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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
Date of Report (Date of earliest event reported) January 10, 2025
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) |
3300 Nacogdoches Road
Suite 216
San Antonio, Texas 78217
(210) 698-5334
(Address of principal executive offices and Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.007 per share | BIAF | The Nasdaq Stock Market LLC | ||
| Tradeable Warrants to purchase Common Stock | BIAFW | The Nasdaq Stock Market LLC |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2025, the Compensation Committee approved an amendment (the “Amendment”) to the employment agreement by and between bioAffinity Technologies, Inc. (the “Company”) and Maria Zannes, the Company’s Chief Executive Officer, to increase the annual base salary payable to Ms. Zannes pursuant to her employment agreement with the Company to $300,0000. In addition, the Amendment provides that the increase in base salary shall be retroactive to November 1, 2024.
The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1 | Amendment No. 2 to Employment Agreement with Maria Zannes | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline 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. | ||
| By: | /s/ Michael Edwards | |
| Michael Edwards | ||
| Chief Financial Officer | ||
| Dated: January 14, 2025 |
Exhibit 10.1
AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 effective as of January 10, 2025 (this “Amendment”), to the Employment Agreement, dated February 1, 2015, as amended by the amendment dated July 27, 2023 (the “Agreement”), is entered into by and between bioAffinity Technologies Inc. (the “Company”) and Maria Zannes (the “Employee”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. The first sentence of Section 4 of the Agreement is hereby deleted and replaced with the following:
“From and after the date of this Amendment and during the Employment Term, the Company shall pay Employee a base salary at the annual rate of Three Hundred Thousand Dollars ($300,000.00) per year, or such higher rate as may be determined from time-to-time by the Company (“Base Salary”). In addition, the increase in Base Salary shall be retroactive to November 1, 2024.
2. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
4. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of New York without regard to its choice or conflict of law principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| BIOAFFINITY TECHNOLOGIES INC. | ||
| By: | /s/ Michael Edwards | |
| Name: | Michael Edwards | |
| Title: | Chief Financial Officer | |
| /s/ Maria Zannes | ||
| Maria Zannes | ||