bioAffinity Technologies, Inc. (BIAF) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: December 22, 2025

Risk Assessment Details

Potential Dilution: 20.01% of current shares
Recent Dilution: 155.77% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
4.5M
Potential Supply
900K
Additional shares possible
Splits
None
Past 2 years

Summary

BIAF currently has 4.5M outstanding shares. with moderate dilution risk from 900K authorized shares representing 20.0% potential dilution. The company has significantly diluted shareholders by 155.77% over the past 2 years, indicating aggressive capital raising.

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
Dec 22, 2025

8-K filing: Dr. Joyce transferred 100% of the issued and outstanding stock of Village Oaks Pathology to Dr. Humphreys.

4.5M 900K
Nov 14, 2025

10-Q filing | 4.5M shares outstanding

4.5M 900K
Oct 09, 2025

8-K filing: bioAffinity Technologies, Inc. completed a registered direct offering of 720,000 shares of common stock at an aggregate gross proceeds of approximately $1.8 million. ($1.8M proceeds)

3.1M 900K
Sep 30, 2025
Stock Split

8-K filing: bioAffinity Technologies, Inc. consummated a public offering of 1,047,694 shares of common stock and pre-funded warrants to purchase up to 874,067 shares of common stock, resulting in gross proceeds of approximately $4.8 million before deducting fees and expenses. ($4.8M proceeds)

3.1M 1.6M
Sep 25, 2025

S-1/A filing: This S-1/A filing from bioAffinity Technologies, Inc. relates to an offering of up to 729,927 shares of common stock, pre-funded warrants to purchase up to 729,927 shares of common stock, and placement agent warrants to purchase up to 21,898 shares of common stock.

1.4M 1.6M
Sep 02, 2025

8-K filing: bioAffinity Technologies, Inc. amended the May 2025 Warrants and the August 2025 Warrants to increase the Floor Price from $0.10 to $0.15, reducing the number of shares issuable upon exercise of the May 2025 Warrants from 53,377,497 to 35,584,997.

30M 26M
Aug 29, 2025

S-1 filing: This prospectus relates to the resale from time to time of up to 12,611,253 shares of common stock of bioAffinity Technologies, Inc. by the Selling Stockholders identified in this prospectus.

30M 26M
Aug 14, 2025

8-K filing: bioAffinity Technologies, Inc. completed a private placement of Series B Convertible Preferred Stock and warrants, a warrant inducement transaction, and amended its certificate of incorporation to increase the number of authorized shares of common stock. ($1.45M proceeds)

27M 14M
Aug 14, 2025

10-Q filing | 28.5M shares outstanding

28M 14M
Jun 27, 2025

POS AM filing: This prospectus relates to the resale from time to time of up to 2,851,586 shares of common stock of bioAffinity Technologies, Inc., consisting of shares issuable upon the exercise of warrants and shares previously issued upon the exercise of warrants.

27M 14M
Jun 27, 2025

POS AM filing: This prospectus relates to the issuance by bioAffinity Technologies, Inc. of 4,305,713 shares of common stock upon exercise of outstanding warrants and 55,116 shares of Common Stock underlying Placement Agent Warrants and Representative's Warrants.

27M 14M
May 15, 2025

10-Q filing | 27.2M shares outstanding

27M 16M
May 08, 2025

8-K filing: bioAffinity Technologies, Inc. consummated a public offering of 7,784,904 shares of common stock, pre-funded warrants to purchase up to 2,371,346 shares of common stock, and warrants to purchase up to 15,234,375 shares of common stock, with aggregate gross proceeds of approximately $3.2 million. ($3.23M proceeds)

27M 16M
May 05, 2025

S-1/A filing: The filing is for an offering of common stock and warrants to raise capital for working capital and general corporate purposes. bioAffinity intends to offer 7,014,028 shares of Common Stock, pre-funded warrants, and May 2025 warrants. Placement Agent: WallachBeth Capital, LLC

18M 16M
May 02, 2025

S-1 filing: bioAffinity Technologies, Inc. is offering shares of common stock and pre-funded warrants, along with accompanying April 2025 warrants, for working capital and general corporate purposes.

18M 16M
Apr 11, 2025

S-1 filing: This prospectus relates to the resale from time to time of up to 3,013,951 shares of common stock of bioAffinity Technologies, Inc. by the Selling Stockholders identified in this prospectus.

18M 9.2M
Mar 31, 2025

10-K filing | 18.3M shares outstanding

18M 6.2M
Nov 27, 2024

S-1 filing: This prospectus relates to the resale from time to time of up to 2,724,230 shares of common stock of bioAffinity Technologies, Inc. by the Selling Stockholders identified in this prospectus.

16M 6.2M
Nov 14, 2024

10-Q filing | 15.6M shares outstanding

16M 3.4M
Oct 21, 2024

8-K filing: bioAffinity Technologies, Inc. completed a registered direct offering of 2,048,294 shares of common stock and a concurrent private placement of warrants to purchase 2,662,782 shares of common stock for gross proceeds of approximately $2,662,782 on October 21, 2024. ($2.66M proceeds)

13M 3.4M
Sep 11, 2024

S-1 filing: This S-1 filing relates to the resale from time to time of up to 1,801,944 shares of common stock of bioAffinity Technologies, Inc. by the Selling Stockholders.

13M 3.4M
Aug 14, 2024

10-Q filing | 13.4M shares outstanding

13M 1.6M
Aug 05, 2024

8-K filing: bioAffinity Technologies, Inc. completed a warrant inducement agreement with certain holders to exercise warrants for 1,041,667 shares at $1.25 per share, resulting in gross proceeds of $1.3 million, and also entered into a registered direct offering to issue 360,000 shares of common stock and warrants to purchase 450,000 shares for gross proceeds of $450,000. ($1.75M proceeds)

12M 1.6M
May 15, 2024

10-Q filing | 11.7M shares outstanding

12M 1.6M
Apr 05, 2024

POS AM filing: This POS AM filing relates to the registration of 4,305,813 shares of common stock underlying tradeable and non-tradeable warrants issued in the company's IPO, 29,464 shares of common stock underlying warrants issued to the placement agent for the company's convertible bridge note offering in 2021, and 25,652 shares of common stock underlying warrants issued to the representative of the underwriters for the company's IPO.

13M 1.6M
Apr 04, 2024

S-1 filing: This prospectus relates to the resale from time to time of up to 1,632,000 shares of common stock by the Selling Stockholders, including shares issuable upon exercise of Common Warrants and Placement Agent Warrants.

13M 1.6M
Apr 02, 2024

POS AM filing: bioAffinity Technologies, Inc. is offering shares of common stock issuable upon exercise of warrants. The company intends to use any net proceeds from the exercise of Warrants, Placement Agent Warrants and Representative's Warrants for cash for general corporate purposes.

12M 0
Apr 01, 2024

10-K filing | 11.5M shares outstanding

12M 190K
Mar 13, 2024

8-K filing: On March 8, 2024, bioAffinity Technologies, Inc. issued 1,600,000 shares of common stock and warrants to purchase an aggregate of 1,600,000 shares of common stock to certain investors in a registered direct offering and concurrent private placement.

5.8M 190K
Mar 08, 2024

8-K filing: bioAffinity Technologies, Inc. entered into a Securities Purchase Agreement to issue 1,600,000 shares of common stock in a registered direct offering and warrants to purchase 1,600,000 shares of common stock in a concurrent private placement, expecting to receive gross proceeds of approximately $2.5 million. ($2.5M proceeds)

5.8M 190K
Nov 16, 2023

S-3 filing: BioAffinity Technologies, Inc. files an S-3 form to offer and sell up to $25,000,000 of any combination of common stock, preferred stock, debt securities, warrants or units.

5.8M 190K
Nov 14, 2023

10-Q filing | 8.7M shares outstanding

8.7M 190K
Sep 25, 2023

RW filing: bioAffinity Technologies, Inc. requests the withdrawal of their Registration Statement on Form S-1, File No. 333-274608, as they do not intend to conduct the offering of shares of common stock due to changed circumstances.

9.4M 190K
Sep 20, 2023

8-K filing: bioAffinity Technologies, Inc.'s subsidiary, Precision Pathology Laboratory Services LLC, acquired a clinical anatomic and clinical pathology laboratory business from Village Oaks Pathology Services, P.A., issuing 564,972 shares of restricted common stock to the Joyce Living Trust as part of the consideration. ($1.0M proceeds)

8.5M 3.3M
Sep 20, 2023

S-1 filing: Offering of 3,086,419 Units, each Unit consisting of one share of our Common Stock and one five-year Warrant to purchase one share of our Common Stock at an exercise price equal to $[●], for working capital and general corporate purposes.

9.4M 3.3M
Aug 14, 2023

10-Q filing | 8.5M shares outstanding

8.5M 190K
May 15, 2023

10-Q filing | 8.4M shares outstanding

8.4M 190K
Mar 31, 2023

10-K filing | 8.5M shares outstanding

8.5M 190K
Nov 14, 2022

10-Q filing | 8.4M shares outstanding

8.4M 190K
Aug 18, 2022

S-1/A filing: bioAffinity Technologies, Inc. is offering units of common stock and warrants, and has granted underwriters a 45-day option to purchase additional shares of common stock and warrants. Immediately prior to the closing of this Offering, all of the issued and outstanding shares of Series A Preferred Stock will be automatically converted into fully paid and nonassessable shares of Common Stock

N/A 190K
Aug 05, 2022

S-1/A filing: bioAffinity Technologies, Inc. is offering units of common stock and warrants, and has granted underwriters an option to purchase additional shares. The filing also discusses a reverse stock split and the conversion of Series A Preferred Stock to Common Stock.

N/A 190K
Aug 02, 2022

S-1/A filing: bioAffinity Technologies, Inc. is offering (i) up to 1,180,000 Units, each Unit consisting of (a) one share of common stock, (b) one tradeable warrant, and (c) one non-tradeable warrant; (ii) a warrant to purchase up to 23,600 shares of Common Stock; (iii) a warrant to purchase up to 29,464 shares of Common Stock; and (iv) up to an additional 177,000 shares of Common Stock, Tradeable Warrants and Non-tradeable Warrants any or all of which may be sold pursuant to the exercise of an over-allotment option granted to the underwriters.

N/A 1.4M
Jul 28, 2022

S-1/A filing: This S-1/A filing relates to an offering of units, with underwriters receiving warrants to purchase common stock. Certain stockholders have indicated interest in purchasing approximately 11.85% of the units in this offering.

N/A 370K
Jun 16, 2022

S-1/A filing: bioAffinity Technologies, Inc. is filing an S-1/A to offer units of common stock and warrants, with WallachBeth Capital, LLC as the sole book-running manager.

N/A 370K
May 25, 2022

S-1/A filing: This S-1/A filing relates to an offering of common stock and warrants, with WallachBeth Capital, LLC acting as the sole book-running manager. A 1-for-7 reverse split of common stock will occur before the offering. The underwriters also have a 45-day option to purchase additional shares and/or warrants.

N/A 370K
Apr 25, 2022

S-1 filing: bioAffinity Technologies, Inc. is conducting an initial public offering of its common stock, with WallachBeth Capital, LLC as the sole book-running manager. Additionally, the company is issuing warrants to the underwriter and the placement agent.

N/A 370K
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