Not independent
Tenure on this board
3.8 yrs
9 nominees · 7 ballot items.
Seven management proposals are being put to stockholders at the Special Meeting of bioAffinity Technologies, Inc.: (1) issuance of up to 271,500 shares of common stock issuable on the August 2025 Warrants; (2) anti-dilution adjustment for the August 2025 Warrants; (3) anti-dilution adjustment for the Series B Convertible Preferred Stock; (4) amendment to the 2024 Equity Incentive Plan to increase reserved shares; (5) authorization to issue securities in non-public offerings under Nasdaq Rule 5635(d); (6) approval of any change in control under Nasdaq Rule 5635(d) related to the offerings; and (7) adjournment of the Special Meeting to a later date if necessary or appropriate.
Approval of issuance of up to 271,500 shares of our Common Stock upon exercise of the August 2025 Warrants (223,831 shares from the August 2025 Common Warrants and 47,669 shares from the Inducement Warrants) that may equal or exceed 20% of our outstanding Common Stock.
Approval of an anti-dilution adjustment for the August 2025 Warrants, reducing the exercise price to a floor of $4.50 and increasing the number of shares issuable upon exercise to a maximum of 365,620 upon a Dilutive Issuance.
Approval of an anti-dilution adjustment for the Series B Convertible Preferred Stock, reducing the exercise price with a floor of $3.00 and increasing the number of Common Stock issuable upon conversion to a maximum of 131,884 Shares upon a Dilutive Issuance.
Approval of an amendment to the 2024 Equity Incentive Plan to increase the number of shares reserved for issuance to 750,000 from 66,666.
Authorization to issue securities in one or more non-public offerings under Nasdaq Marketplace Rule 5635(d) with aggregate offerings not to exceed 10,000,000 shares (subject to reverse split adjustments) and up to $10,000,000 in cash, with a discount up to 35% and to be completed by December 31, 2026; terms to be determined by the Board.
Approval of any change of control under Nasdaq Marketplace Rule 5635 that may result from the potential issuance of securities in the non-public offerings.
Approval of the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in connection with the listed proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 55,543 | $213K |
| 2 | J. Safra Sarasin Holding AG | 0.9% | 42,600 | $164K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 38,983 | $149K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.7% | 31,071 | $119K |
| 5 | Schonfeld Strategic Advisors LLC | 0.5% | 24,413 | $94K |
| 6 | STATE STREET CORP | 0.3% | 14,386 | $55K |
| 7 | NORTHERN TRUST CORP | 0.3% | 12,725 | $49K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 9,310 | $36K |
| 9 | UBS Group AG | 0.2% | 9,214 | $35K |
| 10 | Tower Research Capital LLC (TRC | 0.0% | 2,063 | $8K |
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