WallachBeth Capital Announces Pricing of BioAffinity Technologies $2.5 Million Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

BioAffinity Technologies (BIAF) announces a securities purchase agreement with institutional investors for the sale of 1,600,000 shares of common stock and common warrants. The Offering includes a registered direct offering and a concurrent private placement at a combined purchase price of $1.5625 per common share. The common warrants have an exercise price of $1.64 per share and will expire five years from the date of shareholder approval.

Insights

Financial Analyst

The direct offering and concurrent private placement by BioAffinity Technologies represent a significant capital raise for the company. The issuance of 1,600,000 shares at a price of $1.5625 per share, along with warrants to purchase an equal number of shares at $1.64, indicates a strategic move to secure funding without resorting to debt financing. This capital infusion is likely aimed at funding ongoing research, product development, or possibly for expanding the company's market reach.

Investors and stakeholders should be aware that such transactions can dilute the value of existing shares. However, if the capital is utilized effectively to drive growth or innovation, the long-term benefits could outweigh the immediate dilution. The fact that institutional investors are involved suggests a vote of confidence in BioAffinity's prospects, which could be a positive signal to the market.

Market Research Analyst

From a market perspective, the offering price and the terms of the warrants are critical. The offering price is typically set at a discount to the current market price to incentivize immediate investment and the warrant exercise price is set slightly higher to provide a future price target that can motivate investors. The exercise of the warrants is contingent upon shareholder approval, which adds a layer of uncertainty to the transaction. The market will be observing the shareholder meeting outcomes closely as it could impact the stock's performance.

Furthermore, the five-year expiration on the warrants offers a long-term horizon for investors, which could suggest that the company is not expecting rapid stock price appreciation, or it is providing a generous window for investors to capitalize on potential growth.

Legal Expert

The structure of the offering, involving both a registered direct offering and a concurrent private placement, is designed to comply with securities regulations while also providing flexibility in raising capital. The requirement for shareholder approval for the exercise of the warrants underscores the importance of corporate governance and shareholder rights in such transactions. It is essential for investors to understand the legal mechanisms at play, including any implications for their rights and the timing of potential warrant exercises.

JERSEY CITY, N.J., March 6, 2024 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that BioAffinity Technologies (NASDAQ: BIAF; BIAFW) has entered into a securities purchase agreement with institutional investors for the purchase and sale of 1,600,000 shares of common stock in a registered direct offering and common warrants to purchase up to 1,600,000 shares of common stock in a concurrent private placement (together with the registered direct offering, the "Offering") at a combined purchase price of $1.5625 per common share. The common warrants issued pursuant to the concurrent private placement will have an exercise price of $1.64 per share, are initially exercisable on the date that shareholder approval of the exercise of the warrants is obtained and will expire five years from the date of such approval.

The closing of the Offering is expected to occur on or about March 8, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $2,500,000, 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.

The 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 (the "SEC"), under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on November 27, 2023. The common warrants will be issued in a concurrent private placement. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and once filed, will be 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: cap‑mkts@wallachbeth.com, or 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 common 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 use of 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 Quarterly Reports on Form 10-Q filed by the Company and other reports filed with the  Securities and Exchange Commission (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

FAQ

What is the purchase price per common share in the Offering by BioAffinity Technologies (BIAF)?

The purchase price per common share in the Offering by BioAffinity Technologies (BIAF) is $1.5625.

How many shares of common stock are being sold in the Offering by BioAffinity Technologies (BIAF)?

BioAffinity Technologies (BIAF) is selling 1,600,000 shares of common stock in the Offering.

What is the exercise price of the common warrants in the concurrent private placement by BioAffinity Technologies (BIAF)?

The exercise price of the common warrants in the concurrent private placement by BioAffinity Technologies (BIAF) is $1.64 per share.

When will the common warrants issued in the concurrent private placement expire for BioAffinity Technologies (BIAF)?

The common warrants issued in the concurrent private placement by BioAffinity Technologies (BIAF) will expire five years from the date of shareholder approval.