bioAffinity Technologies Inc美股招股说明书(2025-10-09版)

bioAffinity Technologies, Inc. We are offering 720,000 shares of our common stock, $0.007 par value per share (the “common stock”), directly to institutionalinvestors pursuant to this prospectus supplement and the accompanying prospectus. The per share offering price of the shares is $2.50. Our common stock is listed on The Nasdaq Capital Market under the symbol “BIAF.” On October 7, 2025, the last reported sale priceof our common stock on The Nasdaq Capital Market was $2.45 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates isapproximately $38,804,591, which is calculated based on 3,692,159 shares of our outstanding common stock held by non-affiliatesand a price of $10.51 per share, the closing price of our common stock on September 15, 2025, which is the highest closing sale priceof our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus supplement. During the prior twelve-calendar-month period that ends on and includes the date hereof, we have offered and sold $4,849,353 of shares of our common stockpursuant to General Instruction I.B.6 to Form S-3. Investing in our common stock involves a high degree of risk. Before buying any of our securities, you should carefully read“Risk Factors” on page S-4of this prospectus supplement, and under similar headings in the other documents that areincorporated by reference into this prospectus supplement and the accompanying prospectus. We have engaged WallachBeth Capital, LLC (“WallachBeth”) to act as our exclusive placement agent in connection with this offeringto use its reasonable best efforts to place the shares of common stock offered by this prospectus supplement. We have agreed to payWallachBeth the fees set forth in the table below. Offering price (1)In addition, we have agreed to pay for certain expenses of WallachBeth up to $75,000. See “Plan of Distribution” beginningon page S-8of this prospectus supplement for additional information regarding compensation payable to WallachBeth. Delivery of the shares of our common stock is expected to be made on or about October 9, 2025. 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 supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. WallachBeth Capital, LLC The date of this prospectus supplement is October 8, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5DIVIDEND POLICYS-5CAPITALIZATIONS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12 Prospectus Page About this ProspectusiiProspectus Summary1Risk Factors6Forward-Looking Statements33Use of Proceeds34Description of Capital Stock35Description of Debt Securities39Description of Warrants43Description of Units45Legal Ownership of Securities45Plan of Distribution48Legal Matters49Experts49Where You Can Find More Information49Incorporation of Certain Information by Reference50 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectussupplement or the accompanying prospectus.You must not rely on any unauthorized information orrepresentations. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus supplement and the accompanying prospectus is current only as of their respective dates. ABOUT THIS PROSPECTUS SUPPLEMENT On November 16, 2023, we filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3(File No. 333-275608) utilizing a shelf registration process relating to the securities described in this prospectus supplement, whichregistration statement was declared effective on November 27, 2023. Under this shelf registration process, we may, from time to time,sell up to $25 million in the aggregate of shares of common stock, shares of preferred stock, debt securities, warrants, and units. This document consists of two parts. The first part is the prospectus supplement, including the documents incorporated by referenceherein, which describes the specific terms of this offering. The second part, the accompanying prospectus, including the documentsincorporated by reference therein, provides more general information. In general, when we refer only to the prospectus, we arereferring to both parts of this document combined. Before you invest, you should carefully read this prospectus s