JERSEY
CITY, N.J., Oct. 18,
2024 /PRNewswire/ -- WallachBeth Capital LLC, a
leading provider of capital markets and institutional execution
services, announced today that– bioAffinity Technologies,
Inc. (Nasdaq: BIAF; BIAFW), a biotechnology
company focused on the need for noninvasive tests for the detection
of early-stage cancer, has entered into a securities purchase
agreement with institutional investors for the purchase and sale of
2,048,294 shares (the "Shares") of common stock in a registered
direct offering at a price of $1.30
per share and, in a concurrent private placement, common warrants
(the "Warrants") to purchase up to 2,662,782 shares of common stock
at an exercise price of $1.50 per
common share. The Warrants are initially exercisable on the date
that the Company's stockholders approve the exercise of the
Warrants and the issuance of the shares upon exercise thereof and
will expire five years from the date of such approval.
The closing of the offering is expected to occur on or about
Oct. 21, 2024, subject to the
satisfaction of customary closing conditions. The gross proceeds
from the offering are expected to be approximately $2,662,782 excluding any proceeds that may be
received upon the exercise of the Warrants and before deducting
placement agent fees and other offering expenses payable by the
Company.
WallachBeth Capital is acting as sole placement agent for the
offering. Sichenzia Ross Ference Carmel LLP is counsel to the
placement agent in the offering.
The Shares of common stock will be issued in a registered direct
offering pursuant to an effective shelf registration statement on
Form S-3 (File No: 333-275608) previously filed with the U.S.
Securities and Exchange Commission (SEC), under the Securities Act
of 1933, as amended, and declared effective by the SEC on
Nov. 27, 2023. A prospectus
supplement describing the terms of the proposed registered direct
offering will be filed with the SEC and available on the SEC's
website located at http://www.sec.gov. Electronic copies of the
prospectus supplement may be obtained, when available, from
WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by
calling +1 (646) 237–8585, or by standard mail at WallachBeth
Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410,
Jersey City, NJ 07311,
USA.
The private placement of the Warrants will be made in reliance
on an exemption from registration under Section 4(a)(2) of the
Securities Act and/or Regulation D thereunder. Accordingly, the
securities issued in the concurrent private placement may not be
offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About WallachBeth Capital LLC:
WallachBeth Capital offers a robust range of capital markets and
investment banking services to the healthcare community, connecting
corporate clients with leading institutions. The firm's experience
includes initial public offerings, follow-on issues, PIPE
offerings, and private transactions.
Forward-Looking Statements
This
press release contains forward-looking statements, including
statements regarding the anticipated exercise of warrants, the
anticipated gross proceeds from the Company's offering of
securities and the expected closing of the offering.
Forward-looking statements can be identified by words such as
"believes," "expects," "estimates," "intends," "may," "plans,"
"will" and similar expressions, or the negative of these words.
Such forward-looking statements are based on facts and conditions
as they exist at the time such statements are made and predictions
as to future facts and conditions. Readers of this press release
are cautioned not to place undue reliance on any forward-looking
statements. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company's control. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to risks and uncertainties included under the heading "Risk
Factors" in the Company's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other reports filed with the SEC from time
to time. The Company does not undertake any obligation to update
any forward-looking statement relating to matters discussed in this
press release, except as may be required by applicable securities
laws.
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SOURCE WallachBeth Capital LLC
