bioAffinity Technologies Inc美股招股说明书(2025-09-18版)

bioAffinity Technologies, Inc. 32,495,628Shares of Common Stock This prospectus relates to the resale from time to time of up to 32,495,628 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)4,304,343 shares of Common Stock (the “Conversion Shares”) issuable upon the conversion of 990 shares of Series B ConvertiblePreferred Stock (the “Series B Preferred Stock”); (ii) 6,714,780 shares of Common Stock issuable upon the exercise of commonwarrants (the “Private Warrants”) to purchase 6,714,780 shares of Common Stock (the “Private Warrant Shares”) purchased by certaininstitutional investors (the “Investors”) in a private placement transaction (the “August 2025 Private Placement”) pursuant to the termsof a securities purchase agreement dated as of August 13, 2025, (the “August Purchase Agreements”) between us and the Investors;(iii) 1,430,000 shares of Common Stock issuable upon the exercise of common warrants (the “Inducement Warrants”) to purchase1,430,000 shares of Common Stock (the “Inducement Warrant Shares”) purchased by certain existing warrant holders (the “WarrantInducement Holders”) in a private placement transaction (the “Warrant Inducement Private Placement”) pursuant to the terms of awarrant inducement letter agreement dated as of August 13, 2025, (the “Inducement Agreement”) between us and the WarrantInducement Holders; (iv) an additional 19,884,375 shares of Common Stock pursuant to the anti-dilution adjustment provision ofcommon stock purchase warrants (the “May 2025 Warrants”) to purchase 19,884,375 shares of Common Stock (the “May 2025Warrant Shares”) purchased by certain existing warrant holders (the “May 2025 Warrant Holders”) in a public offering (the “MayOffering”) pursuant to the terms of a securities purchase agreement dated May 5, 2025 (the “May Purchase Agreement”)and (v)162,130 shares of Common Stock issuable upon the exercise of warrants to purchase 162,130 shares of Common Stock issued todesignees of WallachBeth Capital LLC (“WallachBeth”), of which (a) 33,000 shares of Common Stock issuable upon the exercise ofwarrants (the “Inducement Advisor Warrants”) to purchase 33,000 shares of Common Stock (the “Inducement Advisor WarrantShares”) were partial compensation for WallachBeth acting as financial advisor in connection with the Warrant Inducement PrivatePlacement pursuant to the terms of a financial advisory agreement dated as of August 13, 2025, (the “Advisory Agreement”) and (b)129,130 shares of Common Stock issuable upon the exercise of warrants (the “Placement Agent Warrants”) to purchase 129,130 sharesof Common Stock (the “Placement Agent Warrant Shares”) were partial compensation for WallachBeth acting as placement agent inconnection with the August 2025 Private Placement pursuant to the terms of a placement agency agreement dated as of August 13,2025, (the “Placement Agency Agreement”). Each of the August 2025 Private Placement and the Warrant Inducement PrivatePlacement closed on August 14, 2025. The Investors, the Warrant Inducement Holders, the May 2025 Warrant Holders and thedesignees of WallachBeth that received Inducement Advisor Warrants and/or Placement Agent Warrants are collectively referred toherein as the “Selling Stockholders.” The Private Warrants, the Inducement Warrants, the Inducement Advisor Warrants, the May 2025Warrants and the Placement Agent Warrants are collectively referred to herein as the “Common Warrants.” The Conversion Shares,Private Warrant Shares, the Inducement Warrant Shares, the Inducement Advisor Warrant Shares the May 2025 Warrant Shares and thePlacement Agent Warrant Shares are collectively referred to herein as the “Resale 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 Common Warrant Shares by Selling Stockholders. See “Selling Stockholders”beginning on page 12 of this prospectus for more information about the Selling Stockholders. The registration of the shares ofCommon Stock to which this prospectus relates does not require the Selling Stockholders to sell any of their shares of our CommonStock. 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 11 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 priva