8-K: bioAffinity Technologies Announces 1-for-30 Reverse Stock Split

bioAffinity Technologies will effect a 1-for-30 reverse stock split to comply with Nasdaq's minimum bid price requirement, effective September 18, 2025.

Summary

• The Board of Directors approved a one-for-thirty (1-for-30) reverse split of the company's issued and outstanding shares of Common Stock.
• The reverse stock split will become effective as of 4:01 p.m. Eastern Time on September 18, 2025.
• The company's common stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on September 19, 2025.
• The primary intention of the reverse stock split is to bring the company into compliance with Nasdaq's minimum bid price requirement.
• Every thirty (30) shares of issued and outstanding Common Stock will be automatically combined into one (1) share, without any change in the number of authorized shares or the par value per share ($0.007).
• Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units, and warrants.
• Stockholders who would otherwise receive fractional shares will receive a cash payment equal to the number of pre-split shares that would have exchanged for such fractional interest, multiplied by the average closing sales price for the ten days preceding the effective time.
• The company's Common Stock will continue to trade under the existing symbol BIAF, but has been assigned a new CUSIP number (09076W307).
• Immediately after the reverse stock split becomes effective, the company will have approximately 1,338,029 shares of common stock issued and outstanding.

Sentiment

Score: 3

Explanation: While the reverse stock split is a necessary step to maintain Nasdaq listing compliance, it addresses a symptom (low stock price) rather than the underlying cause. It often signals past poor performance and carries risks of decreased liquidity and further price pressure, leading to a generally negative sentiment despite the compliance benefit.

Positives

• The reverse stock split is intended to bring the company into compliance with Nasdaq's minimum bid price requirement, preventing potential delisting.

Negatives

• The necessity of a reverse stock split indicates that the company's stock price has fallen below Nasdaq's minimum bid price requirement, reflecting poor market performance.
• Reverse stock splits can sometimes lead to decreased liquidity in the company's common stock.
• There is a potential for continued downward pressure on the stock price following a reverse split.

Risks

• Potential impacts of the reverse stock split on the market price of the company’s common stock.
• Potential decreased liquidity in the company’s common stock following the reverse stock split.
• Potential dilutive effects of future financings following the reverse stock split.
• Other factors discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its subsequent filings with the SEC.

Future Outlook

Forward-looking statements indicate potential impacts of the reverse stock split on the market price of the company's common stock, the possibility of decreased liquidity in the common stock, and the potential dilutive effects of future financings following the reverse stock split.

Management Comments

• Maria Zannes, President and Chief Executive Officer, signed the filing on behalf of bioAffinity Technologies, Inc.

Industry Context

Reverse stock splits are a common corporate action, particularly for smaller biotechnology companies, to maintain listing compliance on major exchanges like Nasdaq when their stock price falls below minimum bid price requirements. This action is often a response to market pressures and is aimed at improving the stock's per-share price to meet exchange rules, rather than reflecting a fundamental change in business operations or prospects.

Corporate Governance

Stakeholder Impact

• Shareholders will hold fewer shares of common stock, but their percentage ownership interest in the company will remain substantially the same, except for those receiving cash in lieu of fractional shares.
• Holders of stock options, restricted stock units, and warrants will see proportionate adjustments to their exercise prices and the number of underlying shares, maintaining the intrinsic value of their holdings.
• The reverse split aims to maintain the company's Nasdaq listing, which is generally beneficial for all stakeholders by preserving market access and liquidity.

Next Steps

• The company's common stock will begin trading on a split-adjusted basis on the Nasdaq Stock Market on September 19, 2025.
• The company's transfer agent, VStock Transfer LLC, will send stockholders of record transaction notices and cash payments in lieu of fractional shares.

Key Dates

Recommendation

The reverse stock split is a necessary corporate action to maintain Nasdaq listing compliance, addressing a technical requirement rather than reflecting a change in fundamental business performance. While it prevents delisting, it also highlights previous stock price weakness. Investors should hold to observe if the company can leverage this compliance to improve its operational and financial standing, rather than making immediate buy or sell decisions based solely on this administrative change. The potential for decreased liquidity and future dilution from financings are factors to monitor.

Keywords

bioAffinity Technologies, BIAF, reverse stock split, Nasdaq compliance, common stock, biotechnology, cancer detection, CyPath Lung, corporate action