bioAffinity Technologies (BIAF) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for December 2024 to vote on key proposals related to recent financing activities.

• Focus on advancing noninvasive lung cancer diagnostics and leveraging new capital for growth and development.

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

Voting matters and shareholder proposals

• Proposal to approve issuance of up to 2,724,230 shares of common stock upon exercise of warrants from the October 2024 direct and private placement offerings.

• Proposal to approve adjournment of the Special Meeting if more time is needed to solicit votes for the warrant exercise.

• Board recommends voting FOR both proposals.

• Stockholders of record as of November 15, 2024, are eligible to vote; one vote per share.

• Majority of shares present in person or by proxy required for approval; abstentions count as votes against.

Board of directors and corporate governance

• Board and management have entered into lock-up agreements restricting sale or transfer of securities for 60 days post-offering.

• Certain stockholders holding over 16% of shares have agreed to vote in favor of the warrant exercise and adjournment proposals.

• Board and management have discretion over use of offering proceeds.