bioAffinity Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting (as defined below) of bioAffinity Technologies, Inc. (the “Company”), stockholders approved an amendment to the Company’s 2024 Equity Incentive Compensation Plan (the “2024 Plan”) to increase the number of shares of common stock, par value $0.007 per share (the “Common Stock”), reserved for issuance thereunder to 1,000,000 from 66,666 shares (the “Plan Amendment”).
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company held on April 30, 2026, the Company’s stockholders voted on ten proposals, each of which is listed below and described in more detail in the Company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on March 16, 2026. With respect to each proposal, holders of the Company’s Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of March 13, 2026 (the “Record Date”). On the Record Date there were 4,498,675 shares of the Company’s Common Stock issued and outstanding and entitled to vote at the 2026 Annual Meeting.
The following are the final results of voting on each of the proposals presented at the 2026 Annual Meeting:
Proposal No. 1: Election of Directors
The stockholders elected each of the six director nominees to serve on the Company’s board of directors until the 2027 Annual Meeting of Stockholders and until such director’s successor has been duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Maria Zannes, JD | 409,762 | 43,895 | 1,264,352 | |||
| Steven Girgenti | 409,803 | 43,854 | 1,264,352 | |||
| Peter Knight | 409,630 | 44,027 | 1,264,352 | |||
| Jamie Platt, PhD | 412,154 | 41,503 | 1,264,352 | |||
| Roberto Rios | 409,707 | 43,950 | 1,264,352 | |||
| John J. Oppenheimer, MD | 409,883 | 43,774 | 1,264,352 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,496,349 | 90,879 | 130,781 | - |
Proposal No. 3: Warrant Exercise Proposal
The stockholders approved the issuance of up to an aggregate of 271,500 shares of Common Stock upon the exercise of (i) 223,831 shares of Common Stock issuable upon exercise of Common Stock purchase warrants issued in connection with the private placement offering that closed on August 14, 2025 (the “August 2025 Common Warrants”), (ii) 47,669 shares of Common Stock issuable upon exercise of Common Stock purchase warrants issued in connection with the warrant inducement transaction that closed on August 14, 2025 (the “August 2025 Inducement Warrants”, together the August 2025 Common Warrants and the Inducement Warrants, the “August 2025 Warrants”), respectively, that may be equal to or exceed 20% of Common Stock outstanding before such offering.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 349,023 | 96,738 | 7,896 | 1,264,352 |
Proposal No. 4: Warrant Anti-Dilution Adjustment Proposal
The stockholders approved an anti-dilution provision of the August 2025 Warrants and the reduction in the exercise price of the August 2025 Warrants (subject to a floor price of $4.50 per share) and corresponding increase in the number of shares issuable upon exercise thereof up to an aggregate maximum of 365,620 shares of Common Stock, resulting from the triggering of such anti-dilution provision.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 349,847 | 96,500 | 7,310 | 1,264,352 |
Proposal No. 5: Series B Anti-Dilution Adjustment Proposal
The stockholders approved an anti-dilution provision of the Series B Preferred Stock and the reduction in the exercise price of the Series B Preferred Stock (subject to a floor price of $3.00 per share) and corresponding increase in the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock thereof up to an aggregate of 131,884 shares of Common Stock, resulting from the triggering of such anti-dilution provision.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 347,609 | 98,645 | 7,403 | 1,264,352 |
Proposal No. 6: Plan Amendment Proposal
The stockholders approved an amendment to the 2024 Plan to increase the number of shares of Common Stock reserved for issuance thereunder to 1,000,000 shares from 66,666 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 318,231 | 131,076 | 4,350 | 1,264,352 |
Proposal No. 7: Offering Proposal
The stockholders authorized the issuance of securities in one or more non-public offerings in accordance with Nasdaq Marketplace Rule 5635(d).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 324,423 | 123,864 | 5,370 | 1,264,352 |
Proposal No. 8: Change of Control Proposal
The stockholders approved any change in control under Nasdaq Marketplace Rule 5635(d) that may result from the potential issuance of securities in the non-public offerings.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 332,920 | 116,278 | 4,459 | 1,264,352 |
Proposal No. 9: Reverse Stock Split Proposal
The stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, at the discretion of the Company’s board of directors, to effect a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock, as well as stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-250 (the “Range”), with the ratio within such Range to be determined at the discretion of the Company’s board of directors and included in a public announcement, subject to the authority of the Company’s board of directors to abandon such amendment.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,211,478 | 491,041 | 15,490 | - |
Proposal No. 10: Adjournment Proposal
The stockholders approved the adjournment of the 2026 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 3, Proposal No. 4, Proposal No. 5, Proposal No. 6, Proposal No. 7, Proposal No. 8, and/or Proposal No. 9. However, such an adjournment was not necessary in light of the approval of Proposal Nos. 3, 4, 5, 6, 7, 8 and 9 at the 2026 Annual Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,228,944 | 468,211 | 20,854 | - |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit Number |
Description | |
| 10.1 | First Amendment to bioAffinity Technologies, Inc. 2024 Incentive Compensation Plan | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| bioAffinity Technologies, Inc. | ||
| Dated: April 30, 2026 | By: | /s/ Maria Zannes |
| Maria Zannes | ||
| President and Chief Executive Officer | ||