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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 19, 2024
bioAffinity
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41463 |
|
46-5211056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
3300
Nacogdoches Road, Suite 216
San
Antonio, Texas 78217
(Address
of principal executive offices, including zip code)
(210)
698-5334
(Registrant’s
telephone number, including area code)
22211
W Interstate 10
Suite
1206
San
Antonio, Texas 78257
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.007 per share
|
|
BIAF
|
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
|
|
|
|
|
Warrants
to purchase Common Stock |
|
BIAFW |
|
The
Nasdaq Stock Market LLC
(Nasdaq
Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 19, 2024, Michael Dougherty notified bioAffinity Technologies, Inc. (the “Company”) of his decision to resign from
his position as the Company’s Chief Financial Officer and Principal Accounting Officer to pursue other opportunities. Mr. Dougherty
will remain Chief Financial Officer and Principal Accounting Officer until September 16, 2024 in order to aid in an orderly transition.
Mr. Dougherty’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies, or practices, including any matters concerning the Company’s controls or any financial or accounting-related
matters or disclosures.
On
August 21, 2024, the Board of Directors of the Company appointed, effective as of September 16, 2024, Michael Edwards, age 57, to serve
as the Company’s Interim Chief Financial Officer and Principal Accounting Officer.
On
August 21, 2024, the Company entered into a consulting agreement with Mr. Edwards (the “Edwards Consulting Agreement”). The
Edwards Consulting Agreement provides for Mr. Edwards to serve as the Company’s Interim Chief Financial Officer reporting to the
Company’s Chief Executive Officer and provides for a monthly salary of $10,000 plus expenses.
A
brief description of the qualifications and experiences of Mr. Edwards is set forth below.
Michael
Edwards has more than 25 years of experience in corporate finance and accounting. Since 2009, Mr. Edwards has provided consulting
services through his company J. Michael Edwards, LLC. Mr. Edwards served as the Company’s Chief Financial Officer from April 2014
until November 2016 and again from June 2017 to May 1, 2023. He was the CFO for CytoBioscience, Inc. from 2016 until 2017 and previously
he was the CFO for OncoVista Innovative Therapies, Inc. He was an assistant controller at ILEX Oncology, Inc. and controller at Bionumerik
Pharmaceuticals Inc. and U.S. Global Investors, Inc. Mr. Edwards started his career at PricewaterhouseCoopers. He is a Certified Public
Accountant and holds a BBA from The University of Texas at San Antonio and an MBA from The University of Texas McCombs School of Business.
There
are no family relationships between Mr. Edwards and any of the Company’s directors or executive officers. In addition, except as
set forth above, Mr. Edwards is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item
7.01. Regulation FD Disclosure.
On
August 23, 2024, the Company issued a press release regarding the matters discussed in Item 5.02 above. A copy of the press release is
furnished as Exhibit 99.1.
The
exhibit is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall either of them be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 23, 2024 |
BIOAFFINITY
TECHNOLOGIES, INC. |
|
(Registrant) |
|
|
|
By: |
/s/
Maria Zannes |
|
Name: |
Maria
Zannes |
|
Title: |
President
and Chief Executive Officer |
Exhibit
10.1
August
21, 2024
bioAffinity
Technologies, Inc.
Attention:
Maria Zannes
3300
Nacogdoches Road, Suite 216
San
Antonio, Texas 78217
Dear
Maria,
Please
find below a proposed agreement for services to be provided by J. Michael Edwards, LLC, a Texas Corporation, (“Consultant”),
to bioAffinity Technologies, Inc. (“bioAffinity” or “Company”), with regard to finance and accounting support.
Scope
of Work and Services
From
and after the date of this Agreement, Consultant shall provide finance and accounting services to the Corporation. Commencing September
16, 2024, Consultant shall serve as interim Chief Financial Officer and Principal Accounting Officer for bioAffinity until such time
that a permanent Chief Financial Officer is hired by the Company.
The
scope of this engagement is limited to that described above. The Consultant has not assumed responsibility to perform any other services
except those described above. Should bioAffinity request additional services, the agreement to increase the scope of services will be
set forth in an amendment to this Engagement Letter and the Consultant will not be deemed to be an increase in scope unless such increase
is reflected in a written amendment signed by both parties.
The
Consultant’s work will be performed under your supervision and direction, or under the direction of other bioAffinity personnel
designated by you, or other designees as set forth by bioAffinity.
J.
Michael Edwards LLC
30907
Keeneland Drive
Fair
Oaks Ranch, Texas 78015
(210)
602-2663
The
Consultant’s member does hold a CPA license issued by the State of Texas, but is not a CPA firm and does not provide attestation
services (compilation, review, or attest services), render opinions or provide tax or legal advice. The Consultant does not assume any
managerial or decision-making capacity for bioAffinity other than in fulfilling his role as interim Chief Financial Officer and Principal
Accounting Officer.
bioAffinity
is responsible for supplying all requested information in a timely manner and ensuring all information and records supplied are complete,
accurate and authentic for the Consultant to deliver the services described above. The Consultant will rely on information provided by
bioAffinity and cannot guarantee any particular result or outcome. All documents and reports created during this engagement will belong
to bioAffinity.
Bill
Rate and Expense Reimbursement
The
Consultant will bill a retainer in the amount of $10,000 each month.
The
Company shall reimburse the Consultant for all reasonable business expenses incurred by the Consultant, provided that each such expenditure
qualifies as a proper deduction on the Company’s federal and state income tax return. Each such expenditure shall be reimbursable
only if the Consultant furnishes to the Company adequate records and other documentary evidence required by federal and state statutes
and regulations issued by the appropriate taxing authorities for the substantiation of that expenditure as an income tax deduction. Notwithstanding
the forgoing, any expense in excess of $100 or expenses in the aggregate that exceed $500 per calendar month must be pre-approved in
writing to qualify for reimbursement.
Engagement
Term
This
engagement is expected to begin on Wednesday, August 21, 2024, and continue until December 31, 2024. This agreement shall
be automatically renewed for a one (1) year term, unless terminated pursuant to the Standard Terms and Conditions.
Billing
and Engagement Terms
The
Consultant will bill bioAffinity a retainer monthly. Each invoice is payable upon receipt of the invoice. Payment should be remitted
electronically via automated clearing house (“ACH”) to the financial institution noted on the invoice.
Acceptance
If
this proposal is acceptable, please sign below and return a copy to me. I appreciate this opportunity to provide finance and accounting
services. Please feel free to call me should you wish to discuss this or any other matter.
CONSULTANT |
|
COMPANY |
J. Michael Edwards, LLC |
|
bioAffinity Technologies, Inc. |
|
|
|
|
/s/
J. Michael Edwards |
|
|
/s/
Maria Zannes |
By: |
J.
Michael Edwards |
|
By:
|
Maria
Zannes |
|
Principal
|
|
|
President
and CEO |
Exhibit 99.1
bioAffinity
Technologies CFO to Depart for New Opportunity; J. Michael Edwards to Return as Interim CFO
Edwards
held CFO position at bioAffinity for nine years, leading Company through successful IPO
SAN
ANTONIO, TX (Aug. 23, 2024) – bioAffinity Technologies, Inc. (Nasdaq: BIAF; BIAFW), a biotechnology company focused
on the need for noninvasive tests for the detection of early-stage cancer, today announced that Michael Dougherty has resigned as Chief
Financial Officer to accept a CFO position in the Pacific Northwest in the energy industry.
J.
Michael Edwards, who served as bioAffinity’s consulting CFO from 2014 to 2023 and oversaw the Company’s initial public offering
in 2022, will serve as interim CFO until a permanent CFO is appointed. Dougherty will continue to serve in the role of CFO until Sept.
15, 2024, and will assist in the transition.
“We
expect a seamless transition given the strong team and financial processes that Mike Dougherty has put in place and Michael Edwards’
extensive experience as bioAffinity’s previous CFO,” bioAffinity Technologies President and CEO Maria Zannes said. “During
his tenure, Mike Dougherty played an important role in the acquisition of Precision Pathology Laboratory Services and the growth in adoption
of CyPath® Lung, our noninvasive test for lung cancer. Mike has made significant contributions to bioAffinity’s
success and is leaving us in good hands. We wish him the very best in his future endeavors.”
“I
am grateful for the opportunity to work for bioAffinity Technologies and support its mission for the early detection of lung cancer.
I’m proud of our accomplishments and leave with mixed emotions for this unexpected opportunity in the Pacific Northwest closer
to home and family,” Dougherty said. “I have every confidence in the team we built and the financial planning and processes
we implemented. I know this team will ensure the ongoing success of the Finance Department.”
Edwards
has more than 25 years of experience in corporate finance and accounting. Previously, he served as CFO of CytoBioscience, Inc. and OncoVista
Innovative Therapies, Inc. He is a certified public accountant and holds an MBA from The University of Texas McCombs School of Business.
bioAffinity
Technologies will initiate a search for a permanent CFO immediately.
About
CyPath® Lung
CyPath®
Lung uses proprietary advanced flow cytometry and artificial intelligence (AI) to identify cell populations in patient sputum that
indicate malignancy. Automated data analysis helps determine if cancer is present or if the patient is cancer-free. CyPath®
Lung incorporates a fluorescent porphyrin that is preferentially taken up by cancer and cancer-related cells. Clinical study
results demonstrated that CyPath® Lung had 92% sensitivity, 87% specificity and 88% accuracy in detecting lung cancer
in patients at high risk for the disease who had small lung nodules less than 20 millimeters. Diagnosing and treating early-stage lung
cancer can improve outcomes and increase patient survival. For more information, visit www.cypathlung.com.
About
bioAffinity Technologies, Inc.
bioAffinity
Technologies, Inc. addresses the need for noninvasive diagnosis of early-stage cancer and other diseases of the lung and broad-spectrum
cancer treatments. The Company’s first product, CyPath® Lung, is a noninvasive test that has shown high sensitivity,
specificity and accuracy for the detection of early-stage lung cancer. CyPath® Lung is marketed as a Laboratory Developed Test (LDT)
by Precision Pathology Laboratory Services, a subsidiary of bioAffinity Technologies. For more information, visit www.bioaffinitytech.com.
Forward-Looking
Statements
Certain
statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws.
Words such as “may,” “might,” “will,” “should,” “believe,” “expect,”
“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”
“plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are
forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements
regarding a seamless transition given the strong financial team and processes, the ongoing success of the Finance Department and Edwards’
expected contributions to the Company. These forward-looking statements are subject to various risks and uncertainties, many of which
are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set
forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current
expectations include, among others, the ability to successfully transition from one CFO to another and the other factors discussed in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and its subsequent filings with the SEC, including
subsequent periodic reports on Forms 10-Q and 8-K. Such forward-looking statements are based on facts and conditions as they exist at
the time such statements are made and predictions as to future facts and conditions. While the Company believes these forward-looking
statements are reasonable, readers of this press release are cautioned not to place undue reliance on any forward-looking statements.
The information in this release is provided only as of the date of this release, and the Company does not undertake any obligation to
update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities
laws.
Contacts
bioAffinity
Technologies
Julie
Anne Overton
Director
of Communications
jao@bioaffinitytech.com
Investor
Relations
Dave
Gentry
RedChip
Companies Inc.
1-800-RED-CHIP
(733-2447) or 407-491-4498
BIAF@redchip.com
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bioAffinity Technologies (NASDAQ:BIAF)
Historical Stock Chart
From Oct 2024 to Nov 2024
bioAffinity Technologies (NASDAQ:BIAF)
Historical Stock Chart
From Nov 2023 to Nov 2024