bioAffinity Technologies (BIAF) Proxy filing summary

Executive summary

• Special meeting agenda covers two warrant issuances, advance authorization for non-public offerings, reducing authorized common shares, and possible adjournment; the Board recommends FOR all five proposals.

• Approval of both warrant proposals could enable up to ~ $11.6 million in gross cash proceeds if all warrants are exercised for cash at stated prices, supporting working capital and general corporate purposes.

• The CEO cited growing physician adoption of CyPath Lung and continued work on noninvasive early-stage lung disease diagnostics.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue up to 1,128,272 shares under August warrants; Proposal 2 seeks approval for up to 980,072 shares under October warrants, as required by Nasdaq rules.

• Proposal 3 seeks approval for one or more non-public offerings; proposal limits include up to 10,000,000 shares, $10,000,000 aggregate cash consideration, and a discount of up to 35% below market price.

• Proposal 5 would authorize adjournment or postponement to solicit additional votes if support is insufficient for one or more of Proposals 1–4.

• The Board recommends FOR each proposal; approval thresholds vary, including a majority of outstanding shares for the authorized-share reduction and a majority of votes cast for the offering authorization.

Board of directors and corporate governance

• The Board unanimously approved the proposed authorized-share decrease, but may implement it only if later determined to be in stockholders’ best interests and may delay or abandon it before effectiveness.

• The Board may use additional time after an adjournment to solicit votes, including asking holders who initially opposed a proposal to change their votes.