Bioatla, Inc. SEC Filings

BioAtla, Inc. reports that a Nasdaq Hearings Panel has decided to suspend trading of its common stock on Nasdaq due to non-compliance with the $1.00 minimum bid price rule and the $2.5 million stockholders’ equity requirement. The suspension is expected to take effect at the open of business on February 10, 2026, unless a Nasdaq Listing and Hearing Review Council stay is granted. BioAtla has requested an immediate call for review and plans to appeal the delisting determination, but these actions do not automatically halt the suspension. If delisted from Nasdaq, the company expects its shares to trade on the OTCIQ market under the symbol BCAB, which it warns could materially hurt trading price and volume. The company also notes that $1.25 million of prepaid advance principal remains outstanding and that its $15.0 million standby equity purchase agreement cannot be used while Nasdaq trading is suspended.

BioAtla, Inc. is asking stockholders at a virtual special meeting to approve a merger with its wholly owned subsidiary that will effectively conduct a 1‑for‑50 reverse stock split. Each fifty shares of common stock would convert into one share, with cash paid in lieu of fractional shares.

The company explains this share conversion is intended to lift its stock price above $1.00 for at least ten consecutive trading days to help regain or maintain compliance with Nasdaq’s minimum bid price and related listing requirements. The merger also amends and restates the certificate of incorporation so that future changes to Article IV (capital stock, including future reverse splits) can be approved by a simple majority of votes cast, rather than a supermajority.

BioAtla details prior failed attempts to approve a reverse split using a super‑voting preferred share, subsequent objections from Nasdaq under its voting rights rule, and the risk of suspension or delisting if bid price and equity/market‑value standards are not met. A second proposal would allow adjournment of the meeting to solicit more proxies if needed.

BioAtla outlined a path to reduce its share count and address Nasdaq listing issues. The company used a single super-voting Series A Junior Preferred Share to help approve a reverse stock split proposal, then redeemed that share and filed a Certificate of Elimination to remove the series from its charter.

The board chose not to implement the approved reverse split while listed on Nasdaq and instead signed a Merger Agreement under which a wholly owned subsidiary will merge into BioAtla and every 50 common shares will convert into one share, subject to stockholder approval. BioAtla detailed ongoing challenges meeting Nasdaq bid price and equity/market value standards, warning that failure to regain compliance by early February 2026 could lead to suspension and delisting.

The company also highlighted an expected $5 million payment from Inversagen AI for 4.375% of units in a subsidiary SPV and the filing of a new Form S-3 shelf registration to replace an expiring universal shelf and register shares for existing financing agreements.

BioAtla, Inc. has filed a new shelf registration statement on Form S-3 allowing it to offer and sell up to $200,000,000 of common stock, preferred stock, debt securities, warrants and units from time to time. The filing carries forward $195.95 million of unsold securities from a prior shelf under Rule 415(a)(6). A related prospectus supplement covers up to $18.75 million of common stock that may be issued to YA II PN, Ltd., Anson Investments Master Fund LP and Anson East Master Fund LP under Pre-Paid Advance Agreements and a Standby Equity Purchase Agreement, and also permits those investors to resell such shares. As of mid-January 2026, BioAtla’s public float was about $74.4 million, so sales under this shelf are limited by the one‑third cap in General Instruction I.B.6 of Form S‑3. The company’s stock trades on Nasdaq under the symbol “BCAB.”

BioAtla, Inc. reported that its board authorized the issuance of one share of Series A Junior Preferred Stock, called a Super-Voting Share, to Chairman and CEO Jay M. Short, Ph.D., for $0.01. This unregistered sale relied on the Section 4(a)(2) exemption for a private transaction with an accredited investor.

The company filed a Certificate of Designation creating the Super-Voting Share. This share votes together with common stock solely on reverse stock split–related proposals and any adjournments or related matters. It carries votes equal to the number of common shares outstanding on the record date, but must vote “for” the proposal only if at least two-thirds of the voting power of common stock present favors it, and “against” otherwise. The Super-Voting Share has no dividend rights, a $0.01 liquidation preference, can be redeemed by the board for $0.01, is generally non-transferable, and receives no merger consideration.

The filing explains that at a prior special meeting, stockholders approved a stock issuance proposal and an adjournment proposal, but the reverse stock split proposal (at a 1-for-5 to 1-for-20 range) did not receive the required two-thirds vote, so the meeting was adjourned. The special meeting will reconvene on January 26, 2026 with a new record date of January 12, 2026, and the Super-Voting Share is designed to help secure approval of the reverse stock split if the two-thirds support threshold among common shares present is reached.

BioAtla, Inc. is asking stockholders to approve three proposals at a virtual special meeting on December 30, 2025. The first would approve the potential issuance of 20% or more of the common stock outstanding as of November 20, 2025 under Pre-Paid Advance Agreements and a Standby Equity Purchase Agreement with Yorkville and Anson funds, allowing sales below Nasdaq’s minimum price beyond an Exchange Cap of 11,752,538 shares, which equals 19.99% of outstanding shares on that date. These arrangements include a $15.0 million equity purchase commitment and a $7.5 million pre-paid advance, partly already converted into 479,294 shares, plus a 243,428‑share commitment fee.

The second proposal would amend the charter to permit a reverse stock split of common stock at a ratio between 1‑for‑5 and 1‑for‑20 any time before June 30, 2026, at the board’s discretion. The goal is to raise the share price above Nasdaq’s $1.00 minimum bid and regain compliance after the stock traded below that level for more than 30 consecutive trading days, with a compliance deadline of February 2, 2026. The split would not change authorized share counts but would increase authorized, unissued shares and may affect liquidity, create odd lots, and potentially reduce market capitalization.

The third proposal would allow adjournment of the meeting for up to 30 days to solicit additional proxies if there are insufficient votes to pass the stock issuance or reverse stock split proposals. Failure to approve the stock issuance could force BioAtla to repay the pre-paid advances in cash, plus a 10% premium, which the company says could strain working capital and push it toward less favorable, potentially more dilutive financing alternatives.

BioAtla, Inc. (BCAB) is asking stockholders at a virtual special meeting to approve new financing flexibility and a reverse stock split to support its Nasdaq listing and capital needs.

Proposal One seeks approval under Nasdaq rules to issue 20% or more of the common stock outstanding as of November 20, 2025 under Pre-Paid Advance Agreements and a Standby Equity Purchase Agreement with Yorkville and Anson funds. These arrangements include a $15.0 million standby equity facility and a $7.5 million pre-paid advance, and are currently capped at 11,752,538 shares, or 19.99% of outstanding stock. Approval would allow issuances above this cap but could result in material dilution.

Proposal Two would authorize a reverse stock split of the common stock in a range of 1-for-5 to 1-for-20 any time before June 30, 2026, with the exact ratio set later by the board. The main goal is to raise the share price to regain and maintain compliance with Nasdaq’s $1.00 minimum bid requirement after the company fell below that level for more than 30 consecutive trading days. Authorized share counts and par value would not change, and fractional shares would be cashed out.

Proposal Three would permit adjournment of the meeting to solicit more proxies if there are not enough votes to pass the stock issuance or reverse split proposals. The board unanimously recommends voting “FOR” all three proposals.

BioAtla, Inc. is registering up to $22.5 million of common stock plus 243,428 shares of common stock in connection with new financing arrangements. The company has already received $7.5 million of pre-paid advances from three investors, to be repaid in stock at prices tied to the market but not below $0.23 per share, with interest at 4% annually, rising to 18% on default. A separate standby equity purchase agreement lets BioAtla sell up to $15 million of additional shares to Yorkville over 36 months at 97% of market price, subject to a 4.99% ownership cap. Yorkville also receives the 243,428 commitment shares as a 2.00% fee. These structures provide flexible access to capital but could significantly dilute existing shareholders as shares are issued.

BioAtla remains a clinical-stage oncology company, reporting $8.3 million in cash as of September 30 2025, a new $2 million milestone payment from Context Therapeutics, and recent FDA alignment on a planned Phase 3 ozuriftamab vedotin trial.

BioAtla, Inc. entered into two financing arrangements that together provide access to up to $22.5 million in capital. The company agreed to a $7.5 million Pre-Paid Advance with Yorkville and Anson funds, for which it will receive approximately $7.13 million in gross proceeds as the advance is purchased at 95% of face value. The advance bears 4% annual interest, includes a 10% payment premium, matures 12 months after closing, and can be repaid in cash or through share issuances priced off the stock’s VWAP, subject to a floor price and Nasdaq rules.

Separately, BioAtla entered into a Standby Equity Purchase Agreement with Yorkville allowing it to sell up to $15.0 million of common stock over 36 months at 97% of the lowest VWAP over a three-day period for each draw. Yorkville received a $300,000 commitment fee paid in 243,428 shares at $1.2324 per share. Both arrangements are subject to a 4.99% ownership cap per investor and an overall 19.99% Nasdaq exchange cap on shares issuable unless stockholders approve issuances above that level.