bioAffinity Technologies (BIAF) Proxy filing summary

Executive summary

• Special meeting scheduled for November 20, 2026, in San Antonio, with five proposals covering warrant exercises, future offerings, authorized shares and adjournment.

• The Board recommends a FOR vote on all five proposals.

Voting matters and shareholder proposals

• Proposals 1 and 2 seek approval to issue up to 1,128,272 and 980,072 shares, respectively, upon exercise of warrants from private placements closed August 14 and October 8, 2026.

• Approval of the August warrants could enable up to ~$5.6 million in gross cash proceeds; the warrants have an adjusted $4.9757 exercise price and expire five years after issuance.

• Approval of the October warrants could enable up to ~$6.0 million in gross cash proceeds; the $6.122 warrants expire five years after issuance.

• Proposal 3 would authorize offerings through November 20, 2027, capped at 10 million shares and $15 million cash, with discounts up to 20% below market price.

• Proposal 5 would permit adjournment to solicit votes if support is insufficient for any of Proposals 1–4.

Board of directors and corporate governance

• The Board unanimously approved and recommends the authorized-share amendment, but may implement, delay or abandon the reduction at its discretion based on its assessment of stockholder interests.