Bioatla, Inc. SEC Filings

BioAtla, Inc. Chief Medical Officer Eric Sievers reported routine tax-related share withholdings, not open-market sales. On two dates, a total of 494 common shares were withheld by the company to satisfy income tax obligations tied to vested restricted stock units. Following the most recent withholding, Sievers directly owned 11,840 common shares. The reported amounts have been adjusted to reflect a 50-for-1 share consolidation effective on April 6, 2026.

BioAtla, Inc. director and Chief Executive Officer Jay M. Short reported routine tax-related share dispositions rather than open-market sales. On March 12, 2026 and May 31, 2026, a total of 898 shares of common stock were withheld by the company to cover income tax obligations tied to vesting restricted stock units.

After the most recent withholding of 259 shares at $3.93 per share, Short directly holds 52,294 common shares, with additional indirect holdings through entities and a spouse. Reported amounts reflect a 50-for-1 share consolidation of BioAtla common stock effective on April 6, 2026.

BioAtla, Inc. is asking shareholders to vote at its 2026 Annual Meeting, which will be held virtually on July 16, 2026 at 8:00 a.m. Pacific Time via live webcast. Holders of common stock as of May 18, 2026 are entitled to vote.

Shareholders will elect two Class III directors, Jay M. Short and Edward Williams, ratify Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and cast a non-binding advisory vote on 2025 executive compensation. The board recommends voting “FOR” all three proposals.

The company notes that a 50-for-1 share consolidation became effective on April 6, 2026, and all share and per-share figures have been adjusted. The board highlights its committee structure, director independence, diversity profile, and a pay-for-performance philosophy with stock ownership guidelines for directors and executives.

BioAtla, Inc. reported a Q1 2026 net loss of $6.3M, improved from $15.3M a year earlier, mainly due to sharply lower research and development spending after completing several Phase 2 trials and cutting its workforce.

Research and development expense fell to $4.6M from $12.4M, while general and administrative costs were stable at $4.7M. The company recorded a $2.7M non-cash gain from revaluing warrant liabilities and a $0.3M gain from remeasuring a pre-paid advance that fully converted into equity.

Liquidity remains constrained: cash and cash equivalents were only $2.0M at March 31, 2026, against an accumulated deficit of $552.0M, and management concluded that substantial doubt exists about its ability to continue as a going concern. In March 2026 BioAtla launched a strategic review and implemented a ~70% workforce reduction to preserve capital. A May 2026 amendment to a license agreement with Context Therapeutics is expected to bring $6.5M in non-recurring cash, and the company also has access to a $15.0M standby equity facility, but future funding and the outcome of the strategic process remain uncertain.

BioAtla, Inc. filed an amended annual report to add detailed Part III information on directors, executive compensation, ownership and governance that was originally planned to come from its proxy statement. The amendment does not change prior financial statements but reflects a 50-for-1 share consolidation effective April 6, 2026. As of April 27, 2026, BioAtla had 1,659,612 common shares outstanding. The filing outlines the board’s structure, committee memberships and independence, and describes compensation philosophy emphasizing pay-for-performance and equity incentives. For 2025, the CEO’s base salary was $734,820, other named executives received modest salary increases, and no annual cash bonuses were paid because corporate performance did not meet the 50% threshold under the bonus plan. In March 2025, the compensation committee granted time-vested RSUs to executives and maintained severance and change-in-control protections, stock ownership guidelines, an insider trading policy banning hedging and pledging, and a compensation clawback policy.

BioAtla, Inc. is implementing a reverse stock split through an internal merger structure. On April 2, 2026, the company filed a Certificate of Merger in Delaware for a merger between BioAtla and its wholly owned subsidiary, BA Merger Sub, Inc.

At the effective time of the merger on April 6, 2026 at 12:01 a.m. Eastern Time, BA Merger Sub will merge into BioAtla, with BioAtla continuing as the surviving corporation. Every fifty (50) shares of BioAtla common stock issued and outstanding or held as treasury stock will be converted into one (1) share of common stock of the surviving corporation.

The company’s Amended and Restated Certificate of Incorporation will remain in effect for the surviving corporation. The full Certificate of Merger is available as Exhibit 99.1, and BioAtla’s common stock will continue to trade on The Nasdaq Capital Market under the symbol BCAB.

BioAtla, Inc. is a clinical-stage biopharmaceutical company developing conditionally active biologics (CAB antibodies) for solid tumors, using pH-sensitive designs to concentrate activity in the acidic tumor microenvironment while sparing normal tissue.

The company’s lead programs include CAB bispecific BA3182 in a Phase 1 adenocarcinoma study, CAB-ADC ozuriftamab vedotin (BA3021) targeting ROR2 with plans for a Phase 3 trial in previously treated HPV-associated oropharyngeal cancer, and CAB-ADC mecbotamab vedotin (BA3011) targeting AXL, along with CAB anti-CTLA-4 evalstotug.

On March 2, 2026, the board began a formal process to explore strategic options, including asset sales, licensing, partnerships or other transactions, and implemented a workforce reduction and cost-containment measures. As part of capital preservation, BioAtla is re-evaluating the timing and scope of key clinical programs and the previously announced $40 million ozuriftamab SPV investment structure, even as it highlights a broad patent estate and multiple out-licensing and collaboration agreements.

BioAtla, Inc. is a clinical-stage biopharmaceutical company developing conditionally active biologics (CAB antibodies) for solid tumors, using pH-sensitive designs to concentrate activity in the acidic tumor microenvironment while sparing normal tissue.

The company’s lead programs include CAB bispecific BA3182 in a Phase 1 adenocarcinoma study, CAB-ADC ozuriftamab vedotin (BA3021) targeting ROR2 with plans for a Phase 3 trial in previously treated HPV-associated oropharyngeal cancer, and CAB-ADC mecbotamab vedotin (BA3011) targeting AXL, along with CAB anti-CTLA-4 evalstotug.

On March 2, 2026, the board began a formal process to explore strategic options, including asset sales, licensing, partnerships or other transactions, and implemented a workforce reduction and cost-containment measures. As part of capital preservation, BioAtla is re-evaluating the timing and scope of key clinical programs and the previously announced $40 million ozuriftamab SPV investment structure, even as it highlights a broad patent estate and multiple out-licensing and collaboration agreements.

BioAtla, Inc. reported a full-year 2025 net loss of $59.6 million and a fourth-quarter 2025 net loss of $9.8 million, reflecting lower collaboration revenue and high R&D spending. R&D expenses were $43.6 million in 2025, down from $63.1 million, while G&A expenses fell to $17.7 million from $21.8 million after workforce reductions.

Cash and cash equivalents declined to $7.1 million as of December 31, 2025, with total assets of $13.8 million and a stockholders’ deficit of $36.2 million, indicating financial strain. The company has fully converted its Pre-paid Advance Agreements into common stock and is using a Standby Equity Purchase Agreement to extend runway.

BioAtla’s board initiated a formal process to explore strategic options, including potential asset sales, licensing deals, partnerships, or other transactions, and implemented additional reductions in force and cost-containment measures. While continuing key programs such as the Phase 1 BA3182 study and advanced assets Ozuriftamab Vedotin, Mecbotamab Vedotin, and Evalstotug, the company warns that clinical development may be limited or delayed pending the outcome of this strategic review.

BioAtla, Inc. reported a full-year 2025 net loss of $59.6 million and a fourth-quarter 2025 net loss of $9.8 million, reflecting lower collaboration revenue and high R&D spending. R&D expenses were $43.6 million in 2025, down from $63.1 million, while G&A expenses fell to $17.7 million from $21.8 million after workforce reductions.

Cash and cash equivalents declined to $7.1 million as of December 31, 2025, with total assets of $13.8 million and a stockholders’ deficit of $36.2 million, indicating financial strain. The company has fully converted its Pre-paid Advance Agreements into common stock and is using a Standby Equity Purchase Agreement to extend runway.

BioAtla’s board initiated a formal process to explore strategic options, including potential asset sales, licensing deals, partnerships, or other transactions, and implemented additional reductions in force and cost-containment measures. While continuing key programs such as the Phase 1 BA3182 study and advanced assets Ozuriftamab Vedotin, Mecbotamab Vedotin, and Evalstotug, the company warns that clinical development may be limited or delayed pending the outcome of this strategic review.