bioAffinity Technologies (BIAF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2026, with in-person attendance and proxy voting options available for shareholders.

• Focus on advancing noninvasive diagnostics for lung cancer and other lung diseases, with CyPath® Lung seeing increased adoption.

• Board and management express gratitude for shareholder support and emphasize the importance of voting.

Voting matters and shareholder proposals

• Election of six director nominees 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, potentially exceeding 20% of outstanding stock.

• Approval of anti-dilution provisions and exercise price reductions for August 2025 Warrants and Series B Preferred Stock, with corresponding share increases.

• 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 for proposal approvals.

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 independent members.

• Directors encouraged to attend annual meetings; Code of Ethics and Insider Trading Policy in place.