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