BIOAFFINITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT 1,285,325 UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS; EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKUnderwriting Agreement • August 5th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as representative (the “Representative”), an aggregate of 1,285,325 units (“Units”) at an estimated initial public offering price between $6.00 and $6.25 per Unit (the “Price Range”). Each Unit will consist of: (i) one share of the Company’s common stock, $0.007 par value per share (the “Common Stock”); (ii) one five year tradeable warrant (“Tradeable Warrant”) to purchase one share of Common Stock at an exercise price equal to 120% of the assumed per-Unit Offering Price (defined below) of $6.125, which is the midpoint of the Price Range; and one five year non-tradeable warrant (“Non-Tradeable Warrant”) to purchase one share of Common Stock (“Warrant Shares”) at an exercise price equal to 125% of the
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • August 5th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between bioAffinity Technologies, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
