bioAffinity clears two Nasdaq deficiencies and its hearing is cancelled, leaving about 592,373 shares outstanding

by Wesley Stroud · September 10, 2026

Micro-Cap Markets Correspondent, The MicroCap Herald

bioAffinity Technologies, Inc. said on Wednesday that it has regained compliance with Nasdaq's continued listing standards, and that a Hearings Panel proceeding it had been pushed into over the summer has been cancelled. The San Antonio company's common stock trades on the Nasdaq Capital Market under BIAF and its warrants under BIAFW.

Two separate deficiencies were resolved, not one. The company said a Nasdaq letter dated Sept. 8, 2026 confirmed compliance with Listing Rule 5550(a)(2), the requirement that a listed security maintain a minimum bid price of at least $1 per share, and with Listing Rule 5560(a), which governs the continued listing of rights and warrants. Rule 5560(a) provides that for rights and warrants "the underlying security must remain listed on Nasdaq or be a Covered Security, and there must be at least two registered and active Market Makers, one of which may be a Market Maker entering a stabilizing bid." On the plain terms of that rule, the publicly traded BIAFW warrants were exposed to the outcome of the case over the common stock. The Herald read the Sept. 9 release and the corresponding Form 8-K in full: they identify these two rules and no others, and neither discloses the date on which the rights-and-warrants deficiency was first notified. That date could not be established from the documents reviewed here.

"We are pleased to have regained full compliance with Nasdaq's listing standards," said Maria Zannes, president and chief executive, in the Sept. 9 release. In the same quoted passage she said maintaining the listing allows the company to remain focused on expanding access to its noninvasive CyPath Lung test for lung cancer and continuing development of its broader pipeline.

The route bioAffinity took to get there is the part worth understanding, because it is the route available to any small-cap issuer that has already split its stock once.

According to a Form 8-K filed July 31, the company received notice on July 30, 2026 that its bid price had closed below $1.00 over 30 consecutive business days, from June 16 to July 29, 2026. Ordinarily that notice would have started a 180-day clock. It did not. The filing cites Nasdaq Listing Rule 5810(c)(3)(A)(iv) by number; the rule itself, as published in Nasdaq's rulebook, provides that where a company fails the minimum bid price requirement and "has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A)." bioAffinity had effected a 1-for-30 reverse split on Sept. 19, 2025 — inside the one-year window.

With no cure period available, the only avenue left was an appeal. The July filing describes the notice as a Staff Determination; it does not use the phrase "delisting determination." The company said it intended to submit an appeal to Nasdaq on Aug. 6, 2026, and a Hearings Panel hearing was subsequently scheduled for Sept. 8.

It then split again. On Aug. 24, 2026, bioAffinity effected a 1-for-15 reverse split, effective, in the company's words, "commencing with the opening of trading on the Nasdaq Capital Market on August 24, 2026." The stated purpose was explicit: the split "is primarily intended to bring the Company into compliance with Nasdaq's minimum bid price requirement." The company reported approximately 592,373 shares of common stock issued and outstanding after the split, under a new CUSIP, 09076W406. Shareholders who would have received fractional shares received cash in lieu. Proportionate adjustments were made to warrant exercise prices and the number of shares underlying them, though the CUSIP for the publicly traded warrants did not change; the announcement does not state the adjusted exercise price, so the Herald cannot say from it whether those warrants are currently in or out of the money. VStock Transfer LLC acted as exchange agent. The announcement does not say whether the authorized share count was reduced in proportion — the same question that determines how much room a company has to issue new stock after a consolidation.

The calendar then did the rest. Nasdaq Rule 5810(c)(3)(A) provides that "compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days" — a minimum rather than a fixed count, with staff discretion to require longer in some circumstances. Counting from Monday, Aug. 24, the first split-adjusted session, the tenth consecutive business day was Friday, Sept. 4, with Labor Day falling on Monday, Sept. 7. Nasdaq's compliance letter is dated Tuesday, Sept. 8, the first business day after the holiday, and the Hearings Panel hearing scheduled for that same date was cancelled. That sequencing is the Herald's calculation from dates disclosed in the company's own filings; Nasdaq did not publish its working, and the letter does not state which ten sessions it relied on.

The relief is real, and so is what it leaves behind. Two reverse splits — 1-for-30 in September 2025 and 1-for-15 in August 2026 — multiply, by the Herald's arithmetic from the two disclosed ratios, to a cumulative 450-to-1 inside a two-year window. That is above the 250-to-1 threshold written into Rule 5810(c)(3)(A)(iv). Nearer term, the one-year prong of the same rule is the binding one: the August split sits inside it until Aug. 24, 2027. On the plain terms of the rule as published, a further failure of the minimum bid price requirement while either lookback still captures those splits would again leave the company ineligible for any compliance period, and again route it directly to an appeal rather than a cure window. Wednesday's announcement does not restore the ordinary 180-day safety net.

The post-split share count is small enough to be worth setting against the rest of the continued listing standards. Nasdaq Rule 5550(a) requires at least two registered and active market makers, a minimum bid price of at least $1 per share, at least 300 public holders, at least 500,000 publicly held shares, market value of publicly held shares of at least $1 million and market value of listed securities of at least $5 million. bioAffinity reported approximately 592,373 total shares outstanding after Aug. 24. Publicly held shares are a narrower figure than shares outstanding, since the count excludes holdings by officers, directors and 10% holders, and the company has not disclosed that number publicly. The cushion against the 500,000-share standard therefore cannot be quantified from the disclosures reviewed here. Separately, Rule 5550(b) requires a Capital Market issuer to satisfy at least one of stockholders' equity of $2.5 million, market value of listed securities of $35 million, or net income from continuing operations of $500,000; neither Nasdaq letter described in these disclosures concerns that rule, and the Herald did not determine from the documents reviewed which of those standards the company meets.

On the operating side, bioAffinity reported second-quarter results on Aug. 7. Revenue was $1,510,579, up from $1,269,483 in the same quarter of 2025. GAAP net loss narrowed to $3,366,082 from $4,060,787, while operating expenses rose to $4,845,443 from $3,785,043. Cash and cash equivalents stood at $2,429,719 as of June 30, 2026. The company said it completed a public offering in June 2026 that generated approximately $3.2 million in gross proceeds "to support commercialization activities, clinical development, and general corporate purposes"; the release does not describe the structure of that offering or state whether warrants were issued in it. The release carries no going-concern or substantial-doubt language and gives no runway estimate — an observation about the earnings release, which is what the Herald reviewed, and not about the going-concern discussion or notes in the company's Form 10-Q for the same period, which the Herald has not reviewed.

The commercial figures the company highlighted concern test volume rather than profitability. bioAffinity said CyPath Lung test volume rose 216% year over year in the second quarter, and that it delivered 1,097 test reports in the first six months of 2026 against 390 in the comparable 2025 period. The release states that CyPath Lung "is marketed as a Laboratory Developed Test (LDT) and is not intended for use as a sole diagnostic tool and should be considered alongside other clinical findings," and that LDTs "are overseen under the Clinical Laboratory Improvement Amendments (CLIA), which are administered by the Centers for Medicare & Medicaid Services." It makes no reference to FDA clearance or approval, and readers should not infer one.

On the clinical side, the same release says the company's longitudinal trial has begun patient enrollment at 11 clinical sites, including nine Department of Veterans Affairs and military medical centers. Enrollment beginning is not enrollment completed: the release reports no interim or topline results from that trial, no enrollment target and no completion date, and describes no regulatory submission.

The gap between a quarterly operating loss of roughly $3.4 million and $2.4 million of cash at the end of that quarter is the context in which any future financing would occur, and any financing at a company with fewer than 600,000 shares outstanding is arithmetically dilutive on a scale that shareholders of larger issuers do not encounter. The company has not announced a financing.

For now, the listing is intact and the hearing is off the calendar. Both Nasdaq deficiencies described in the Sept. 9 release are resolved, and in the language of the company's own disclosure, "the Company is required to maintain ongoing compliance with all applicable Nasdaq listing requirements to remain listed on the Nasdaq Capital Market."