0001712762
false
--12-31
0001712762
2023-06-07
2023-06-07
0001712762
BIAF:CommonStockParValue.007PerShareMember
2023-06-07
2023-06-07
0001712762
BIAF:TradeableWarrantsToPurchaseCommonStockMember
2023-06-07
2023-06-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
June
7, 2023 (June 6, 2023)
Date
of Report (Date of earliest event reported)
bioAffinity
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41463 |
|
46-5211056 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
Item
5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 6, 2023, bioAffinity Technologies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the
“Annual Meeting”). As discussed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”),
the Company’s stockholders voted at the Annual Meeting to approve an amendment to the bioAffinity Technologies, Inc. 2014 Equity
Incentive Plan (the “Incentive Plan”) to increase the number of shares of the Company’s common stock,
par value $0.007 per share (the “Common Stock”), reserved for issuance with respect to awards granted under
the Incentive Plan from 1,142,857 shares to 2,000,000 shares.
The
Company’s board of directors (the “Board”) voted to approve the amendment to the Incentive Plan on March
27, 2023. Having obtained the requisite stockholder approval for the Incentive Plan amendment at the Annual Meeting, the bioAffinity
Technologies, Inc. Amended and Restated 2014 Equity Incentive Plan (the “Amended and Restated Incentive Plan”)
became effective on June 6, 2023. For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive
Plan amendment, see “Proposal No. 2” on pages 15–19 of the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”).
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated
Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
discussed in Item 5.07 of this Form 8-K, the Company’s stockholders voted at the Annual Meeting to approve an amendment to the
Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase
the number of shares of Common Stock authorized for issuance under the Certificate of Incorporation from 14,285,715 shares to 25,000,000
shares (such amendment, the “Share Increase Amendment”). Under Delaware law, approval of the Share Increase
Amendment required the affirmative vote of a majority of the outstanding shares of the Company’s Common Stock. For a summary of
the terms, purpose, and effect of the Share Increase Amendment, see “Proposal No. 3” on pages 20–21 of the Company’s
Proxy Statement.
The
Board voted to approve the Share Increase Amendment on March 27, 2023. Having obtained the requisite stockholder approval for the Share
Increase Amendment at the Annual Meeting, the Board filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of the State of Delaware on June 6, 2023. The Share Increase Amendment
became effective upon the acceptance by the Delaware Secretary of State of the Certificate of Amendment on June 7, 2023.
Pursuant to the Certificate of Amendment, the number of shares of Common Stock authorized for issuance under Section 4 of
the Certificate of Incorporation were increased to 25,000,000 shares.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of
Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its 2023 Annual Meeting of Stockholders both in person at the Company’s principal office and virtually via a live
webcast on June 6, 2023.
The
Company’s stockholders voted on four proposals at the Annual Meeting, each of which is listed below and described in more detail
in the Company’s Proxy Statement. 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 April 14, 2023. At the beginning of the Annual
Meeting, holders of Common Stock representing 6,433,619 votes were represented in person or by proxy at the Annual Meeting, which
represented 75.43% of the voting power of the 8,529,238 shares of Common Stock entitled to vote at the Annual Meeting and constituted
a quorum for the transaction of business.
At
the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. | To
elect seven directors to serve on the Board until the next Annual Meeting of Stockholders
and until their successors are duly elected and qualified; |
| 2. | To
consider and approve an amendment to the bioAffinity Technologies, Inc. 2014 Equity Incentive
Plan to increase the number of shares of Common Stock reserved for issuance with respect
to awards granted under the Incentive Plan from 1,142,857 shares to 2,000,000 shares; |
| 3. | To
consider and approve an amendment to the Company’s Amended and Restated Certificate
of Incorporation to increase the number of shares of Common Stock authorized for issuance
from 14,285,715 shares to 25,000,000 shares; and |
| 4. | To
ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023. |
The
final results of voting on each of the proposals presented at the Annual Meeting, as certified by the Company’s independent inspector
of election, are set forth below.
Proposal
No. 1: Election of Directors.
The
stockholders elected each of the seven director nominees to serve on the Board until the 2024 Annual Meeting of Stockholders and until
such director’s successor has been duly elected and qualified. The results of the vote taken were as follows:
Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
Maria Zannes | |
| 4,812,018 | | |
| 16,564 | | |
| 81,181 | | |
| 1,523,856 | |
Steven Girgenti | |
| 4,803,325 | | |
| 25,401 | | |
| 81,037 | | |
| 1,523,856 | |
Robert Anderson | |
| 4,794,664 | | |
| 32,430 | | |
| 82,669 | | |
| 1,523,856 | |
Stuart Diamond | |
| 4,803,266 | | |
| 25,260 | | |
| 81,237 | | |
| 1,523,856 | |
Peter Knight | |
| 4,792,806 | | |
| 34,088 | | |
| 82,869 | | |
| 1,523,856 | |
Mohsin Meghji | |
| 4,806,317 | | |
| 20,577 | | |
| 82,869 | | |
| 1,523,856 | |
Gary Rubin | |
| 4,804,751 | | |
| 22,137 | | |
| 82,875 | | |
| 1,430,549 | |
Proposal
No. 2: Amendment to the bioAffinity Technologies, Inc. 2014 Equity Incentive Plan
The
stockholders approved the amendment to the Company’s Incentive Plan, resulting in the Amended and Restated Incentive Plan becoming
effective on June 6, 2023, as discussed in Item 5.02(e) of this Form 8-K. The results of the vote taken were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
4,687,779 |
|
129,731 |
|
92,253 |
|
1,523,856 |
Proposal
No. 3: Share Increase Amendment to the Certificate of Incorporation
The
stockholders approved the Share Increase Amendment to the Company’s Certificate of Incorporation. As discussed in Item 5.03 of
this Form 8-K, approval of the Share Increase Amendment required the affirmative vote of a majority of the outstanding shares of the
Company’s Common Stock. The results of the vote taken were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
4,748,470 |
|
68,889 |
|
92,404 |
|
1,523,856 |
Proposal
No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The
stockholders ratified the appointment by the Board’s Audit Committee of WithumSmith+Brown, PC as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote taken were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
6,340,312 |
|
4,857 |
|
88,450 |
|
— |