Nasdaq review keeps BioAtla (NASDAQ: BCAB) trading while delisting looms

Rhea-AI Filing Summary

BioAtla, Inc. reports that the Nasdaq Listing and Hearing Review Council has called for review of Nasdaq’s February 6, 2026 decision to suspend trading and delist its shares. The Council’s action automatically stays any suspension, so BioAtla’s common stock will continue trading on Nasdaq during the review, which may take several weeks to a few months. The earlier determination was based on non-compliance with Nasdaq’s $1.00 minimum bid price rule and the $2.5 million stockholders’ equity requirement, despite prior compliance with the $35 million market value of listed securities threshold. BioAtla states it believes Nasdaq’s actions have caused and will cause irreparable harm and requested immediate review. The company cautions there is no assurance the review will result in its stock remaining listed on Nasdaq and highlights broader business risks, including going concern issues and the need for additional funding to advance its CAB platform and product candidates.

Positive

• None.

Negative

• Ongoing Nasdaq compliance and delisting risk: Nasdaq previously determined to suspend trading and delist BioAtla over failures to meet the $1.00 bid price and $2.5 million stockholders’ equity requirements, and the company explicitly warns there is no assurance its Nasdaq listing will continue after the Listing Council review.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq delisting risk remains despite a temporary stay on BioAtla’s trading suspension.

BioAtla discloses that Nasdaq’s Listing Council has called for review of a prior decision to suspend trading and delist the stock. This automatically stays any suspension, so the shares remain on Nasdaq while the review proceeds over several weeks or months.

The earlier determination cited non-compliance with the $1.00 minimum bid price and the $2.5 million stockholders’ equity requirement, even though the company previously met the $35 million market value of listed securities threshold for 69 trading days. BioAtla states it believes Nasdaq’s handling of its compliance status and policy shifts has caused irreparable harm.

The company explicitly notes it can provide no assurance the Listing Council review will preserve its Nasdaq listing, so the risk of eventual delisting remains. It also reiterates broader risks, including the ability to continue as a going concern and the need for additional funding, which frame the listing review within an already challenging financial context.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What Nasdaq decision is BioAtla (BCAB) disclosing in this 8-K?

BioAtla discloses that Nasdaq’s Listing and Hearing Review Council has called for review of a February 6, 2026 determination to suspend trading and ultimately delist its securities. That review automatically stays any suspension, allowing the stock to keep trading during the process.

Why did Nasdaq move to delist BioAtla (BCAB) shares from its exchange?

Nasdaq’s earlier delisting decision was based on BioAtla’s non-compliance with the $1.00 minimum bid price requirement and its failure to demonstrate compliance with the $2.5 million stockholders’ equity requirement, despite prior compliance with the $35 million market value of listed securities threshold for 69 trading days.

Will BioAtla (BCAB) remain listed on Nasdaq after the Listing Council review?

BioAtla states it can provide no assurance that the Nasdaq Listing Council review will result in continued listing of its common stock. The review has stayed any suspension for now, but the final outcome could still be delisting depending on the Council’s determination.

How long might the Nasdaq Listing Council review of BioAtla (BCAB) take?

BioAtla indicates its understanding that the Nasdaq Listing Council review process may take several weeks to a few months to complete. During this period, the company’s common stock is expected to continue trading on Nasdaq due to the automatic stay of the suspension decision.

What broader business risks does BioAtla (BCAB) highlight alongside the Nasdaq issue?

BioAtla references risks including its ability to continue as a going concern, the need for additional funding to advance its CAB technology platform and product candidates, clinical and regulatory uncertainties, reliance on third-party manufacturers and trial partners, and potential impacts from geopolitical or macroeconomic events.

How does BioAtla (BCAB) characterize Nasdaq’s handling of its listing compliance?

BioAtla states it believes Nasdaq’s delay in assessing its compliance, failure to issue a determination regarding compliance with the market value rule, and a decision to change policy on super-voting stock for reverse splits have caused and will cause irreparable harm, which prompted its request for immediate Listing Council review.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 02/09/2026 - 06:01 AM Learn about SEC filing dates

NASDAQ false 0001826892 0001826892 2026-02-08 2026-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2026

BIOATLA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39787		85-1922320
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
11085 Torreyana Road
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 558-0708

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		BCAB		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 8, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) Office of General Counsel notified BioAtla, Inc. (the “Company”) that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) has called for review Nasdaq’s February 6, 2026, decision (the “Delist Determination”) to suspend trading in the Company’s securities effective upon the open of the market on February 10, 2026, and ultimately delist the Company’s securities from, Nasdaq. In rendering its decision, the Listing Council also determined to stay any such suspension and delisting action pending the outcome of the Listing Council’s review. Accordingly, the Company’s common stock will continue to trade on Nasdaq during the Listing Council review process. It is the Company’s understanding that the Listing Council review process may take several weeks to a few months to complete.

As previously disclosed in the Current Report on Form 8-K filed by the Company on February 6, 2026, the Company received notice on February 6, 2026 that Nasdaq had determined to suspend trading in the Company’s securities effective February 10, 2026, based upon (i) the Company’s non-compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) and (ii) the Company’s failure to demonstrate compliance with the $2.5 million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), the latter notwithstanding the Company’s prior compliance with the alternative threshold of $35 million in market value of listed securities under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) for 69 consecutive trading days. The Company believes that Nasdaq’s delay in the consideration and confirmation of the Company’s compliance status, its subsequent failure to issue a determination that the Company had evidenced compliance with the MVLS Rule as well as Nasdaq’s recent decision to covertly overturn longstanding Nasdaq policy regarding the use of super-voting stock to obtain shareholder approval for a reverse stock split, has caused and will cause irreparable harm to the Company. Accordingly, immediately upon receipt of the Delist Determination, the Company requested that the Listing Council call for immediate review the Delist Determination and stay any suspension or delisting action pending completion of the Listing Council’s review. While the Nasdaq Office of General Counsel initially refused to accept the Company’s request, after further correspondence with Nasdaq counsel, the Company was notified that the Listing Council, pursuant to its regular review process and in its sole discretion, had determined to call the matter for review.

The Company can provide no assurance that the Listing Council’s review will result in the continued listing of the Company’s common stock on Nasdaq after the outcome of such review.

Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains forward-looking statements. All statements other than statements of historical facts contained herein, including, but not limited to, statements the Company makes regarding the timing of and the possible results from the review by the Listing Council are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the Company’s ability to continue as a going concern and that it will need additional funding to continue development of its CAB technology platform and its CAB product candidates; the risk that preliminary or interim clinical results may not be indicative of results from later cohorts or larger populations; potential delays in clinical and preclinical trials; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, or regulatory approval dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; whether regulatory authorities will be satisfied with the design of and results from the clinical studies or take favorable regulatory actions based on results from the clinical studies; the Company’s dependence on the success of its CAB technology platform; its ability to enroll patients in its ongoing and future clinical trials; the successful selection and prioritization of assets to focus development on selected product candidates and indications; the Company’s ability to form collaborations and partnerships with third parties and the success of such collaborations and partnerships; the Company’s reliance on third parties for the manufacture and supply of its product candidates for clinical trials; the Company’s reliance on third parties to conduct its clinical trials and some aspects of its research and preclinical testing; and potential adverse impacts due to geopolitical or macroeconomic events outside of its control, including health epidemics or pandemics. For a description of additional risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the risk factors set forth in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2025 and subsequent filings with the SEC. Any forward-looking statements contained in this Current Report speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						BioAtla, Inc.
Date: February 9, 2026				By:		/s/ Richard A. Waldron
						Richard A. Waldron Chief Financial Officer