bioAffinity Technologies, Inc. (NASDAQ: BIAF) has a tradeable public float of roughly 522,877 shares — but sitting just outside it are 616,135 shares in pre-funded warrants at a nominal $0.105 strike. Pre-funded warrants are instruments where the buyer has already paid nearly the full purchase price upfront and can convert to common stock at will, with no company approval, no price condition, and no further payment beyond a fraction of a penny per share. That hidden supply alone exceeds the entire float by 18%.
No data service, screener, or broker-quoted float figure reflects those shares. They are invisible until exercised.
The Numbers Behind the Grade
BIAF's dilution risk score is 8 out of 10 — HIGH. Here is why.
Shares outstanding sit at 540,115 following a 1-for-15 reverse split effective August 24, 2026. Shares authorized: 350,000,000 — roughly 648 times the outstanding count, leaving effectively unlimited headroom for new issuance. The company's post-split market capitalization is approximately $3.1 million.
Total pending supply — warrants, convertible preferred, options, and at-the-market capacity — amounts to 1,913,778 post-split shares, or 366% of the current float. The largest single block: 564,135 pre-funded warrant shares from an August 2026 private placement with one unnamed institutional buyer, plus 52,000 unexercised pre-funded warrants from a June 2026 offering. A 9.99% beneficial-ownership blocker — a contractual cap that limits how large a percentage of the company any single holder can own at one time — meters the pace of exercise but does not limit cumulative selling.
What Sits Behind the Pre-Funded Warrants
The same August 2026 placement carried 200% warrant coverage: 564,135 Series A and 564,135 Series B warrants struck at $7.09, exercisable only after a stockholder approval vote the company controls. Against a recent quote of $5.82, that strike is just 22% above market. One move of that magnitude puts more than two floats' worth of supply in the money for five years.
A pending resale registration — a filing that converts restricted shares into freely tradeable ones — is required to be effective by approximately September 26, 2026. It covers roughly 1,709,396 post-split shares, or 327% of the float, held by a single counterparty.
Serial Financing and a Disputed Ratchet Floor
BIAF closed six separate financings in fifteen months, each dilutive to the prior round, at steadily declining per-share prices. Shares outstanding grew 78.7% in just three months through August 3, 2026, per XBRL filings. This is the company's second reverse split in eleven months — a cumulative 450-to-1 compression — and the board holds standing authority through April 2027 to execute yet another split of up to 1-for-250 without a new shareholder vote.
Meanwhile, 300 shares of Series B Convertible Preferred remain outstanding with a full-ratchet conversion reset — a mechanism that automatically lowers the conversion price to match any cheaper future issuance. The company's 10-K and 10-Q state the ratchet floor is $3.00 per share, which would yield only 6,667 common shares. But the 424B3 prospectus supplement filed May 14, 2026 states the floor is $0.10. At that level, the same 300 preferred shares convert into 200,000 common shares — 38% of the float — at no additional cost to the holder. The contradiction remains unresolved in public filings.
ATM Overhang
An at-the-market program — a facility allowing the company to sell new shares directly into the open market on any trading day — with WallachBeth Capital has $5,801,000 of remaining capacity. That is approximately 185% of BIAF's entire market capitalization, available for issuance at management's discretion at a 3.0% commission. The program has already been used: 114,672 pre-split shares were sold for roughly $1.2 million through June 30, 2026.
The resale registration deadline of approximately September 26, 2026 is the nearest structural catalyst — the date on which over three floats' worth of currently restricted supply could become freely tradeable in a single event.