Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information.
Our
common stock, par value $0.007 per share (the “Common Stock”) trades under the symbol “BIAF.” Our tradeable warrants,
each to purchase one share of Common Stock (collectively, the “Tradeable Warrants”), trade under the symbol “BIAFW.”
Our Common Stock and Tradeable Warrants trade on The Nasdaq Capital Market.
Use
of Proceeds from Initial Public Offering
On
September 6, 2022, we completed our IPO of 1,282,600 Units at an Offering Price of $6.125 per Unit. Each Unit consisted of one share
of Common Stock, one Tradeable Warrant exercisable for the purchase of one share of Common Stock at an exercise price of $7.35 per share,
and one Non-tradeable Warrant exercisable for the purchase of one share of Common Stock at an exercise price of $7.656 per share. The
total number of shares of Common Stock sold in the IPO does not include the Over-Allotment Option that we granted to the Underwriters
to purchase additional shares of Common Stock, Tradeable Warrants, and/or Non-tradeable Warrants. The Underwriters exercised a portion
of their Over-Allotment Option and purchased 110,167 Tradeable Warrants at a purchase price of $0.01 per warrant, and 110,167 Non-tradeable
warrants at a purchase price of $0.01 per warrant. The shares of Common Stock and Tradeable Warrants underlying the Units offered in
our IPO and the Over-Allotment Option were registered for sale pursuant to our Registration Statement on Form S-1, as amended (File No.
333-264463), filed with and declared effective by the SEC on August 29, 2022.
The
aggregate offering price for the registered shares of Common Stock and Tradeable Warrants was approximately $7.9 million. We received
net proceeds of approximately $6.0 million from the IPO, after deducting underwriting discounts and commissions of approximately $0.7
million and offering expenses of approximately $1.2 million. The representative of the Underwriters was WallachBeth Capital, LLC. No
payments for the foregoing expenses were made by us to any of our officers, directors, or persons owning ten percent (10%) or more of
our Common Stock, or to the associates of any of the foregoing, or to their affiliates, other than payments in the ordinary course of
business to our officers for salaries, bonuses, and expense reimbursements.
15
There
has been no material change in the planned use of proceeds as described in our Final Prospectus filed with the SEC on September 2, 2022
(see https://www.sec.gov/Archives/edgar/data/1712762/000149315222024949/form424b4.htm ). The expected use of net proceeds from
the IPO represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular
uses for the proceeds of the IPO or the amounts that we will actually spend on the uses set forth above. Accordingly, our management
will have broad discretion in the application of the net proceeds we received from the IPO, and investors will be relying on the judgment
of our management regarding the application of our net proceeds. While we expect to use the net proceeds for the purposes described above,
the timing and amount of our actual expenditures will be based on many factors, including cash flows from operations, the anticipated
growth of our business, and the availability and terms of alternative financing sources to fund our growth.
Holders
of Record.
As
of March 20, 2023 , there were approximately 68
holders of record of shares of our Common Stock. This number does not reflect the beneficial holders of our common stock who hold
shares in street name through brokerage accounts or other nominees.
Dividends.
We
have never declared or paid any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if
any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the foreseeable
future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of
directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions,
capital requirements, business prospects, and other factors our board of directors may deem relevant.
Securities
Authorized for Issuance Under Equity Compensation Plans.
Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
5,456,344
$ 5.88
237,160
Equity compensation plans not approved by security holders
—
—
—
Total
5,456,344
$ 5.88
237,160
Item
6. [Reserved.]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.