bioAffinity Technologies (BIAF) investor relations material

Offering details and pricing

• Registered securities include common stock and pre-funded warrants, with shares and warrants to be sold directly to investors through a placement agent on a best-efforts basis.

• Purchase price per share and per pre-funded warrant is set, with pre-funded warrants exercisable at $0.007 per share.

• Placement Agent receives a 7.5% cash fee on gross proceeds and 3% of shares sold as warrants.

• The offering is subject to market conditions and may be closed in one or more tranches.

• No guarantee of successful placement; the company retains the right to accept or reject offers.

Underwriters and syndicate

• WallachBeth Capital LLC acts as exclusive placement agent, with the ability to retain sub-agents or selected dealers.

• Placement Agent is not obligated to underwrite or purchase securities for its own account.

• Placement Agent receives expense reimbursement up to $120,000.

• Placement Agent Warrants are subject to transfer restrictions for 180 days post-offering.

Risk factors and disclosures

• The company provides indemnification to the Placement Agent for liabilities except in cases of negligence or willful misconduct.

• No conflicts of interest with FINRA members are disclosed; compliance with FINRA rules is affirmed.

• The company is not required to register as an investment company after the offering.