SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 15. SUBSEQUENT EVENTS
On May 22, 2025, the Company initiated an ATM Agreement under a prospectus supplement for aggregate sales proceeds of up to $5.8 million. In July 2025, the Company has sold an aggregate of shares for gross proceeds of approximately $3,000, and paid cash commissions of approximately $100 to WallachBeth.
On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. We are currently evaluating the provisions of the new law and the potential effects on our financial position, results of operations, and cash flows.
On July 22, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders approved each of the following proposals: (i) the election of Maria Zannes, Steven Girgenti, Robert Anderson, Peter Knight, Gary Rubin, Roby Joyce, MD and Jamie Platt, PhD to the Company’s board of directors to serve until the 2026 Annual Meeting of Stockholders and until such director’s successor has been duly elected and qualified; (ii) the ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split, at the discretion of the Company’s board of directors, within a range of 1-for-2 to 1-for-100; (iv) the issuance of up to an aggregate of 2,926,166 shares of our Common Stock upon the exercise of our Common Stock purchase warrants issued in connection with our private placement offering that closed on February 26, 2025, that may be equal to or exceed 20% of our Common Stock outstanding before such offering, pursuant to Nasdaq listing rules; (v) an amendment to the Company’s Certificate of Incorporation, as amended, at the discretion of the Board, to increase the authorized number of shares of the Company’s Common Stock, from to ; (vi) the Anti-Dilution Adjustment provision of the May 2025 Warrants; and (vii) the adjournment proposal.
On August 7, 2025, the Company received notice from Nasdaq noting the Company’s bid price for its common stock closed at less than $2.5 million in stockholders’ equity set forth in Listing Rule 5550(b)(1). As of August 14, 2025 the Company requested a hearing appeal on the determination. Such request will stay any further action by Nasdaq and will allow the Company’s ordinary shares to continue to trade on Nasdaq under the symbol “BIAF” at least pending the issuance of the Panel’s decision and the expiration of any extension the Panel may grant to the Company following the appeal. per share over the previous 30 consecutive business days as of February 7, 2025, and has not regained compliance according to Listing Rule 5550(a)(2). In addition, the Company did not comply with the continued listing requirement of a minimum of $
On August 13, 2025, the Company entered into a securities purchase agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement, (i) 990,000, initially convertible into shares of the Company’s Common Stock, par value $ per share at an initial conversion price of $0.23 per share and (ii) warrants to purchase up to 6,714,780 shares of the Company’s Common Stock at an exercise price of $0.352 per share of Common Stock. shares of the Company’s newly designated Series B Convertible Preferred Stock, with a par value $ per share and stated value of $ per share, for gross proceeds to the Company of $
On August 13, 2025, the Company entered into a warrant inducement agreement with the holder of a warrant to purchase August 5, 2024, with a current exercise price of $1.25 per share and a warrant to purchase 650,000 shares of Common Stock originally issued on October 21, 2024 with a current exercise price of $1.50 per share, pursuant to which the Holder agreed to exercise in cash the Existing Warrants at a reduced exercise price of $0.23 per share, for gross proceeds to the Company of $253,000. As an inducement to such exercise, the Company agreed to issue to the holder unregistered warrants (the “New Warrants”) to purchase up to shares of the Company’s Common Stock. The New Warrants, which have an exercise price of $0.352 per share and will not become exercisable until the Company’s stockholders approve the issuance of shares of Common Stock. shares of Common Stock originally issued on
As a result of the foregoing transactions on August 13, 2025, the Company will issue approximately 8.0 million additional warrants to the participants in the May 2025 public offering.
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