Form 8-K

8-K — bioAffinity Technologies, Inc.

Accession: 0001493152-26-020591

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001712762

SIC: 8731 (SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

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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

April

30, 2026

Date

of Report (Date of earliest event reported)

bioAffinity

Technologies, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41463

46-5211056

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

3300

Nacogdoches Road

Suite

216

San

Antonio, Texas 78257

(210)

698-5334

(Address

of principal executive offices and Registrant’s telephone number, including area code)

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.007 per share

BIAF

The

Nasdaq Stock Market LLC

Tradeable

Warrants to purchase Common Stock

BIAFW

The

Nasdaq Stock Market LLC

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).

Emerging

growth company ☒

an emerging growth company, indicate by check mark 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.

the 2026 Annual Meeting (as defined below) of bioAffinity Technologies, Inc. (the “Company”), stockholders approved an amendment

to the Company’s 2024 Equity Incentive Compensation Plan (the “2024 Plan”) to increase the number of shares

of common stock, par value $0.007 per share (the “Common Stock”), reserved for issuance thereunder to 1,000,000 from 66,666

shares (the “Plan Amendment”).

The

foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which

is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item

5.07. Submission of Matters to a Vote of Security Holders.

the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company held on April 30, 2026, the Company’s

stockholders voted on ten proposals, each of which is listed below and described in more detail in the Company’s Definitive Proxy

Statement, which was filed with the Securities and Exchange Commission on March 16, 2026. With respect to each proposal, holders of the

Company’s Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record

date of March 13, 2026 (the “Record Date”). On the Record Date there were 4,498,675

shares of the Company’s Common Stock issued and outstanding and entitled to vote at the 2026 Annual Meeting.

The

following are the final results of voting on each of the proposals presented at the 2026 Annual Meeting:

Proposal

No. 1: Election of Directors

The

stockholders elected each of the six director nominees to serve on the Company’s board of directors until the 2027 Annual Meeting

of Stockholders and until such director’s successor has been duly elected and qualified.

Nominee

Votes

For

Votes

Withheld

Broker

Non-Votes

Maria

Zannes, JD

409,762

43,895

1,264,352

Steven

Girgenti

409,803

43,854

1,264,352

Peter

Knight

409,630

44,027

1,264,352

Jamie

Platt, PhD

412,154

41,503

1,264,352

Roberto

Rios

409,707

43,950

1,264,352

John

J. Oppenheimer, MD

409,883

43,774

1,264,352

Proposal

No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The

stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for

the fiscal year ending December 31, 2026.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

1,496,349

90,879

130,781

Proposal

No. 3: Warrant Exercise Proposal

The

stockholders approved the issuance of up to an aggregate of 271,500 shares of Common Stock upon the exercise of (i) 223,831 shares of

Common Stock issuable upon exercise of Common Stock purchase warrants issued in connection with the private placement offering that closed

on August 14, 2025 (the “August 2025 Common Warrants”), (ii) 47,669 shares of Common Stock issuable upon exercise of Common

Stock purchase warrants issued in connection with the warrant inducement transaction that closed on August 14, 2025 (the “August

2025 Inducement Warrants”, together the August 2025 Common Warrants and the Inducement Warrants, the “August 2025 Warrants”),

respectively, that may be equal to or exceed 20% of Common Stock outstanding before such offering.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

349,023

96,738

7,896

1,264,352

Proposal

No. 4: Warrant Anti-Dilution Adjustment Proposal

The

stockholders approved an anti-dilution provision of the August 2025 Warrants and the reduction in the exercise price of the August 2025

Warrants (subject to a floor price of $4.50 per share) and corresponding increase in the number of shares issuable upon exercise thereof

up to an aggregate maximum of 365,620 shares of Common Stock, resulting from the triggering of such anti-dilution provision.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

349,847

96,500

7,310

1,264,352

Proposal

No. 5: Series B Anti-Dilution Adjustment Proposal

The

stockholders approved an anti-dilution provision of the Series B Preferred Stock and the reduction in the exercise price of the Series

B Preferred Stock (subject to a floor price of $3.00 per share) and corresponding increase in the number of shares of Common Stock issuable

upon conversion of the Series B Preferred Stock thereof up to an aggregate of 131,884 shares of Common Stock, resulting from the triggering

of such anti-dilution provision.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

347,609

98,645

7,403

1,264,352

Proposal

No. 6: Plan Amendment Proposal

The

stockholders approved an amendment to the 2024 Plan to increase the number of shares of Common Stock reserved for issuance thereunder

to 1,000,000 shares from 66,666 shares.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

318,231

131,076

4,350

1,264,352

Proposal

No. 7: Offering Proposal

The

stockholders authorized the issuance of securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rule 5635(d).

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

324,423

123,864

5,370

1,264,352

Proposal

No. 8: Change of Control Proposal

The

stockholders approved any change in control under Nasdaq Marketplace Rule 5635(d) that may result from the potential issuance of securities

in the non-public offerings.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

332,920

116,278

4,459

1,264,352

Proposal

No. 9: Reverse Stock Split Proposal

The

stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, at the discretion of the Company’s

board of directors, to effect a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock,

as well as stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-250 (the “Range”), with the ratio

within such Range to be determined at the discretion of the Company’s board of directors and included in a public announcement,

subject to the authority of the Company’s board of directors to abandon such amendment.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

1,211,478

491,041

15,490

Proposal

No. 10: Adjournment Proposal

The

stockholders approved the adjournment of the 2026 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation

and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No.

3, Proposal No. 4, Proposal No. 5, Proposal No. 6, Proposal No. 7, Proposal No. 8, and/or Proposal No. 9. However, such an adjournment

was not necessary in light of the approval of Proposal Nos. 3, 4, 5, 6, 7, 8 and 9 at the 2026 Annual Meeting.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

1,228,944

468,211

20,854

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

First Amendment to bioAffinity Technologies, Inc. 2024 Incentive Compensation Plan

104

Cover

Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

bioAffinity

Technologies, Inc.

Dated:

April 30, 2026

By:

/s/

Maria Zannes

Maria

Zannes

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST

AMENDMENT

BIOAFFINITY

TECHNOLOGIES, INC.

2024

EQUITY INCENTIVE COMPENSATION PLAN

This

First Amendment (this “Amendment”) of the bioAffinity Technologies, Inc. 2024 Equity Incentive Plan (the “Plan”)

is effective as of April 30, 2026. All terms used but not defined herein shall have the meaning set forth in the Plan.

RECITALS

WHEREAS,

the Board of Directors (the “Board”) approved of the Amendment on January 15, 2026, and the Amendment was submitted

to the holders of the outstanding stock of the Company (the “Stockholders”) at the special meeting of the Company

held on April 30, 2026, and such Stockholders have approved the adoption of this Amendment.

AGREEMENT

NOW,

THEREFORE, the Plan is hereby amended as follows:

Section 4.1 of the Plan is hereby amended and restated as follows:

4.1

Share Limitation.

(a)

Subject to adjustment pursuant to Section 4.2 hereof, the maximum aggregate number of shares of Common Stock which may be issued under

all Awards granted to Participants under the Plan shall be 1,000,000 shares, all of which may, but need not, be issued in respect of

Incentive Stock Options.

(b)

Shares of Common Stock issued under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury.

Any shares of Common Stock subject to Awards that are settled in Common Stock shall be counted against the maximum share limitations

of this Section 4.1(a) as one share of Common Stock for every share of Common Stock subject thereto. To the extent that any Award under

the Plan payable in shares of Common Stock is forfeited, cancelled, returned to, or repurchased by the Company for failure to satisfy

vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder,

the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be

made subject to Awards under the Plan pursuant to such limitations. Shares of Common Stock that otherwise would have been issued upon

the exercise of a Stock Option or Stock Appreciation Right or in payment with respect to any other form of Award, that are surrendered

in payment or partial payment of the exercise price thereof and/or taxes withheld with respect to the exercise thereof or the making

of such payment, will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under

the Plan pursuant to such limitations.

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