--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-033213" form_type: "8-K" ticker: "BIAF" cik: "0001712762" company_name: "bioAffinity Technologies, Inc." filed_at: "2023-09-20T23:59:59+00:00" generated_at: "2026-06-10T12:11:23.780647+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # BioAffinity completes $3.5M acquisition of clinical lab; issues 564,972 shares; appoints Dr. Joyce to board ## Summary - Acquired a CAP-accredited, CLIA-certified clinical pathology lab from Village Oaks Pathology for $3.5M ($2.5M cash + 564,972 restricted shares). - Dr. Roby Joyce appointed to Board of Directors and as Medical Director of subsidiary PPLS under a 3-year employment agreement at $333,333/year. - Xavier Reveles promoted to COO effective Sept 18, 2023; base salary raised from $150,000 to $175,000. - Warrant amendments delay exercise until authorized common stock is increased to cover all outstanding warrants. ## SEC filing metadata - accession: 0001493152-23-033213 - form_type: 8-K - ticker: BIAF - cik: 0001712762 - company_name: bioAffinity Technologies, Inc. - filed_at: 2023-09-20T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-033213 - JSON: https://secwatch.observer/filing/0001493152-23-033213.json - Plain text: https://secwatch.observer/filing/0001493152-23-033213.txt ## Key facts - Executive change Xavier Reveles was appointed as Chief Operating Officer at bioAffinity Technologies, Inc.. - Action: appointed - Role: Chief Operating Officer source text: Xavier Reveles, age 54, who has served as the Company’s Vice President of Operations as an employee at will since September 2022, was appointed to serve as the Company’s Chief Operating Officer on September 18, 2023, contingent upon and effective as of the consummation of the Acquisition. evidence_url: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm - Executive change Roby P. Joyce was appointed as Director at bioAffinity Technologies, Inc.. - Action: appointed - Role: Director source text: Roby P. Joyce, MD, age 75, was appointed to serve on the Company’s Board of Directors on September 18, 2023, contingent upon and effective as of the consummation of the Acquisition. evidence_url: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm - M&A Transactions bioAffinity Technologies, Inc. completed an acquisition involving Village Oaks Pathology Services, P.A. d/b/a Precision Pathology Services for $3,500,000 (closed 2023-09-18). - Action: acquisition - Counterparty: Village Oaks Pathology Services, P.A. d/b/a Precision Pathology Services - Consideration: $3,500,000 - Closing: 2023-09-18 source text: now owned by PPLS, and related services business, and assumed certain liabilities and obligations. Pursuant to the terms of the Asset Purchase Agreement, Village Oaks received $3,500,000 in consideration for the Laboratory Assets purchased by PPLS, of which $1,000,000 was paid by the issuance of 564,972 shares of the Company’s restricted common stock to the Joyce evidence_url: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm - Material Agreements bioAffinity Technologies, Inc. amended Warrant Amendment with Mr. Girgenti, the Cranye Girgenti Testamentary Trust, Gary Rubin, The Harvey Sandler Revocable Trust, Ms. Zannes and Dr. Joyce (effective 2023-09-17). - Action: amendment - Counterparty: Mr. Girgenti, the Cranye Girgenti Testamentary Trust, Gary Rubin, The Harvey Sandler Revocable Trust, Ms. Zannes and Dr. Joyce - Effective: 2023-09-17 source text: On September 17, 2023, Mr. Girgenti, the Cranye Girgenti Testamentary Trust, Gary Rubin, The Harvey Sandler Revocable Trust, a trust of which Mr. Rubin is a co-trustee, Ms. Zannes and Dr. Joyce consented to an amendment of the terms of the outstanding warrants that they own. evidence_url: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm - Material Agreements bioAffinity Technologies, Inc. entered into Asset Purchase Agreement with Village Oaks Pathology Services, P.A. and Dr. Roby P. Joyce, M.D. valued at $3,500,000 (effective 2023-09-18). - Action: entry - Agreement: asset purchase - Counterparty: Village Oaks Pathology Services, P.A. and Dr. Roby P. Joyce, M.D. - Value: $3,500,000 - Effective: 2023-09-18 source text: On September 18, 2023, bioAffinity Technologies, Inc.‘s (the “Company”) wholly-owned subsidiary, Precision Pathology Laboratory Services LLC (“PPLS”), consummated the acquisition (the “Acquisition”) of a clinical anatomic and clinical pathology laboratory and related services business in San Antonio, Texas (the “Laboratory Assets”) pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated September 18, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1712762/000149315223033213/0001493152-23-033213-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.