bioAffinity Technologies (BIAF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 25, 2025, to address key governance and capital structure proposals.

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

• Board and management express gratitude for shareholder support and encourage proxy voting.

Voting matters and shareholder proposals

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

• Ratification of WithumSmith + Brown, PC as independent auditor for fiscal year 2025.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-100, at Board discretion.

• Approval for issuance of up to 2,926,166 shares upon exercise of warrants from a February 2025 private placement.

• Approval to increase authorized common stock from 100,000,000 to 350,000,000 shares.

• Approval of anti-dilution adjustment for May 2025 warrants, potentially increasing shares issuable by up to 49,907,811.

• Approval to adjourn the meeting if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• Board to be reduced from eight to seven members; all current directors except one are nominated for re-election.

• Majority of directors are independent under Nasdaq rules; Board committees include Audit, Compensation, and Nominating and Corporate Governance.

• Leadership structure separates CEO and Executive Chairman roles.

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