生物亲和力技术股份有限公司美股招股说明书(2025-09-30版)

bioAffinity Technologies, Inc. 1,047,694Shares of Common Stock874,067Pre-Funded Warrants to Purchase Shares of Common StockUp to 874,067 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering 1,047,694 shares of our Common Stock, $0.007 par value per share (the “Common Stock”). The public offering pricefor each share of Common Stock is $2.50. We are also offering to each purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of the outstanding shares of Common Stock immediately following the consummation of this offering, theopportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants to purchase shares of Common Stock, or the Pre-FundedWarrants, in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock andwill be immediately exercisable and will expire when exercised in full. The purchase price of each Pre-Funded Warrant will equal theprice per share of Common Stock being sold to the public, minus $0.007, and the exercise price of each Pre-Funded Warrant will be$0.007 per share. We are also registering the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants pursuant tothis prospectus. This offering will terminate on October 31, 2025, unless we decide to terminate the offering (which we may do at any time in ourdiscretion) prior to that date. We will have one closing for all the securities purchased in this offering. The public offering price pershare (or Pre-Funded Warrant) will be fixed for the duration of this offering. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BIAF.” We have not applied, and do not intend to apply,to list the Pre-Funded Warrants on the Nasdaq Capital Market. On September 26, 2025, the closing price of our Common Stock on theNasdaq Capital Market was $5.29 per share. The trading price of our Common Stock has been, and may continue to be, subject towide price fluctuations in response to various factors, many of which are beyond our control, including those described in “RiskFactors.” On February 7, 2025, we receivedwritten notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC(“Nasdaq”) notifying us that for the preceding 30 consecutive business days (December 23, 2024, through February 6, 2025), ourCommon Stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required byNasdaq Listing Rule 5550(a)(2). Therefore, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided 180 calendardays, or util August 6, 2025, to regain compliance with the rule. On May 27, 2025 we received written notice from the Staff stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Continued Listing Equity Requirement”) because our stockholders’ equity of $1,439,404 as of March 31, 2025, as reported inthe Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, was below the minimum requirement of$2,500,000. Pursuant to Nasdaq’s Listing Rules, we had 45 calendar days to submit a plan to regain compliance (a “Compliance Plan”)with the Continued Listing Equity Requirement. On July 14, 2025, the Company submitted its plan to regain compliance with theContinued Listing Equity Requirement. On August 7, 2025, we received written notice from the Listing Qualifications Staff of Nasdaq that we had not regained compliancewith the Minimum Bid Price Requirement by August 6, 2025 and were not eligible for a second 180-day compliance period as we didnot comply with the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market. As a result, unless werequest an appeal to a hearings panel (the “Panel”) by August 14, 2025, our securities will be scheduled for delisting from The NasdaqCapital Market and will be suspended at the opening of business on August 18, 2025. We submitted an appeal to Nasdaq on August 14, 2025, which will stay the delisting and suspension of the Company’s securitiespending the decision of the Panel. On August 14, 2025, we received written notice from Nasdaq that our hearing has been scheduledfor September 11, 2025. At the hearing, the Company presented its views and its plans to regain compliance with the Minimum BidPrice Requirement and the Continued Listing Equity Requirement to the Panel. On September 18, 2025, Nasdaq granted us anextension until October 2, 2025 to demonstrate compliance with the Minimum Bid Price Requirement and Continued Listing EquityRequirement. There can be no assurance that the Company will be able to evidence compliance with the Minimum Bid Price Rule, theContinued Listing Equity Requirement or any other applicable requirements for continued listing on The Nasdaq Capital Market