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8-K2026-04-30· grok-4-1-fast-non-reasoning

BIAFW · bioAffinity Technologies, Inc.

0001493152-26-020591

SEC filing

Summary

bioAffinity Technologies stockholders at the 2026 Annual Meeting approved election of six directors, ratification of auditors, equity plan expansion to 1,000,000 shares, warrant exercises, anti-dilution adjustments, offerings, and reverse stock split.

Key takeaways

Full analysis

At the 2026 Annual Meeting on April 30, 2026, bioAffinity Technologies' stockholders approved all ten proposals with strong support, particularly for director elections, auditor ratification, and the reverse stock split which garnered over 1.2 million votes in favor. The most significant approvals include expanding the 2024 Equity Incentive Plan share reserve from 66,666 to 1,000,000 shares via Exhibit 10.1, enabling greater flexibility for employee incentives and retention amid 4,498,675 outstanding shares as of the March 13 record date. Warrant-related proposals (Nos. 3-5) authorize exercises and anti-dilution adjustments for August 2025 Warrants (up to 271,500 shares) and Series B Preferred Stock (up to 131,884 shares), addressing ownership thresholds under Nasdaq rules while setting floor prices. Proposals 7-8 greenlight non-public offerings and potential change of control, providing capital-raising avenues. The reverse stock split approval (1-for-2 to 1-for-250) offers board discretion to enhance compliance or market perception. These outcomes signal robust governance continuity with all six directors re-elected and strategic flexibility for equity, financing, and capital structure adjustments, directly impacting dilution, incentives, and future funding.