bioAffinity Technologies (BIAF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2026, with in-person attendance at the principal office in San Antonio, Texas.

• Key focus on advancing noninvasive diagnostics for lung cancer and expanding adoption of CyPath® Lung test.

• Stockholders encouraged to vote via internet, phone, or mail; proxy materials available online.

Voting matters and shareholder proposals

• Election of six directors to serve until the next annual meeting.

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year ending December 31, 2026.

• Approval of issuance of up to 271,500 shares upon exercise of August 2025 Warrants.

• Approval of anti-dilution provisions and exercise price reductions for August 2025 Warrants and Series B Preferred Stock, potentially increasing shares issuable.

• Amendment to 2024 Equity Incentive Plan to increase reserved shares from 66,666 to 1,000,000.

• Authorization to issue securities in non-public offerings and approval of any resulting change of control.

• Approval of a reverse stock split at a ratio of 1-for-2 to 1-for-250, at Board discretion.

• Adjournment proposal to allow further solicitation if necessary.

Board of directors and corporate governance

• Board consists of eight directors, with six nominated for re-election; majority are independent per Nasdaq rules.

• Leadership structure separates CEO and Executive Chairman roles.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters.

• Directors encouraged to attend annual meetings; code of ethics and insider trading policy in place.