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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 538 added, 530 removed, 563 unchanged (65% of the section changed)

4 unchanged sentences

summarized, and reported within the time periods specified under the rules of the SEC.

of December 31, 2023, the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer evaluated

the effectiveness of our “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

Rules 13a-15(e)and 15d-15(e)).

As of December 31, 2024, the end of the period

covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our “disclosure

controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act\.

The Chief Executive Officer and Chief Financial

Officer assessed the effectiveness of our internal controls over financial reporting as of December31, 2023.

Based on their assessment,

they have concluded that, as of December 31, 2023, our internal controls over financial reporting is effective.

Officer assessed the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based on their assessment, they

have concluded that, as of December 31, 2024, our disclosure controls and procedures are effective.

Control over Financial Reporting

30 unchanged sentences

our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2024.

of December 31, 2023, we are a non-accelerated filer, our independent registered accounting firm is not required to issue an attestation

report on our internal control over financial reporting .

in Internal Control over Financial Reporting

Company introduced several internal controls (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) over financial reporting

during the 3 months ended December 31, 2023, covered by this Annual Report that could materially affect, or are reasonably likely to

materially affect, our financial reporting.

The Company increased accounting personnel and implemented segregation of preparer and approver

duties for all material financial transactional procedures.

Furthermore, the Company implemented several monitoring controls over financial

reporting including, but not limited to, monthly checklist, monthly account variance analysis, management financial reporting analysis

and dual segregated account reconciliations.

All vendor payments have been transitioned from manual procedures to automated tool requiring

dual roles and responsibilities for recording, approving and releasing payments.

of December 31, 2024, we are a non-accelerated filer, and our independent registered accounting firm is not required to issue an

attestation report on our internal control over financial reporting .

Other Information.

3 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

The information required by this item of Form 10-K will be included under the caption “Directors, Executive

Officers, and Corporate Governance” in our proxy statement for our 2024 annual meeting of stockholders (the “2024 Proxy Statement”),

and is incorporated by reference herein.

information required by this item of this Annual Report will be included under the caption “Directors, Executive Officers, and

Corporate Governance” in our 2025 Proxy Statement, and is incorporated by reference herein.

Executive Compensation.

information required by this item of Form 10-K will be included under the caption “Executive and Director Compensation” in

our 2024 Proxy Statement and is incorporated by reference herein.

information required by this item of this Annual Report will be included under the caption “Executive and Director Compensation”

in our 2025 Proxy Statement, and is incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this item of Form 10-K will be included in our 2024 Proxy Statement and is incorporated by reference herein.

information required by this item of this Annual Report will be included in our 2025 Proxy Statement and is incorporated by reference

Certain Relationships and Related Transactions, and Director Independence.

information required by this item of Form 10-K will be included under the captions “Certain Relationships and Related Party Transactions”

and “Board of Directors and Corporate Governance – Director Independence” in our 2024 Proxy Statement and is incorporated

by reference herein.

information required by this item of this Annual Report will be included under the captions “Certain Relationships and Related

Party Transactions” and “Board of Directors and Corporate Governance – Director Independence” in our 2025 Proxy

Statement and is incorporated by reference herein.

Principal Accountant Fees and Services.

information required by this item of Form 10-K will be included in our 2024 Proxy Statement and is incorporated by reference herein.

information required by this item of this Annual Report will be included in our 2025 Proxy Statement and is incorporated by reference

Exhibit and Financial Statement Schedules.

2 unchanged sentences

8 of this Annual Report.

Agency Agreement, dated March 6, 2024, by and among the Company and WallachBeth Capital LLC

(Incorporated by reference as Exhibit 1.1 to the Registrant’s Form 8-K filed with the

SEC on March 8, 2024)

Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on March 26, 2014

and Restated Bylaws of Registrant (Incorporated by reference as Exhibit 3.6 to the Registrant’s Form S-1/A (File No.

Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on March 26, 2014 (incorporated by reference as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Amended and Restated Bylaws of Registrant (Incorporated by reference as Exhibit 3.6 to the Registrant’s Form S-1/A (File No.

333-264463) filed with the SEC on June 16, 2022)

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on May 31, 2016

of Designation of Series A Convertible Preferred Stock of the Registrant filed with the Delaware Secretary of State on July 13, 2017

(Incorporated by reference as Exhibit 3.4 to the Registrant’s Form S-1/A (File No.

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on May 31, 2016 (incorporated by reference as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Certificate of Designation of Series A Convertible Preferred Stock of the Registrant filed with the Delaware Secretary of State on July 13, 2017 (Incorporated by reference as Exhibit 3.4 to the Registrant’s Form S-1/A (File No.

333-264463) filed with the SEC on May 25, 2022)

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on November 29, 2021

of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 23, 2022 (Incorporated

by reference as Exhibit 3.2 to the Registrant’s Form S-1/A (File No.

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on November 29, 2021 (incorporated by reference as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 23, 2022 (Incorporated by reference as Exhibit 3.2 to the Registrant’s Form S-1/A (File No.

333-264463) filed with the SEC on May 25, 2022)

of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 6, 2023 (Incorporated

by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 6, 2023 (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on June 7, 2023)

of Registrant’s Common Stock Certificate (Incorporated by reference as Exhibit 4.1 to the Registrant’s Form S-1/A filed

with the SEC on June 16, 2022)

Stock Purchase Warrant issued to San Antonio Economic Development Corporation dated March

17, 2017 (Incorporated by reference as Exhibit 4.2 to the Registrant’s Form S-1/A filed

with the SEC on May 25, 2022).

of Common Stock Purchase Warrant issued to Holders of the Registrant’s Convertible Promissory Notes (Incorporated by reference

as Exhibit 4.3 to the Registrant’s Form S-1/A filed with the SEC on May 25, 2022)

of Placement Agent’s Warrant issued to WallachBeth Capital, LLC (Incorporated by reference

as Exhibit 4.4 to the Registrant’s Form S-1/A filed with the SEC on August 5, 2022)

of Representative’s Warrant issued to WallachBeth Capital, LLC, in connection with the Registrant’s Initial Public Offering

(Incorporated by reference as Exhibit 4.5 to the Registrant’s Form S-1/A filed with the SEC on July 28, 2022).

of (Tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the Registrant’s

Initial Public Offering (Incorporated by reference as Exhibit 4.1 to the Registrant’s

Form 8-K filed with the SEC on September 6, 2022)

of Warrant Agent Agreement for the Warrants issued as part of the Units sold in the Registrant’s

Initial Public Offering (Incorporated by reference as Exhibit 4.3 to the Registrant’s

Form 8-K filed with the SEC on September 6, 2022)

of (Non-tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the

Registrant’s Initial Public Offering (Incorporated by reference as Exhibit 4.2 to the

Registrant’s Form 8-K filed with the SEC on September 6, 2022)

of Amendment to Common Share Purchase Warrants with schedule of warrant holders and warrants

(Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on

Form 8-K (File No.

Certificate of Amendment to the Certificate of Incorporation of Registrant, as filed with the Delaware Secretary of State on June 5, 2024 (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on June 5, 2024)

Amendment to Amended and Restated By-Laws of bioAffinity Technologies Inc., dated October 17, 2024 (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 21, 2024)

Form of Registrant’s Common Stock Certificate (Incorporated by reference as Exhibit 4.1 to the Registrant’s Form S-1/A filed with the SEC on June 16, 2022)

Common Stock Purchase Warrant issued to San Antonio Economic Development Corporation dated March 17, 2017 (Incorporated by reference as Exhibit 4.2 to the Registrant’s Form S-1/A filed with the SEC on May 25, 2022).

Form of Common Stock Purchase Warrant issued to Holders of the Registrant’s Convertible Promissory Notes (Incorporated by reference as Exhibit 4.3 to the Registrant’s Form S-1/A filed with the SEC on May 25, 2022)

Form of Placement Agent’s Warrant issued to WallachBeth Capital, LLC (Incorporated by reference as Exhibit 4.4 to the Registrant’s Form S-1/A filed with the SEC on August 5, 2022)

Form of Representative’s Warrant issued to WallachBeth Capital, LLC, in connection with the Registrant’s Initial Public Offering (Incorporated by reference as Exhibit 4.5 to the Registrant’s Form S-1/A filed with the SEC on July 28, 2022).

Form of (Tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the Registrant’s Initial Public Offering (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 6, 2022)

Form of Warrant Agent Agreement for the Warrants issued as part of the Units sold in the Registrant’s Initial Public Offering (Incorporated by reference as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 6, 2022)

Form of (Non-tradeable) Common Stock Purchase Warrant issued as part of the Units sold in the Registrant’s Initial Public Offering (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 6, 2022)

Form of Amendment to Common Share Purchase Warrants with schedule of warrant holders and warrants (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

of Amendment to Initial Public Offering Warrants with schedule of warrant holders and warrants (Incorporated by reference as Exhibit

4.2 to the Registrant’s Current Report on Form 8-K (File No.

Form of Amendment to Initial Public Offering Warrants with schedule of warrant holders and warrants (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

of Warrant to Purchase Common Stock (Incorporated by reference as Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC

on March 8, 2024)

of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant’s

Form 8-K filed with the SEC on March 8, 2024)

Form of Warrant to Purchase Common Stock (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2024)

Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2024)

Description of Securities

Form of Purchase Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 5, 2024)

Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 5, 2024)

Form of Common Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 21, 2024)

Form of Placement Agent Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 21, 2024)

Form of New Warrant (Incorporated by reference as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on February 27, 2025)

Form of Advisor Warrant (Incorporated by reference as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on February 27, 2025)

2014 Equity Incentive Plan of Registrant, as amended.

(Incorporated by reference as Exhibit 10.1 to the Registrant’s Form S-1 filed

with the SEC on April 25, 2022)

Chairman Employment Agreement dated January 1, 2020, by and between Registrant and Steven Girgenti, as amended.

(Incorporated by

reference as Exhibit 10.2 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Agreement dated February 1, 2015, by and between Registrant and Maria Zannes.

(Incorporated by reference as Exhibit 10.3 to the Registrant’s

Form S-1 filed with the SEC on April 25, 2022)

Agreement dated April 4, 2016, by and between Registrant and Vivienne Rebel, as amended.

(Incorporated by reference as Exhibit 10.4

to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Agreement dated February 1, 2015, by and between Registrant and Timothy Zannes.

(Incorporated by reference as Exhibit 10.5 to the

Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Agreement dated May 25, 2017, by and between Registrant and Michael Edwards, as amended.

(Incorporated by reference as Exhibit 10.6

to the Registrant’s Form S-1 filed with the SEC on May 25, 2022)

Agreement to Participate in the UTSA New Venture Incubator Program dated June 15, 2015, by and between Registrant and the University

of Texas at San Antonio.

(Incorporated by reference as Exhibit 10.1 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Development Agreement dated October 1, 2018, by and between the Registrant and Village Oaks Pathology Services, P.A.

d/b/a Precision

Pathology Services (Incorporated by reference as Exhibit 3.2 to the Registrant’s Form S-1/A filed with the SEC on July 27,

dated October 17, 2020, by and between Registrant and GO2 Partners (Incorporated by reference as Exhibit 10.9 to the Registrant’s

Form S-1/A filed with the SEC on July 27, 2022)

of Note Purchase Agreement used by the Registrant in its private offering of Convertible Promissory Notes issued between October

2021 and January 2022 (Incorporated by reference as Exhibit 10.10 to the Registrant’s Form S-1 filed with the SEC on May 25,

Letter between bioAffinity Technologies, Inc.

and Michael Dougherty dated April 11, 2023 (Incorporated by reference as Exhibit 10.1

to the Registrant’s Current Report on Form 8-K (File No.

Executive Chairman Employment Agreement dated January 1, 2020, by and between Registrant and Steven Girgenti, as amended.

(Incorporated by reference as Exhibit 10.2 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Employment Agreement dated February 1, 2015, by and between Registrant and Maria Zannes.

(Incorporated by reference as Exhibit 10.3 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Employment Agreement dated April 4, 2016, by and between Registrant and Vivienne Rebel, as amended.

(Incorporated by reference as Exhibit 10.4 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Employment Agreement dated February 1, 2015, by and between Registrant and Timothy Zannes.

(Incorporated by reference as Exhibit 10.5 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Consulting Agreement dated May 25, 2017, by and between Registrant and Michael Edwards, as amended.

(Incorporated by reference as Exhibit 10.6 to the Registrant’s Form S-1 filed with the SEC on May 25, 2022)

License Agreement to Participate in the UTSA New Venture Incubator Program dated June 15, 2015, by and between Registrant and the University of Texas at San Antonio.

(Incorporated by reference as Exhibit 10.9 to the Registrant’s Form S-1 filed with the SEC on April 25, 2022)

Joint Development Agreement dated October 1, 2018, by and between the Registrant and Village Oaks Pathology Services, P.A.

d/b/a Precision Pathology Services (Incorporated by reference as Exhibit 3.2 to the Registrant’s Form S-1/A filed with the SEC on July 27, 2022)

Agreement dated October 17, 2020, by and between Registrant and GO2 Partners (Incorporated by reference as Exhibit 10.9 to the Registrant’s Form S-1/A filed with the SEC on July 27, 2022)

Form of Note Purchase Agreement used by the Registrant in its private offering of Convertible Promissory Notes issued between October 2021 and January 2022 (Incorporated by reference as Exhibit 10.10 to the Registrant’s Form S-1 filed with the SEC on May 25, 2022)

Offer Letter between bioAffinity Technologies, Inc.

and Michael Dougherty dated April 11, 2023 (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on May 1, 2023)

Technologies, Inc.

Amended and Restated 2014 Equity Incentive Plan Incorporated by reference as Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K (File No.

bioAffinity Technologies, Inc.

Amended and Restated 2014 Equity Incentive Plan Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on June 7, 2023)

effective as of August 1, 2023, to Employment Agreement, dated February 1, 2015, by and between bioAffinity Technologies, Inc.

Maria Zannes (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

Amendment, effective as of August 1, 2023, to Employment Agreement, dated February 1, 2015, by and between bioAffinity Technologies, Inc.

and Maria Zannes (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on July 28, 2023)

Purchase Agreement, effective September 18, 2023, by and among, Precision Pathology Laboratory

Services, LLC, Dr.

Asset Purchase Agreement, effective September 18, 2023, by and among, Precision Pathology Laboratory Services, LLC, Dr.

Joyce and Village Oaks Pathology Services, P.A.

(Incorporated

by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

(Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Agreement, dated September 18, 2023, by and between The Joyce Living Trust, dated March 19, 2013, and bioAffinity Technologies, Inc.

Subscription Agreement, dated September 18, 2023, by and between The Joyce Living Trust, dated March 19, 2013, and bioAffinity Technologies, Inc.

(Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the

SEC on September 20, 2023)

Services Agreement, effective as of September 18, 2023, by and between Precision Pathology

Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated by reference

as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Management Services Agreement, effective as of September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated by reference as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Succession Agreement, effective September 18, 2023, by and among, Precision Pathology Laboratory Services, LLC, Dr.

5 unchanged sentences

001-41463) filed with the SEC on September 20, 2023)

Employment Agreement, dated September 18, 2023, by and between the Registrant and Roby Joyce,

(Incorporated by reference as Exhibit 10.6 to the Registrant’s Current Report

on Form 8-K (File No.

Executive Employment Agreement, dated September 18, 2023, by and between the Registrant and Roby Joyce, M.D.

(Incorporated by reference as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

and Assumption of Lease Agreement, effective September 18, 2023, by and between Precision

Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated

by reference as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.

Assignment and Assumption of Lease Agreement, effective September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated by reference as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Lease, dated July 31, 2019, by and between Village Oaks Pathology Services, P.A.

West Sunset, LLC (Incorporated by reference as Exhibit 10.8 to the Registrant’s Current

Report on Form 8-K (File No.

Office Lease, dated July 31, 2019, by and between Village Oaks Pathology Services, P.A.

and 343 West Sunset, LLC (Incorporated by reference as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

and Assumption Agreement, effective September 18, 2023, by and between Precision Pathology

Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated by reference

as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No.

Assignment and Assumption Agreement, effective September 18, 2023, by and between Precision Pathology Laboratory Services, LLC and Village Oaks Pathology Services, P.A.

(Incorporated by reference as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Usage Attachment, dated effective as of August 9, 2019, by and between Gen-Probe Sales &

Service, Inc., together with its subsidiaries and affiliates and Village Oaks Pathology Services,

Equipment Usage Attachment, dated effective as of August 9, 2019, by and between Gen-Probe Sales & Service, Inc., together with its subsidiaries and affiliates and Village Oaks Pathology Services, P.A.

d/b/a Precision Pathology, as amended by that certain Amendment No.

1 to Equipment Usage

Attachment dated November 2, 2020, as further amended by that certain Amendment No.

Equipment Usage Attachment dated November 2, 2020, and as further amended by that certain

Amendment No.

3 to Equipment Usage Attachment dated December 21, 2022 (Incorporated by reference

as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (File No.

1 to Equipment Usage Attachment dated November 2, 2020, as further amended by that certain Amendment No.

2 to Equipment Usage Attachment dated November 2, 2020, and as further amended by that certain Amendment No.

3 to Equipment Usage Attachment dated December 21, 2022 (Incorporated by reference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Agreement, dated as of January 29, 2015, by and between Leica Microsystems, Inc.

and Precision

Pathology, as amended by Amendment No.

1 to the Master Agreement, dated on or about April

4, 2018, as further amended by that certain Amendment No.

2 to Master Agreement, dated March

23, 2021 (Incorporated by reference as Exhibit 10.11 to the Registrant’s Current Report

on Form 8-K (File No.

Master Agreement, dated as of January 29, 2015, by and between Leica Microsystems, Inc.

and Precision Pathology, as amended by Amendment No.

1 to the Master Agreement, dated on or about April 4, 2018, as further amended by that certain Amendment No.

2 to Master Agreement, dated March 23, 2021 (Incorporated by reference as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Relationship License Agreement, dated December 1, 2022, by and between Pathology Watch, Inc.

and Precision Pathology Services (Incorporated by reference as Exhibit 10.12 to the Registrant’s

Current Report on Form 8-K (File No.

Strategic Relationship License Agreement, dated December 1, 2022, by and between Pathology Watch, Inc.

and Precision Pathology Services (Incorporated by reference as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

of Sale signed by Village Oaks Pathology Services, P.A., effective as of September 18, 2023

(Incorporated by reference as Exhibit 10.13 to the Registrant’s Current Report on Form

8-K (File No.

Bill of Sale signed by Village Oaks Pathology Services, P.A., effective as of September 18, 2023 (Incorporated by reference as Exhibit 10.13 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on September 20, 2023)

Platt Offer Letter (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

Jamie Platt Offer Letter (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on December 5, 2023)

Technologies, Inc.

Management Incentive Bonus Plan (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report

on Form 8-K (File No.

bioAffinity Technologies, Inc.

Management Incentive Bonus Plan (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on January 31, 2024)

to Michael Dougherty Offer Letter (Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K

Amendment to Michael Dougherty Offer Letter (Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on January 31, 2024)

of Securities Purchase Agreement, dated as of March 6, 2024, by and among the Company and the investors parties thereto (Incorporated

by reference as Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on March 8, 2024)

of Support Agreement with schedule of signatories (Incorporated by reference as Exhibit 10.2 to the Registrant’s Form 8-K filed

with the SEC on March 8, 2024)

of Business Conduct of the Registrant (Incorporated by reference as Exhibit 14.1 to the Registrant’s Form S-1 filed with the

SEC on May 25, 2022)

Insider Trading Policy of the Registrant

List of Subsidiaries of the Registrant

Form of Securities Purchase Agreement, dated as of March 6, 2024, by and among the Company and the investors parties thereto (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2024)

Form of Support Agreement with schedule of signatories (Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2024)

bioAffinity Technologies, Inc.

2024 Incentive Compensation Plan (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on June 5, 2024)

Form of Securities Purchase Agreement, dated as of August 2, 2024, by and among the Company and the investor listed on the signature page thereto (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 5, 2024)

Form of Warrant Inducement Agreement (Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 5, 2024)

Form of Support Agreement with schedule of signatories (Incorporated by reference as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 5, 2024)

Consulting Agreement, dated August 21, 2024, by and between bioAffinity Technologies, Inc.

and Michael Edwards (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on August 23, 2024)

Employment Agreement between bioAffinity Technologies, Inc.

and Michael Edwards, dated as of October 9, 2024 (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 10, 2024)

Form of Securities Purchase Agreement, dated as of October 18, 2024, by and between the Company and the purchasers listed on the signature pages thereto (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 21, 2024)

Form of Support Agreement (Incorporated by reference as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on October 21, 2024)

Amendment No.

2 to Employment Agreement with Maria Zannes (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on January 14, 2025)

Form of Warrant Inducement Agreement (Incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41463) filed with the SEC on February 27, 2025)

Code of Business Conduct of the Registrant (Incorporated by reference as Exhibit 14.1 to the Registrant’s Form S-1 filed with the SEC on May 25, 2022)

and Restated Insider Trading Policy of the Registrant

List of Subsidiaries of the Registrant (incorporated by reference as Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Consent of WithumSmith+Brown, PC, independent registered public accounting firm

Certification

of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Clawback Policy

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference as Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

XBRL Instance Document

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to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized on the 1 st day of April, 2024.

on its behalf by the undersigned, thereunto duly authorized on the 31 st day of March, 2025.

Technologies, Inc.

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Executive Officer)

Michael Dougherty

Michael Edwards

Financial Officer

Michael Edwards

Financial and Accounting Officer)

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to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID NO.

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID NO.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of bioAffinity Technologies, Inc.:

the Board of Directors and Stockholders of

Technologies, Inc.:

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of bioAffinity Technologies, Inc.

(the “Company”) as of December

31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows, for each

of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated

financial position of the Company as of December 31, 2023 and 2022 and the consolidated results of its operations and its cash flows

for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United

States of America.

accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern.

in Note 1 to the consolidated financial statements, the entity has incurred recurring losses from operations and expects to continue

to incur operating losses that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

(the “Company”) as of

December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash

flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the

“consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with principles generally accepted in the United States of America.

Substantial Doubt Regarding the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has incurred significant losses and negative cash flows from operations since inception, has an accumulated deficit, and needs

to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

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and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the

United States of America.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

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due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown,

WithumSmith+Brown, PC

have served as the Company’s auditor since 2021.

York, New York

April 1, 2024

ID Number 100

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Balance Sheets

as of December 31, 2024 and 2023

Current assets:

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current portion

payable, current portion

Total current liabilities

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net of current portion

lease liability, net of current portion

Finance lease liability,

net of current portion

Notes payable, net of current portion

Total liabilities

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$ 0.007 per share;

25,000,000 and 14,285,714 shares authorized;

9,394,610 and 8,381,324 shares issued and outstanding as of December

31, 2023 and 2022, respectively

100,000,000 shares authorized;

15,576,674 and 9,394,610 shares issued and outstanding as of December 31, 2024 and

2023, respectively

Additional paid-in capital

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Interest expense

( 2,532,640 )

Other expense

Gain on extinguishment

value adjustments on convertible notes payable

( 1,866,922 )

before income taxes

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Technologies, Inc.

Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity

Statements of Changes in Stockholders’ Equity

the Years Ended December 31, 2024 and 2023

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$ ( 36,667,468 )

$ ( 15,790,719 )

Stock-based compensation

Fair value of warrants issued

Beneficial conversion feature for bridge notes

Debt discount for warrants issued

Common stock issued upon initial public offering,

net of underwriters’ commission and offering costs of $ 1.8 million

Common stock issued on conversion of convertible

preferred stock

$ ( 4,044,318 )

Common stock issued on conversion of notes

Exercise of warrants

Exercise of stock options

Stock issued in connection with the acquisition

( 7,937,011 )

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$ ( 44,604,479 )

Stock-based compensation

Stock issued in connection with the acquisition

Exercise of stock options

Exercise of stock warrants

Sale of common stock

Offering costs

( 1,261,898 )

( 9,039,831 )

Balance at December 31, 2024

$ ( 53,644,310 )

accompanying notes are an integral part of these consolidated financial statements.

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$ ( 7,937,011 )

Adjustments to reconcile net loss to net

cash used in operating activities:

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and amortization

Accretion of debt issuance

Fair value adjustments

on convertible notes payable

Stock-based compensation

Fair value of warrants

Gain on extinguishment

Changes in operating assets and liabilities:

Changes in operating

assets and liabilities:

Accounts and other receivables

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Cash flows from financing

Proceeds from loan payable

Payment on loans payable

Proceeds from issuance

of convertible notes payable

Repayment of convertible

Proceeds from issuance

of common stock from the initial public offering, net of underwriting discounts, commissions and offering expenses of approximately

$ 1.8 million

Exercise of warrants

Exercise of stock options

Return of capital from

Payment of debt issuance

of common stock from direct offering, net of underwriting discounts, commissions, and offering expenses of $ 1,334,811

Proceeds from exercised

stock options

Proceeds from exercise

Payment on loans payable

Proceeds from loans

repayments on finance leases

cash provided (used) by financing activities

Net increase (decrease)

in cash and cash equivalents

Net cash provided by (used in) by financing activities

Net decrease in cash and cash equivalents

( 1,716,279 )

( 8,592,189 )

Cash and cash equivalents

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Noncash financing activities:

Conversion of convertible

preferred stock into common stock

Conversion of convertible

notes payable into common stock

Fair value of warrants

issued to placement agents

Beneficial conversion

feature for bridge notes

accompanying notes are an integral part of these consolidated financial statements.

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BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

Technologies, Inc., a Delaware corporation (the “Company,” or “bioAffinity Technologies”), addresses the need

for noninvasive diagnosis of early-stage cancer and diseases of the lung.

The Company also is conducting early-stage research focused

on advancing therapeutic discoveries that could result in broad-spectrum cancer treatments.

bioAffinity Technologies develops proprietary

noninvasive diagnostic tests using technology that preferentially targets cancer cells and cell populations indicative of a diseased

The Company’s first diagnostic test, CyPath ® Lung, is a noninvasive test for early detection of lung cancer,

the leading cause of cancer-related deaths.

CyPath ® Lung is offered for sale to physicians by the Company’s subsidiary,

Precision Pathology Laboratory Services, LLC (“PPLS”).

Research and optimization of the Company’s proprietary platform

for in vitro diagnostics and technologies are conducted in laboratories at The University of Texas at San Antonio and PPLS.

is developing its platform technologies so that in the future they will be able to detect, monitor, and treat diseases of the lung and

other cancers.

and Initial Public Offering

bioAffinity Technologies, Inc., a Delaware corporation (the “Company,” or “bioAffinity Technologies”),

addresses the need for noninvasive diagnosis of lung cancer at early stage and other diseases of the lung.

bioAffinity Technologies’

proprietary platform uses flow cytometry and automated data analysis built by machine learning, a form of artificial intelligence, to

preferentially target cancer cell populations and other cell populations indicative of a diseased state.

The Company’s first diagnostic

test, CyPath ® Lung, is a noninvasive test for early detection of lung cancer, the leading cause of cancer-related deaths.

CyPath ® Lung is offered for sale to physicians by the Company’s subsidiary, Precision Pathology Laboratory Services,

LLC (“PPLS”).

The Company also conducted and intends to seek strategic partners to advance therapeutic discoveries that could

in the future result in broad-spectrum cancer treatments.

Research and optimization of the Company’s proprietary platform technologies

are conducted in laboratories at PPLS and laboratory space leased at The University of Texas at San Antonio.

Company was formed on March 26, 2014, as a Delaware corporation with its corporate offices located in San Antonio, Texas.

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On August 14, 2023, the Company formed a wholly owned subsidiary, PPLS, as a Texas limited liability company, to acquire the assets of

Village Oaks Pathology Services, P.A., a Texas professional association d/b/a Precision Pathology Services, including the clinical pathology

laboratory it owned.

Village Oaks Pathology Services, P.A.

(“Village Oaks”), a Texas professional association d/b/a Precision Pathology Services,

including the clinical pathology laboratory it owned.

of Presentation

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Securities and Exchange Commission (“SEC”).

Going Concern

and Capital Resources

accordance with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern

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As a result, the Company had an accumulated deficit of $ 53.6 million at December

The Company’s cash and cash equivalents at December 31, 2023, were approximately $ 2.8 million, representing 34 % of total

Based on the Company’s current expected level of operating expenditures and the cash and cash equivalents on hand at December

31, 2023, management concludes that there is substantial doubt about the Company’s ability to continue as a going concern for a

period of at least twelve (12) months subsequent to the issuance of the accompanying consolidated financial statements.

Therefore, the

Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments, strategic

relationships or grants, or other arrangements to support its future operations.

If such funding is not available or not available on

terms acceptable to the Company, the Company’s current development plan may be curtailed.

On March 8, 2024, the Company issued

to certain investors, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) (1) 1,600,000 shares of the

Company’s common stock (the “Shares”), par value $ 0.007 per share (“Common Stock”) in a registered direct

offering, and (2) warrants to purchase an aggregate of 1,600,000 shares of Common Stock (the “Common Warrants”) with an exercise

price of $ 1.64 , in a concurrent private placement.

The direct offering resulted in net proceeds of $ 2.05 million.

The Company’s cash and cash equivalents at December 31, 2024, were approximately $ 1.1 million.

Based on the Company’s

current expected level of operating expenditures and the cash and cash equivalents on hand at December 31, 2024, management concludes

that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve (12)

months subsequent to the issuance of the accompanying consolidated financial statements.

Without funding from the proceeds of a capital raise or strategic relationship

or grant, management anticipates that the Company’s cash resources are sufficient to continue operations through April 2025.

The Company may need to raise further

capital through the sale of additional equity or debt securities or other debt instruments, strategic relationships or grants, or other

arrangements to support its future operations, if revenue from operations does not significantly increase.

If such funding is not available

or not available on terms acceptable to the Company, the Company’s current development plan may be curtailed.

Furthermore, an alternative

source of funding to the sale of additional equity or debt securities is the exercising of outstanding warrants.

No adjustments have

been made to the presented consolidated financial statements as a result of this uncertainty.

source of funding to the sale of additional equity or debt securities is the exercise of outstanding warrants for which there can be

no guarantee.

No adjustments have been made to the presented consolidated financial statements as a result of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Significant estimates include the valuation allowance on the Company’s deferred tax assets, stock-based compensation, valuation

of goodwill and intangible assets related to the business combination, allowance for contractual adjustments and discounts related to

service revenues, and the useful lives of fixed assets.

The preparation of financial statements in conformity with GAAP in the U.S.

requires management to make significant

judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management bases

these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based upon information

presently available.

Actual results could differ from those estimates under different assumptions, judgments, or conditions.

of Consolidation

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may result in the Company consolidating or deconsolidating one or more of its collaborators or partners.

September 18, 2023, the Company, in connection with the Asset Purchase Agreement it entered into with Village Oaks (the “Seller”)

Joyce, M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks

in exchange for total consideration of $ 3,500,000 ,

which consists of:

million in cash paid at closing and (2) 564,972

shares of the Company’s common stock valued

The assets purchased included

a clinical pathology laboratory regulated by the Centers for Medicare and Medicaid Services (“CMS”) and accredited by the

College of American Pathologists (“CAP”) and certified under the Clinical Laboratory Improvement Amendments (“CLIA”)

The primary reason for the acquisition is control of the laboratory in which CyPath® Lung is ordered and processed.

September 18, 2023, the Company, in connection with the Asset Purchase Agreement it entered into with Village Oaks and Roby P.

M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks in exchange for

total consideration of $ 3,500,000 , which consists of:

(1) $ 2.5 million in cash paid at closing and (2) 564,972 shares of the Company’s

Common Stock valued at $ 1 million.

The assets purchased included a clinical pathology laboratory regulated by the Centers for Medicare

and Medicaid Services (“CMS”) and accredited by the College of American Pathologists (“CAP”) and certified under

the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”).

The primary reason for the acquisition was control of the

laboratory in which CyPath ® Lung is ordered and processed.

Company recognized goodwill of $ 1,404,000 arising from the acquisition.

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in accordance with ASC 805.

The Company has determined the preliminary fair values of the accounts receivables, accounts payable and

accrued expenses that make up the majority of the net working capital assumed in the acquisition.

These values are subject to change

as the Company performs additional reviews of its assumptions utilized.

following table summarizes the purchase price and preliminary purchase price allocations relating to the acquisition:

SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS

The Company has determined the fair values of the accounts receivable, accounts payable, and accrued expenses

that make up the majority of the net working capital assumed in the acquisition.

following table summarizes the purchase price and finalized purchase price allocations relating to the acquisition:

OF PURCHASE PRICE AND FINALIZED PURCHASE PRICE ALLOCATIONS

purchase consideration

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The calculated goodwill is not deductible for tax

Consolidated unaudited pro-forma operating results as if the business combination began on January 1, 2022 are net revenues of $ 7.9 million

and $ 6.9 million, net loss of ($ 8.6 million) and ($ 8.6 million), and loss per share of ($ 0.99 ) and ($ 1.91 ) for years ended 2023 and 2022,

respectively.

preliminary purchase price allocations relating to the acquisition previously reported in the 10-Q filed, October 14, 2023, reported

Net Working Capital of $ 1,167,000 and Goodwill of $ 1,149,000 .

The amounts have been updated to reflect the purchase price adjustments

to accounts payable and accounts receivable that existed at the time of the acquisition.

The company incurred approximately $ 811,000 in acquisition costs.

Company incurred and expensed approximately $ 811,000

in acquisition costs.

and Cash Equivalents

the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months

or less at the time of purchase to be cash equivalents.

Cash equivalents are stated at cost, which approximates market value, because

of the short maturity of these instruments.

the purpose of the consolidated statement of cash flows, the Company considers all highly liquid investments with original

maturities of three months or less at the time of purchase to be cash equivalents.

Cash equivalents are stated at cost, which

approximates market value because of the short maturity of these instruments.

Concentration

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Company expenses all advertising costs as incurred.

Advertising expenses were approximately $ 89,000 and $ 39,000 for the years ended December

31, 2023, and 2022, respectively.

Advertising expenses were approximately $ 267,201 and $ 88,832 for the years ended

December 31, 2024 and 2023, respectively.

loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of the Company’s

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as of December 31, 2024 and 2023, as they would be anti-dilutive:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

OF POTENTIALLY DILUTIVE SECURITIES

of December 31,

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Shares underlying warrants outstanding

Shares underlying unvested

restricted stock outstanding

Anti-dilutive

Post-acquisition

of PPLS, additional revenue streams have been consolidated starting September 19, 2023.

PPLS generates three sources of revenue:

patient service fees, (2) histology service fees, and (3) medical director fees.

The revenue is recognized on the date of service (meeting

the performance requirement of ASC 606).

Pre-acquisition, bioAffinity’s revenue was generated in three ways pre-acquisition:

royalties from the Company’s diagnostic test, CyPath ® Lung, (2) clinical flow cytometry services provided to Village

Oaks related to the Company’s CyPath ® Lung test, and (3) CyPath ® Lung tests purchased by the U.S.

Department of Defense (“DOD”) for an observational study, “Detection of Abnormal Respiratory Cell Populations in Lung

Cancer Screening Patients Using the CyPath ® Lung Assay (NCT05870592),” and research and development on using bronchoalveolar

lavage fluid as a biological sample to assess cardiopulmonary function and exercise performance in military personnel post COVID-19 infection.

The royalty income from CyPath ® Lung and clinical flow cytometry services income, beginning September 19, 2023, are related-party

income and, therefore, eliminated from consolidated net revenues.

determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts

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the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

SCHEDULE OF REVENUE RECOGNITION

of December 31,

Post-acquisition

of PPLS, additional revenue streams have been consolidated starting September 19, 2023.

PPLS generates three sources of revenue:

patient service fees, (2) histology service fees, and (3) medical director fees.

The Company recognizes as revenue the amount that reflects

the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the

testing process (when results are reported) or when services have been rendered.

Company follows a standard process, which considers historical denial and collection experience and other factors (including the period

of time that the receivables have been outstanding), to estimate contractual allowances and implicit price concessions, recording adjustments

in the current period as changes in estimates.

The process for estimating revenues and the ultimate collection of accounts receivable

involves significant judgment and estimation.

Pre-acquisition, bioAffinity’s revenue was generated in three ways:

(1) royalties from

the Company’s diagnostic test, CyPath ® Lung, (2) clinical flow cytometry services provided to Village Oaks related

to the Company’s CyPath ® Lung test, and (3) CyPath ® Lung tests purchased by the U.S.

Department of

Defense (“DOD”) for an observational study, “Detection of Abnormal Respiratory Cell Populations in Lung Cancer Screening

Patients Using the CyPath ® Lung Assay (NCT05870592),” and research and development on using bronchoalveolar lavage

fluid as a biological sample to assess cardiopulmonary function and exercise performance in military personnel post COVID-19 infection.

The royalty income from CyPath ® Lung and clinical flow cytometry services income, beginning September 19, 2023, are related

party income and, therefore, eliminated from consolidated net revenues.

OF REVENUE RECOGNITION

Patient service

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Other revenues

1 Patient services

fees includes direct billing for CyPath® Lung diagnostic test.

2 Other revenues

include pre-acquisition CyPath® Lung royalty income and laboratory services.

services fees include direct billing for CyPath® Lung diagnostic test of approximately $ 516,000 and $ 35,000 for the years

ended December 31, 2024 and 2023.

Reclassifications

prior year balances have been reclassified to conform to current year presentation.

The Company reclassified legal fees and annuity costs

relating to patents of approximately $ 236,000 from research and development to selling, general and administrative for the year ended

December 31, 2022, respectively, as these expenses are not deemed research and development.

Any reclassifications had an immaterial effect on the Company’s consolidated financial statements and had no

effect on prior periods net income or stockholders’ equity.

and Equipment, Net

accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets , the Company periodically reviews the carrying

value of its long-lived assets, such as property, equipment, and definite lived intangible assets, to test whether current events or

circumstances indicate that such carrying value may not be recoverable.

When evaluating assets for potential impairment, the Company

compares the carrying value of the asset to its estimated undiscounted future cash flows.

If an asset’s carrying value exceeds

such estimated cash flows (undiscounted and with interest charges), the Company records an impairment charge for the difference.

Company did not record any impairment for the years end December 31, 2023, or 2022.

accordance with ASC 360-10, Accounting for the Impairment of Long-Lived

Assets ( “ASC 360” ) , the Company periodically reviews the carrying value of its long-lived assets, such as property,

equipment, and definite lived intangible assets, to test whether current events or circumstances indicate that such carrying value may

not be recoverable.

When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated

undiscounted future cash flows.

If an asset’s carrying value exceeds such estimated cash flows (undiscounted and with interest charges),

the Company records an impairment charge for the difference.

The Company did not record any impairment for the years ended December 31,

2024 or 2023.

and equipment are carried at cost, net of accumulated depreciation.

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lives of each asset class are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE

OF PROPERTY AND EQUIPMENT USEFUL LIFE

of lease term or useful life

assets, net of accumulated amortization, are summarized as follows as of December 31, 2023:

SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS

Date Acquired

Company’s acquisition of PPLS on September 18, 2023 identified Goodwill and intangible assets.

Goodwill represents the purchase

price in excess of fair values assigned to the underlying identifiable net assets of the acquired business.

The intangible assets and

their respective useful lives are as follows:

trade names and trademarks ( 18

years) and customer relationships ( 14

Intangible assets, net of accumulated

amortization, are summarized as follows as of December 31, 2024 and 2023:

OF INTANGIBLE ASSETS

Trade names and trademarks

Customer relationships

Total Intangible Assets

the year ended December 31, 2023, amortization of intangible assets totaled $ 16,528 compared to $ 0 in the prior year comparative periods.

Accumulated amortization

Trade names and trademarks

Customer relationships

Accumulated amortization

Intangible assets, net

the year ended December 31, 2024, amortization of intangible assets totaled $ 58,333 compared to $ 16,528 in the prior year comparative

Goodwill is reviewed annually for impairment in accordance with ASC

350 - Intangibles – Goodwill and Other , and intangible assets are reviewed annually for impairment in accordance with ASC 360

unless circumstances dictate the need for more frequent assessment.

The Company elected to perform a quantitative impairment analysis

as of December 31, 2024.

The annual quantitative assessment of the intangible assets was performed utilizing a discounted cash flow analysis

(“income approach”) .

The income approach measures the fair value of an interest

in a business by discounting expected future cash flows to present value.

The results of the annual quantitative impairment analysis indicated

that the fair value exceeded the carrying value of the reporting unit and therefore resulted in no impairment needed.

Accounting Pronouncements

Company continues to monitor new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and

does not believe any accounting pronouncements issued through the date of this Annual Report will have a material impact on the Company’s

consolidated financial statements.

Company adopted FASB issued Accounting Standards Update (ASU) No.

2016-13, accounting considerations of Financial Instruments –

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“CECL”) on September 18, 2023, with the

business combination of Village Oaks and PPLS.

The Company has patient service fees that are billed to commercial insurance companies,

governmental payors, and patients.

Under the CECL model, the Company estimates potential credit losses from the patient service fees

billed using historical data.

does not believe any accounting pronouncements issued through the date of this Annual report will have a material impact on the Company’s consolidated

financial statements.

Company adopted FASB issued Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842) on January 1, 2022, with the business combination

of Village Oaks and PPLS.

The Company has one operating lease for its real estate and office space and multiple finance leases for lab

equipment in Texas that was acquired through the September 18, 2023, Acquisition.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures on December 31, 2024, on a retrospective basis.

The Company used the five steps to ASC 280 to evaluate what, if any, segment reporting

would be beneficial for shareholders.

These five steps included:

1) evaluate operating segments for aggregation, 2) perform quantitative

threshold tests, 3) evaluate remaining operating segments for aggregation, 4) ensure that 75% of revenue is reported, and 5) consider

practical limit.

Based on the analysis above against those five steps, management concludes that segment reporting is required for two

segment operations:

1) diagnostic R&D and 2) laboratory services (See Note 2).

The FASB issued Accounting Standards Update (“ASU”)

ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures which requires public business entities

to disclose annually a tabular rate reconciliation, including specific items such as state and local income tax, tax credits, nontaxable

or nondeductible items, among others, and a separate disclosure requiring disaggregation of reconciling items as described above which

equal or exceed 5% of the product of multiplying income from continuing operations by the applicable statutory income tax rate.

is effective for all public business entities for annual periods beginning after December 15, 2024.

The adoption of this standard

is not expected to have a material effect on the Company’s operating results or financial condition.

taxes are accounted for under the asset and liability method.

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31, 2024 and 2023, and the Company had no accruals for interest and penalties at December 31, 2024 or 2023.

Company is organized in two operating segments, Diagnostic Research and Development (R&D) and Laboratory Services, whereby its chief

operating decision maker (“CODM”) assesses the performance of and allocates resources.

The Company is organized in two operating segments, Diagnostic Research and

Development (“R&D”) and Laboratory Services, whereby its chief operating decision maker (“CODM”) uses operating

income as the primary measure of segment profit or loss to assess performance and make resource allocation decisions, in addition to monitoring

revenue growth and research and development progress.

The CODM is the Chief Executive Officer.

Diagnostic R&D includes research and development and clinical development on diagnostic tests.

Any revenues assigned to Diagnostic

R&D are proceeds received from observational studies.

Laboratory services include all the operations from Village Oaks and PPLS in

addition to sales and marketing costs of CyPath® Lung from bioAffinity.

SCHEDULE OF SEGMENT INFORMATION

R&D includes research and development and clinical development of diagnostic tests.

Any revenues assigned to Diagnostic R&D are

proceeds received from observational studies.

Laboratory services include all the operations from Village Oaks and PPLS in addition to

sales and marketing costs of CyPath® Lung from bioAffinity.

OF SEGMENT INFORMATION

of December 31,

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( 9,946,452 )

( 3,769,783 )

corporate activities

1 unchanged sentence

( 5,011,347 )

operating loss

Total operating loss

( 8,953,445 )

2 unchanged sentences

income (expense), net

( 4,140,596 )

Net loss before income taxes

6 unchanged sentences

The Company’s research and development expenses consist primarily of

expenditures for lab operations, preclinical studies, compensation, and consulting costs.

Company incurred research and development expenses of $ 1.5 million and $ 1.4 million for the years ended December 31, 2023 and 2022, respectively.

expenditures for laboratory operations, preclinical studies, compensation, and consulting costs.

Research and Development Costs

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The Company records the estimated costs of research and development activities based upon the estimated

amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying balance sheets and

within research and development expense in the accompanying consolidated statements of operations.

amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying consolidated

balance sheets and within research and development expense in the accompanying consolidated statements of operations.

Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established

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In the U.S., drugs,

biological products, and medical devices are regulated by FDCA, which is administered by the FDA and the Centers for Medicare and Medicaid

The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath® Lung test as a

laboratory developed test sold by Precision Pathology Laboratory Services, a CAP-accredited, CLIA-certified clinical pathology laboratory

biological products, and medical devices are regulated by the federal Food, Drug and Cosmetic Act, which is administered by the FDA and

The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath ® Lung test

as a laboratory developed test sold by Precision Pathology Laboratory Services, a CAP-accredited, CLIA-certified clinical pathology laboratory

and wholly owned subsidiary.

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and other receivables at December 31, 2024 and 2023, are summarized below:

SCHEDULE OF ACCOUNTS RECEIVABLE

OF ACCOUNTS AND OTHER RECEIVABLES

Patient service fees

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expenses and other current assets at December 31, 2024 and 2023, are summarized below:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid insurance

Legal and professional

Total prepaid expenses

and other current assets

prepaid expenses and other current assets

PROPERTY AND EQUIPMENT, NET

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Leasehold improvements

Property and equipment, gross

depreciation and amortization

and equipment, gross

accumulated depreciation

and amortization

property and equipment, net

Property and equipment depreciation expense was $ 233,064 and $ 10,182 for the years ended December 31, 2023, and 2022,

property and equipment depreciation and amortization expense was $ 162,332 and $ 233,064 for the years ended December 31, 2024 and 2023,

respectively.

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to the fair value measurement.

three levels of the hierarchy and the related inputs are as follows:

Unadjusted quoted prices in active markets for identical assets and liabilities.

quoted prices in active markets for similar assets and liabilities;

Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active;

Inputs other than quoted prices that are observable for the asset or liability.

Unobservable inputs for the asset or liability.

estimated fair value of certain financial instruments, including cash and cash equivalents, accounts and other receivables, prepaid and

1 unchanged sentence

their fair values because of the short-term nature of these instruments.

Company has one operating lease for its real estate and office space and multiple finance leases for lab equipment in Texas that was

acquired through the September 18, 2023, Acquisition.

The operating lease has a remaining lease term of 3.58 years as of December 31,

The Company has finance leases consisting of office and lab equipment with remaining lease terms ranging from approximately 2.25

to 4.0 years as of December 31, 2023, for which the Company has determined that it will use the equipment for a major part of its remaining

economic life.

Company has one operating lease for its real estate and office space for the CAP/CLIA laboratory, as well as multiple finance leases

for lab equipment in Texas that were acquired through the September 18, 2023 acquisition.

Additionally, the Company entered into another

operating lease on September 1, 2024 with regard to office space.

The Company has operating leases consisting of office space with remaining

lease terms ranging from 3.1 to 5.9 years as of December 31, 2024.

The Company has finance leases consisting of office and lab equipment

with remaining lease terms ranging from approximately 1.25 to 3.0 years as of December 31, 2024, for which the Company has determined

that it will use the equipment for a major part of its remaining economic life.

lease agreements generally do not provide an implicit borrowing rate.

Therefore, the Company used a benchmark approach as of December

31, 2023, to derive an appropriate incremental borrowing rate to discount remaining lease payments.

The Company benchmarked itself against

other companies of similar credit ratings and comparable quality and derived imputed interest rates ranging from 7.97 % to 8.13 % for the

lease term lengths.

with an initial term of 12 months or less are not recorded on the balance sheet.

Therefore, the Company used a benchmark approach as of the date

of inception of the leases to derive an appropriate incremental borrowing rate to discount remaining lease payments.

The Company benchmarked

itself against other companies of similar credit ratings and comparable quality and derived imputed interest rates ranging from 7.41 %

to 8.03 % for the lease term lengths.

with an initial term of 12 months or less are not recorded on the consolidated balance sheets.

There are no material residual guarantees associated

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asset and lease liability.

Prior to adoption of ASU 2016-02 effective January 1, 2022, the Company accounted for operating lease transactions

by recording lease expense on a straight-line basis over the expected term of the lease.

components of lease expense, which are included in selling, general and administrative expense and depreciation and amortization for

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Total lease cost

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash flows from finance leases

Operating cash flows from operating leases

SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES

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Financing lease liability,

Total finance lease

Weighted-average

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Present value of lease

NOTES PAYABLE

Corolla - 2024

March 18, 2024, the Company entered into a finance agreement to purchase a 2024 Toyota Corolla for $ 33,620 with a maturity date of February

The loan bears fixed interest at a rate of 5.99 % per annum, with monthly payments of $ 467 , which is comprised of principal

and interest.

This loan is collateralized by the underlying vehicle.

The balance of this loan as of December 31, 2024, and 2023 was $ 24,849 and $ 0 , respectively.

The current portion of the balance of this loan as of December 31, 2024, and 2023

was $ 5,603 and $ 0 , respectively.

and Officers Insurance Policy – 2024

September 2024, the Company obtained short-term financing of approximately $ 0.26 million with 11 monthly payments of approximately $ 24,000

and interest at a 6.7 % fixed annual rate for director and officer insurance policies.

The current portion of the balance of this loan

as of December 31, 2024, and December 31, 2023, was $ 167,000 and $ 0 , respectively.

COMMITMENTS AND CONTINGENCIES

addition to the operating lease listed in Note 9, the Company leases its corporate offices under a month-to-month agreement and leases

its laboratory and additional office space under an operating lease that is renewable annually by written notice by the Company and will

require renewal in February 2024.

Rent expense for office and lab space amounted to $ 112,124 and $ 65,043 for the years ended December

31, 2023, and 2022, respectively.

time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business.

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On June 4, 2024, the Company received

stockholder approval to increase the number of authorized shares from 14,285,715 shares to 25,000,000 shares.

The Company has issued

9,505,255 shares of Common Stock of which 110,645 are unvested restricted stock shares as of December 31, 2023, and 8,381,324 shares

of Common Stock as of December 31, 2022.

stockholder approval to increase the number of authorized shares of Common Stock from 25,000,000 shares to 100,000,000 shares, and on

June 5, 2024, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware

to effect the increase.

The Company has issued 15,576,674 shares of Common Stock, of which 349,057 are unvested restricted stock awards

as of December 31, 2024, and 9,505,255 shares of Common Stock, of which 110,645 are unvested restricted stock awards as of December 31,

STOCK-BASED COMPENSATION

Company grants options and restricted stock awards under its 2014 Equity Incentive Plan (the “Plan”).

Under the Plan, the

Company is authorized to grant options or restricted stock for up to 2,000,000 shares of Common Stock.

On June 6, 2023, the Company received

stockholder approval to increase the number of authorized shares from 1,142,857 to 2,000,000 .

Options or restricted stock awards may

be granted to employees, the Company’s Board of Directors, and external consultants who provide services to the Company.

and restricted stock awards granted under the Plan have vesting schedules with terms of one to three years and become fully exercisable

based on specific terms imposed at the date of grant.

The Plan will terminate according to the respective terms of the Plan in March

Company granted options and restricted stock awards under its 2014 Equity Incentive Plan (the “2014 Plan”).

Under the 2014

Plan, the Company was authorized to grant options or restricted stock for up to 2,000,000 shares of Common Stock.

On June 6, 2023, the

Company received stockholder approval to increase the number of authorized shares from 1,142,857 to 2,000,000 .

Options or restricted

stock awards may be granted to employees, the Company’s board of directors, and external consultants who provide services to the

Options and restricted stock awards granted under the 2014 Plan have vesting schedules with terms of one to three years and

become fully exercisable based on specific terms imposed at the date of grant.

The 2014 Plan expired according to the respective 10-year

term of the 2014 Plan in March 2024.

A new 2024 Incentive Compensation Plan (the “2024 Plan”) was approved at the Annual

Meeting of Shareholders on June 4, 2024.

Company has recorded stock-based compensation expense related to the issuance of restricted stock awards in the following line items

in the accompanying consolidated statement of operations:

in the accompanying condensed consolidated statements of operations:

SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS

Research and development

Selling, general

and administrative

Selling, general and

administrative

stock-based compensation expense

following table summarizes stock option activity under the Plan:

following table summarizes stock option activity under the 2014 and 2024 Plans:

SUMMARY OF OPTION ACTIVITY

exercise price

term (in years)

intrinsic value

Outstanding at December 31,

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at December 31, 2024

of December 31, 2023, there was $ 322 unrecognized compensation cost related to non-vested stock options.

the year ended December 31, 2023, no options were issued or exercised.

During the year ended December 31, 2022, the Company issued options

to purchase 7,142 shares of Common Stock to employees.

The per share weighted-average fair value of the options granted during 2022 was

estimated at $ 2.84 on the date of grant.

During the year ended December 31, 2022, 64,848 options were exercised into an equivalent number

of common shares.

The company received proceeds of approximately $ 75,000 from the exercise of the options.

following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued

during the years ended December 31, 2023, and 2022, respectively:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

Fair value of Common Stock

Expected term (years)

Risk-free interest rate

Dividend yield

Black-Scholes

requires the use of subjective assumptions which determine the fair value of stock-based awards.

These assumptions include:

value of Common Stock —The fair value of stock option and restricted share grants are determined based on the closing price

of our stock on the date of grant.

term —The expected term represents the period that stock-based awards are expected to be outstanding.

The expected term for

option grants is determined using the simplified method.

The simplified method deems the term to be the average of the time-to-vesting

and the contractual life of the stock-based awards.

volatility — Since the Company does not have sufficient trading history for its Common Stock, the expected volatility is estimated

based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the

stock-based awards.

The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty.

The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own

stock price becomes available.

interest rate —The risk-free interest rate is based on the U.S.

Treasury zero coupon issues in effect at the time of grant for

periods corresponding with the expected term of a stock-based award.

dividend —The Company has never paid dividends on its Common Stock and has no plans to pay dividends on its Common Stock.

the Company used an expected dividend yield of zero.

following table summarizes restricted stock award activity under the Plan:

OF RESTRICTED STOCK AWARD

of December 31, 2024, there was no unrecognized compensation cost related to non-vested stock options.

During the year ended December 31, 2024, 208,031 options were exercised at an exercise price of $ 1.155 , of which 143,183 options were from a cashless exercise, and 137,854 options were forfeited due to a cashless exercise.

following table summarizes restricted stock award activity under the 2014 and 2024 Plan:

SUMMARY OF RESTRICTED STOCK AWARD

As of December 31, 2024

Balance at December 31, 2023

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During the year ended December 31, 2023, 59,051 shares vested from RSAs previously issued.

account for Common Stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant

Warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification

of the warrant exercise price in the event subsequent sales of Common Stock by the Company are at a lower price per share than the then-current

warrant exercise price.

We classify derivative warrant liabilities on the balance sheet at fair value, and changes in fair value during

the periods presented in the consolidated statement of operations, which is revalued at each consolidated balance sheet date subsequent

to the initial issuance of the stock warrant.

of December 31, 2023, and December 31, 2022, the Company had 4,649,952 warrants outstanding to purchase one share of the Company’s

Common Stock for each warrant at a weighted average exercise price of $ 5.03 and various expiration dates through September 2027.

year end December 31, 2023, no warrants were exercised into an equivalent number of Common Shares as compared to 1,036,486 warrants being

exercised during the year ended December 31, 2022.

September 17, 2023, the Company entered into a warrant amendment with certain holders of (1) tradeable warrants (the “Tradeable

Warrants”) who have the right to purchase 73,568 shares of Common Stock;

(2) non-tradeable warrants (the “Non-Tradeable Warrants”)

who have the right to purchase 73,568 shares of Common Stock and (3) other outstanding warrants (the “Pre-IPO Warrants”)

who have the right to purchase 1,109,475 shares of Common Stock.

The warrant amendment provides that such warrants will not be exercisable

until the date that the Company files a certificate of amendment to its certificate of incorporation with the State of Delaware which

increases the number of shares of its authorized Common Stock to allow for sufficient authorized and unissued shares of Common Stock

for the full exercise of all of the outstanding Pre-IPO Warrants, Tradeable Warrants, and Non-Tradeable Warrants of the Company and the

issuance of all of the shares of Common Stock underlying such warrants.

Company’s outstanding Common Stock warrants are equity classified.

As of December 31, 2024 and 2023, the Company

had 12,298,124

and 4,649,952

warrants outstanding, respectively, to purchase one share of the Company’s Common Stock for each warrant at a weighted average exercise price

and expire at various dates through October 2029.

During the year ended December 31, 2024, a total number of 1,066,767

warrants were exercised into an equivalent number of shares of Common Stock as compared to no

warrants being exercised during the year ended December 31, 2023.

The proceeds of the exercised warrants for the year ended December

31, 2024, was $ 1,343,390 ,

compared to no

proceeds during the year ended December 31, 2023.

March 8, 2024, the Company issued to certain investors (1) in a registered direct offering, 1,600,000 shares of the Company’s

Common Stock and (2) in a concurrent private placement, warrants to purchase an aggregate of 1,600,000 shares of Common Stock,

with an exercise price of $ 1.64 (collectively, the “Transaction”), which Transaction constitutes a Dilutive Issuance

under the terms of the warrants.

In addition, the placement agent was granted warrants to purchase 32,000 shares of Common

Stock, with an exercise price of $ 1.64 .

August 5, 2024, the Company entered into warrant exercise agreements with three existing accredited investors to exercise certain outstanding

warrants to purchase an aggregate of 1,041,667 of the Company’s shares of Common Stock (the “Existing Warrants”).

exercising holders received in a private placement new unregistered warrants (the “New Warrants”) to purchase up to an aggregate

of 1,302,082 shares of Common Stock with an exercise price of $ 1.50 per share, which are initially exercisable on the date that stockholder

approval of the exercise of the New Warrants is obtained and will expire five years from the date of such approval.

In connection with

the exercise of the Existing Warrants, the Company agreed to reduce the exercise price of the Existing Warrants from $ 1.64 to $ 1.25 per

The exercise of the Existing Warrants and the issuance of the New Warrants occurred on August 5, 2024.

The change in the exercise price of the Existing Warrants resulted in a fair value adjustment of $ 27,757 which

was recorded to Additional paid-in capital for the exercised warrants.

August 5, 2024, the Company also entered into a securities purchase agreement with an institutional

investor (the “Purchaser”), pursuant to which the Company issued to the Purchaser, (1) in a registered direct offering, 360,000

shares of Common Stock, and (2) in a concurrent private placement, warrants (the “Private Warrants”) to purchase an aggregate

of 450,000 shares of Common Stock (the “Private Warrant Shares”), with an exercise price of $ 1.50 (collectively, the “Offering”).

In addition, designees of the placement agent for the Offering were granted warrants to purchase an aggregate of up to 49,862 shares

of Common Stock, with an exercise price of $ 1.50 .

October 21, 2024, the Company issued (1) in a registered direct offering, 2,048,294 shares (the “Shares”) of the Company’s Common Stock, par value $ 0.007 per share, and (2) in a concurrent private placement, common warrants

(the “Common Warrants”) to purchase an aggregate of 2,662,782 shares of Common Stock (the “Common Warrant

Shares”), with an exercise price of $ 1.50 , pursuant to a securities purchase agreement, dated October 18, 2024 with institutional investors (the “Purchasers”).

Such registered direct offering and concurrent private

placement are collectively referred to as the “Offerings.” In addition, designees of the placement agent for the Offering

were granted warrants to purchase an aggregate of up to 61,448 shares of Common Stock, with an exercise price of $ 1.50 .

of December 31, 2024, and prior to the Offering, there were tradeable warrants to purchase up to an aggregate of 1,601,255 shares of

Common Stock outstanding and non-tradeable warrants to purchase an aggregate of up to 2,704,458 shares of Common Stock outstanding.

SCHEDULE OF CLASS OF WARRANT

warrants issued

Weighted-average

exercise price

warrants exercised

warrants outstanding

Pre-IPO convertible notes

IPO tradeable

IPO non-tradeable

Direct offering March 8, 2024

( 1,066,667 )

Placement agent direct offering March 8,

Inducement/direct offering August 5, 2024

Placement agent direct offering August 5,

Direct offering October 21, 2024

Placement agent direct

offering October 21, 2024

Balance at December

( 2,103,253 )

tax assets and valuation allowance

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Capitalized R&E

Bad debt expense

Operating lease liabilities

2 unchanged sentences

Right-of-use asset tax

$ ( 261,215 )

and amortization

3 unchanged sentences

( 7,809,487 )

property and equipment, net

tax assets (liabilities), net

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2024

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Beginning balance

Additions based on tax positions related

Deductions based on tax positions related

to the prior year

Additions based on tax positions related

to the current year

Additions based on

tax positions related to the current year

Ending balance

SUBSEQUENT EVENTS

March 8, 2024, the Company issued to certain investors, (i) in a registered direct offering, 1,600,000 shares of the Company’s

common stock and (ii) in a concurrent private placement, warrants to purchase an aggregate of 1,600,000 shares of Common Stock, with

an exercise price of $ 1.64 (collectively, the “Transaction”), which Transaction constitutes a Dilutive Issuance under the

terms of the Warrants.

3(b) of the Warrants provides that in the event of a Dilutive Issuance, the Exercise Price of the Warrants shall be reduced and only

reduced to equal the effective price per share of the Dilutive Issuance (the “Base Share Price”) and the number of Warrant

Shares issuable thereunder shall be increased such that the aggregate Exercise Price payable pursuant to the Warrant, after taking into

account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment, provided that the

Base Share Price shall not be less than $3.0625 (50% of the public offering price of the Units sold in the Company’s initial public

offering) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions).

effect of the Transaction is such that the Exercise Price of the Warrants shall be reduced to $ 3.0625 per share.

The new number of Warrant

Shares is calculated by dividing (x) the number of Warrant Shares underlying the Warrant immediately prior to the Transaction multiplied

by the Exercise Price in effect immediately prior to the Transaction, by (y) $ 3.0625 .

The calculations will be made to the nearest cent

or the nearest 1/100th of a share.

of March 8, 2024 and prior to the Transaction, there were Tradeable Warrants to purchase up to an aggregate of 1,601,258 shares of common

stock outstanding and Non-Tradeable Warrants to purchase an aggregate of up to 2,704,554 shares of common stock outstanding.

March 7, 2025, the Company announced targeted strategic actions to improve financial performance and accelerate the commercial

growth of CyPath ® Lung, taking steps to deliver approximately $ 4 million in annual cost savings at its subsidiary

Precision Pathology Laboratory Services (PPLS), while increasing resources to expand CyPath ® Lung sales in

high-potential national markets.

Specifically, cost savings are a result of labor cost reductions, operational efficiency

enhancements, and discontinuing certain pathology services with suboptimal profit margins to focus on high-margin services such as

CyPath ® Lung and by discontinuing certain pathology services with suboptimal profit margins.

February 26, 2025, pursuant to the terms of a warrant inducement agreement (the “February Inducement Agreement”), dated

February 25, 2025 that the Company entered into with certain holders of existing warrants, such holders exercised for cash (i)

warrants to purchase an aggregate of up to 1,302,082

shares of Common Stock issued on October 21, 2024 (the “October Warrants”), at the reduced exercise price of $ 0.58

per share, and (ii) warrants to purchase an aggregate of up to 1,136,391

shares of Common Stock issued on August 5, 2024 (the “August Warrants”), at the reduced exercise price of $ 0.58

The Company received aggregate gross proceeds of approximately $ 1.4

million, before deducting advisory fees and other expenses payable by it.

In consideration of the immediate exercise of the October

Warrants and August Warrants by the holders thereof in accordance with the February Inducement Agreement, the Company issued unregistered

common warrants to purchase an aggregate of up to 2,926,166

shares of Common Stock ( 120 %

of the number of shares of Common Stock issuable upon exercise of the October Warrants and August Warrants) to such

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures