US IPO Pipeline SEC S-1 Filings — April 30, 2026

30-04-2026

First Breach, Inc., an ammunition manufacturer formed in 2018, filed an S-1 registration statement on April 30, 2026, for a direct listing on the Nasdaq Capital Market. For the year ended December 31, 2025, the company reported minimal net revenues of $384,129 against a substantial net loss of $13,822,121, negative gross margin of $(2,062,199), loss from operations of $(9,988,913), and negative working capital of $1,137,709, raising substantial doubt about its ability to continue as a going concern. The filing highlights extensive business risks including limited operating history, reliance on a single manufacturing facility, raw material shortages, competition, and regulatory challenges, with no prior period data for comparison.

• ·Principal executive office: 18450 Showalter Rd., Hagerstown, MD 21742; telephone: (443) 900-9890; website: https://firstbreach.com.
• ·Originally formed as First Breach, LLC in Maryland on April 9, 2018; converted to Delaware corporation on October 22, 2021.
• ·Senior Notes secured by first-priority lien on substantially all assets and convertible into common stock.
• ·Status as emerging growth company and smaller reporting company with reduced disclosure obligations.

30-04-2026

BayFirst Financial Corp. filed an S-1 registration statement on April 30, 2026, for a rights offering to shareholders of record as of May 12, 2026, allowing subscription for up to 4,108,072 shares of common stock at $3.50 per share, potentially raising $14.38 million in gross proceeds if fully subscribed. This follows a recent $80 million convertible preferred stock sale at an effective $3.50 per share equivalent, with Hovde Group acting as sales agent on a best-efforts basis at 2% commission; however, the offering price represents a significant discount to the April 29, 2026, closing price of $8.00 per share, and there is no guarantee of full subscription.

• ·Offering subscriptions must be received by 5:00 p.m. ET on __, 2026, with possible extension up to 30 days.
• ·Registrant qualifies as a smaller reporting company and emerging growth company.
• ·Common stock trades on Nasdaq Capital Market under symbol 'BAFN'.
• ·Incorporates by reference 10-K for FY ended December 31, 2025, and 8-Ks filed January 6, February 13, March 31, and April 30, 2026.

30-04-2026

GT Biopharma filed an S-1 registration statement on April 30, 2026, to register for resale up to 9,723,057 shares of common stock by selling stockholders from a May 2025 private placement that raised $5,950,000 initially plus $9.4 million from exercised greenshoe rights, for total gross proceeds of approximately $15.35 million. However, the company faces significant risks including Nasdaq non-compliance with the $1 minimum bid price requirement (letter dated November 20, 2025; compliance period ends May 19, 2026) and substantial doubt about its ability to continue as a going concern due to insufficient cash for operations beyond one year.

• ·Compliance period for Nasdaq $1 minimum bid price requirement extends until May 19, 2026.
• ·Registration rights agreement requires resale registration statement filing within 30 days of May 12, 2025, and each Greenshoe closing, effective within 90 days.
• ·Company qualifies as smaller reporting company with scaled disclosures until public float exceeds $250M or revenues exceed $100M.
• ·Became fully remote company effective July 1, 2024.

30-04-2026

bioAffinity Technologies, Inc. (BIAF) filed an S-1 registration statement on April 30, 2026, to register up to 497,483 shares of common stock for resale by selling stockholders, comprising 365,603 warrant shares and 131,880 shares from Series B Preferred Stock conversions due to anti-dilution adjustments. Prior to the offering, 4,498,675 shares were outstanding as of April 29, 2026, increasing to 4,996,155 after full exercise and conversion; the company receives no proceeds from resales but potentially $1.6 million from cash warrant exercises. The filing highlights the company's status as an emerging growth and smaller reporting company, with no plans for dividends and risks of future dilution from additional capital raises.

• ·August 13, 2025 private placement: 990 Series B shares (stated value $1,000 each) initially convertible into 143,476 common shares at $6.90; warrants for 223,824 shares at $10.56 initial exercise price.
• ·Warrant inducement: exercise of prior warrants (15,000 + 21,667 shares) at reduced $6.90 price, issuing new warrants for 47,666 shares at $10.56 (exercisable post-stockholder approval).
• ·Selling stockholders' post-offering ownership ranges from <1% to 5.9% (e.g., Intracoastal Capital LLC at 5.9%).
• ·Company qualifies as emerging growth and smaller reporting company; public float thresholds for smaller reporting: $250M or $700M with $100M revenue.