BioAtla, Inc. SEC Filings

BioAtla, Inc. reported an insider equity transaction involving its Former Chief Financial Officer, Richard A. Waldron. On February 28, 2026, 2,729 shares of common stock at $0.247 per share were withheld by the company to satisfy income tax obligations tied to vesting restricted stock units. This tax-withholding disposition is not an open-market sale, and Waldron’s directly held stake stands at 343,421 common shares after the transaction.

BioAtla, Inc. reported an insider equity transaction for Chief Medical Officer Eric Sievers. On this Form 4, the company withheld 3,140 shares of common stock at $0.247 per share to satisfy income tax and withholding obligations related to the vesting of previously reported restricted stock units. This withholding is characterized as a tax-withholding disposition and is explicitly noted as not being a sale of shares by the reporting person. After this transaction, Sievers directly held 358,705 shares of BioAtla common stock.

BioAtla, Inc. has initiated a formal review of strategic options, including selling preclinical and clinical assets, licensing deals, partnerships or other corporate transactions, while undertaking a major restructuring with a workforce reduction of approximately 70% to lower operating expenses.

The company reported preliminary cash and cash equivalents of about $7.1 million as of December 31, 2025, has fully repaid the $7.5 million advanced under its pre-paid agreements, and may sell up to $15.0 million of common stock under a standby equity purchase agreement, subject to conditions. A planned $40 million SPV transaction is under renegotiation.

Nasdaq has called for review of a prior decision to suspend and delist the stock for bid-price and stockholders’ equity deficiencies; BioAtla’s shares continue trading during this process, whose outcome is uncertain. The company also announced the termination of its Chief Financial Officer, Richard Waldron, effective March 2, 2026, with severance and accelerated vesting of 37,875 restricted stock units, and the appointment of Chris Vasquez as the new Chief Financial Officer.

BioAtla, Inc. has called a virtual special meeting on March 4, 2026 to ask stockholders to approve a merger with its wholly owned subsidiary that will effectively implement a 1‑for‑50 share conversion of its common stock. Every fifty existing shares would become one new share, with cash paid instead of issuing fractional shares.

The company explains that this recapitalization is intended to lift its share price above $1.00 for at least ten consecutive trading days to help regain compliance with Nasdaq’s minimum bid price requirement and support continued or reinstated listing on The Nasdaq Capital Market. The transaction also amends and restates the charter so that future changes to Article IV (capital stock) require only the default Delaware majority standard rather than a supermajority vote. Directors and officers remain in place, and total authorized shares stay at 550 million, increasing the proportion of authorized but unissued shares available for future use.

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.

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.”