bioAffinity Technologies, Inc. Stock Compensation Disclosure
Under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), the Company is authorized to grant options or restricted stock for up to shares of Common Stock. On June 6, 2023, the Company received stockholder approval to increase the number of authorized shares from to , adjusted for the 30-1 reverse split. The 2014 Plan expired at the end of its -year term in March 2024. A new 2024 Incentive Compensation Plan (the “2024 Plan”) was approved at the Annual Meeting of Shareholders on June 4, 2024.
Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Research and development | $ | 51,953 | $ | 99,174 | ||||
| Clinical | 10,282 | 10,000 | ||||||
| Selling, general and administrative | 609,239 | 880,507 | ||||||
| Total stock-based compensation expense | $ | 671,474 | $ | 989,681 | ||||
| Number of options | Weighted-average exercise price | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Outstanding at December 31, 2024 | 9,649 | $ | 207.84 | |||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | — | — | ||||||||||||||
| Forfeited | (594 | ) | 147.28 | — | — | |||||||||||
| Outstanding at December 31, 2025 | 9,055 | $ | 211.56 | |||||||||||||
| Vested and exercisable at December 31, 2025 | 9,055 | $ | 211.56 | |||||||||||||
As of December 31, 2025, there was unrecognized compensation cost related to non-vested stock options.
Restricted Stock Awards
| Number of | As of December 31, 2025 | |||||||||||||||||||
| restricted stock awards (RSA) | Weighted- average grant price | FMV on grant date | Vested number of RSA | Unvested number of RSA | ||||||||||||||||
| Balance at December 31, 2024 | 44,261 | $ | 56.88 | $ | 2,517,630 | 40,244 | 3,859 | |||||||||||||
| Granted | 8,598 | 22.37 | 214,003 | 7,195 | 512 | |||||||||||||||
| Forfeited | (1,049 | ) | 21.30 | (21,651 | ) | |||||||||||||||
| Balance at December 31, 2025 | 51,810 | $ | 51.87 | $ | 2,709,982 | 47,439 | 4,371 | |||||||||||||
During the year ended December 31, 2025, the Company issued restricted stock awards (“RSAs”) for shares of Common Stock to employees, non-employees, and the board of directors. The shares vest in equal monthly installments over terms of immediately and up to , subject to the employees and non-employees providing continuous service through the vesting date. During the year ended December 31, 2025, shares vested from RSAs granted in 2025, and shares vested from RSA’s granted prior to 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.