Tradeable Warrants are listed on theNasdaq Capital Market under the symbol “BIAFW”. On April 17, 2025, the last reported sale price of (i) our Common Stock onNasdaq was $0.515 per share, and (ii) our Tradeable Warrants on Nasdaq was $0.2667 per Tradeable Warrant. There is no establishedpublic trading market for any of the Common Warrants and we do not expect a market to develop. Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors” contained in this prospectus, as described beginning on page8of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted. The date of this prospectus is April 18, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSi