As filed with the Securities and Exchange Commission on October 18, 2023
Commission File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
bioAffinity Technologies, Inc. | |
(Exact name of registrant as specified in its charter) | |
Delaware | 46-5211056 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
22211 W. Interstate 10, Suite 1206, San Antonio, Texas |
78257 |
(Address of Principal Executive Offices) | (Zip Code) |
bioAffinity Technologies, Inc. Amended and Restated 2014 Equity Incentive Plan | |
(Full title of the plan) | |
Maria Zannes President and Chief Executive Officer 22211 W Interstate 10 Suite 1206 San Antonio, Texas 78257 (210) 698-5334 | |
(Name and address of agent for service) | |
(Telephone number, including area code, of agent for service) | |
With copies to: Leslie Marlow, Esq. Melissa Palat Murawsky, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 (212) 885-5358 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
If 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 7(a)(2)(B) of the Securities Act.☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant hereby makes the following statement: This Registration Statement on Form S-8 is being filed by the Registrant to register an additional 574,253 shares of its common stock which, pursuant to an amendment to the Registrant’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), are issuable upon the grant, exercise or vesting of awards under the Plan. These 574,253 shares are in addition to the 1,043,552 shares of the Registrant’s common stock which were previously registered pursuant to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-271332) filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2023 (the “Prior Registration Statement”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement or, where so indicated have been previously filed and are incorporated herein by reference.
1 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, Texas, on October 18, 2023.
bioAffinity Technologies, Inc. | ||
By: | /s/ Maria Zannes | |
Maria Zannes | ||
President and Chief Executive Officer |
Each of the undersigned officers and directors of the Company hereby constitutes and appoints Steven Girgenti and Maria Zannes, and each of them, as his or her true and lawful attorneys-in-fact and agents, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-facts and agents full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title(s) | Date | ||
/s/ Maria Zannes | President and Chief Executive Officer | October 18, 2023 | ||
Maria Zannes | (Principal Executive Officer) and Director | |||
/s/ Michael Dougherty | Chief Financial Officer | October 18, 2023 | ||
Michael Dougherty | (Principal Financial and Accounting Officer) | |||
/s/ Steven Girgenti | Director | October 18, 2023 | ||
Steven Girgenti | ||||
/s/ Robert A. Anderson | Director | October 18, 2023 | ||
Robert A. Anderson | ||||
/s/ Stuart Diamond | Director | October 18, 2023 | ||
Stuart Diamond | ||||
/s/ Peter S. Knight | Director | October 18, 2023 | ||
Peter S. Knight | ||||
/s/ Mohsin Y. Meghji | Director | October 18, 2023 | ||
Mohsin Y. Meghji | ||||
/s/ Gary Rubin | Director | October 18, 2023 | ||
Gary Rubin | ||||
/s/ Roby Joyce, MD | Director | October 18, 2023 | ||
Roby Joyce, MD |