JERSEY
CITY, N.J., Aug. 5, 2024
/PRNewswire/ -- WallachBeth Capital LLC, a leading provider of
capital markets and institutional execution services, announced
today that in connection with the BioAffinity Technologies (NASDAQ:
BIAF) warrant exercise agreements dated August 2, 2024, with three existing accredited
investors, such accredited investors have exercised outstanding
warrants to purchase an aggregate of 1,041,667 of the Company's
shares of common stock (the "Existing Warrants") at an exercise
price that was reduced from $1.64 to
$1.25 per share, for gross cash
proceeds of approximately $1,302,083
and in consideration of such exercise, the exercising holders
received in a private placement new unregistered warrants (the "New
Warrants") to purchase up to an aggregate of 1,302,083 shares of
common stock (equal to 125% of the shares of common stock issued in
connection with the exercise of the Existing Warrants). The
New Warrants have an exercise price of $1.50 per share and are initially exercisable on
the date that stockholder approval of the exercise of the warrants
is obtained and will expire five years from the date of such
approval.
WallachBeth Capital also announced today that BioAffinity
Technologies (NASDAQ: BIAF) has closed its previously announced
securities purchase agreement with an institutional investor for
the purchase and sale of 360,000 shares of common stock in a
registered direct offering and, in a concurrent private placement,
common warrants (the "Private Warrants") to purchase up to 450,000
shares of common stock (together with the registered direct
offering) at a combined purchase price of $1.25. The Private Warrants have an exercise
price of $ 1.50 per share, are
initially exercisable on the date that stockholder approval of the
exercise of the warrants is obtained and will expire five years
from the date of such approval.
The gross proceeds from the offering are expected to be
approximately $450,000, excluding any
proceeds that may be received upon the exercise of the Private
Warrants and before deducting placement agent fees and other
offering expenses payable by the Company.
WallachBeth Capital acted as sole placement agent for the
registered direct offering and financial advisor for the warrant
inducement transaction.
The common stock was 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 (the "Securities Act"), and declared effective by the SEC
on Nov. 27, 2023. The Private
Warrants to be issued in the concurrent private placement and the
shares issuable upon exercise of such warrants were offered
pursuant to an exemption from the registration requirements of the
Securities Act of under Section 4(a)(2) thereof and Regulation
D promulgated thereunder and have not been registered under the
Securities Act or applicable state securities laws. 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 supplements 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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such 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