BioAtla Seeks Shareholder Nod for Equity Raise, Reverse Split to Avoid Delisting

TL;DR

**BCAB is on life support, vote YES on the equity raise and reverse split or watch your shares get delisted and diluted into oblivion.**

AI Summary

BioAtla, Inc. (BCAB) is holding a Special Meeting on December 30, 2025, to address critical financial and listing compliance issues. The company seeks stockholder approval for the potential issuance of 20% or more of its common stock, exceeding the Nasdaq Listing Rule 5635(d) Exchange Cap, to investors 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, both dated November 20, 2025. This capital infusion is crucial for working capital and general corporate purposes, with failure to approve potentially requiring cash repayment of advances plus a 10% premium. Additionally, BioAtla proposes a reverse stock split within a 1-for-5 to 1-for-20 range, at the board's discretion, to regain compliance with Nasdaq's $1.00 Minimum Bid Price Requirement by February 2, 2026, and the Minimum Stockholders' Equity Requirement by December 31, 2025. The company had 59,035,516 shares of Common Stock outstanding as of the November 25, 2025 record date. The board unanimously recommends voting 'FOR' all proposals to secure financing and maintain Nasdaq listing.

Why It Matters

This DEF 14A filing is critical for BioAtla's survival and future operations, directly impacting investors, employees, and its ability to advance product candidates. Approval of the stock issuance provides a vital capital lifeline, preventing a potential cash repayment obligation with a 10% premium that could cripple working capital. The reverse stock split is a direct response to Nasdaq's delisting threat, aiming to boost share price above the $1.00 minimum and maintain market access, which is essential for attracting institutional investment and financing. Failure on either front could lead to delisting, severely impairing liquidity and BioAtla's competitive position in the biotech sector.

Risk Assessment

Risk Level: high — The company faces a high risk of delisting from Nasdaq if the Reverse Stock Split Proposal is not approved, as it needs to comply with the $1.00 Minimum Bid Price Requirement by February 2, 2026. Furthermore, failure to approve the Stock Issuance Proposal could force BioAtla to repay outstanding Pre-Paid Advances in cash, plus a 10% payment premium, severely impairing working capital and potentially leading to less advantageous financing options.

Analyst Insight

Investors should vote 'FOR' both the Stock Issuance Proposal and the Reverse Stock Split Proposal to help BioAtla secure necessary financing and maintain its Nasdaq listing. While both actions are dilutive or indicative of financial distress, they are crucial steps to avoid immediate delisting and potential cash repayment obligations that could be catastrophic for the company's liquidity.

Key Numbers

• 20% — Threshold for common stock issuance requiring stockholder approval (Nasdaq Listing Rule 5635(d) threshold for issuances below market price)
• 11,752,538 shares — Exchange Cap shares (19.99% of outstanding common stock as of November 20, 2025, without stockholder approval)
• 1-for-5 to 1-for-20 — Reverse Stock Split ratio range (Discretionary range for the board to increase per share market price)
• $1.00 — Minimum Bid Price Requirement (Nasdaq Listing Rule 5450(a)(1) threshold for continued listing)
• December 30, 2025 — Special Meeting Date (Date stockholders will vote on proposals)
• February 2, 2026 — Nasdaq Compliance Deadline (Deadline to demonstrate compliance with Minimum Bid Price Requirement)
• December 31, 2025 — Minimum Stockholders' Equity Requirement Deadline (Deadline to demonstrate compliance with Nasdaq Listing Rule 5450(b)(1)(A))
• 59,035,516 shares — Common Stock outstanding (As of November 25, 2025, Record Date)
• 10% — Payment premium (Required if Pre-Paid Advances cannot be converted to stock and must be repaid in cash)

Key Players & Entities

• BioAtla, Inc. (company) — Registrant and issuer of common stock
• Jay M. Short, Ph.D. (person) — Co-founder, Chief Executive Officer and Chairman of the Board of Directors
• YA II PN, Ltd. (company) — Investor in Pre-Paid Advance Agreements and Standby Equity Purchase Agreement
• Anson Investments Master Fund LP (company) — Investor in Pre-Paid Advance Agreements
• Anson East Master Fund LP (company) — Investor in Pre-Paid Advance Agreements
• Nasdaq (regulator) — Stock exchange with listing rules 5635(d), 5450(a)(1), 5450(b)(1)(A)
• Securities and Exchange Commission (regulator) — Regulatory body for filings like DEF 14A and Form 8-K
• Pacific Stock Transfer Company (company) — Transfer agent for BioAtla, Inc.

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: BioAtla faces significant risk of delisting from Nasdaq due to non-compliance with the Minimum Bid Price Requirement ($1.00) and potentially the Minimum Stockholders' Equity Requirement. Failure to regain compliance by February 2, 2026, and December 31, 2025, respectively, could lead to delisting, impacting liquidity and investor confidence.
• Dilution from Stock Issuance [high — financial]: The proposed issuance of 20% or more of common stock to investors 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, will significantly dilute existing shareholders. This is necessary to secure working capital but carries substantial dilution risk.
• Cash Repayment Obligation [medium — financial]: If the stock issuance is not approved, BioAtla may be required to repay advances in cash, plus a 10% premium. This could strain the company's already limited cash resources, especially if alternative financing is not secured.
• Reverse Stock Split Uncertainty [medium — operational]: The proposed reverse stock split, with a ratio between 1-for-5 and 1-for-20 at the board's discretion, aims to boost the stock price to meet Nasdaq requirements. However, reverse splits can sometimes be perceived negatively by the market and may not guarantee sustained compliance.
• Dependence on External Financing [medium — financial]: The company's reliance on agreements with specific investors (YA II PN, Ltd., Anson Investments Master Fund LP, Anson East Master Fund LP) for critical funding highlights a dependence on external capital. The terms of these agreements, including potential dilution and repayment obligations, pose financial risks.

Industry Context

BioAtla operates in the biotechnology sector, a highly competitive and capital-intensive industry. Companies in this space often face challenges in securing funding for research and development, and maintaining compliance with exchange listing requirements. The sector is characterized by long development cycles, high failure rates, and significant regulatory hurdles, making consistent access to capital crucial for survival and growth.

Regulatory Implications

BioAtla is facing critical regulatory challenges related to Nasdaq listing compliance. Failure to meet the Minimum Bid Price Requirement by February 2, 2026, and the Minimum Stockholders' Equity Requirement by December 31, 2025, could result in delisting. The proposed stock issuance also requires shareholder approval under Nasdaq Listing Rule 5635(d) due to the significant percentage of shares to be issued.

What Investors Should Do

1. Vote 'FOR' the Stock Issuance Proposal: This is crucial for securing necessary working capital and avoiding potential cash repayment of advances with a 10% premium.
2. Vote 'FOR' the Reverse Stock Split Proposal: Approval is essential for BioAtla to regain compliance with Nasdaq's Minimum Bid Price Requirement and avoid delisting.
3. Review the terms of the Pre-Paid Advance Agreements and Standby Equity Purchase Agreement: Understand the implications of the proposed stock issuance and potential dilution.
4. Monitor BioAtla's progress towards Nasdaq compliance: Keep track of the company's efforts to meet the bid price and equity requirements post-meeting.

Key Dates

• 2025-12-30: Special Meeting of Stockholders — Stockholders will vote on critical proposals including stock issuance and reverse stock split, essential for financial stability and Nasdaq compliance.
• 2025-11-25: Record Date for Special Meeting — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-11-20: Date of Pre-Paid Advance Agreements and Standby Equity Purchase Agreement — These agreements outline the terms of the proposed financing that requires stockholder approval.
• 2025-12-31: Minimum Stockholders' Equity Requirement Deadline — Deadline for BioAtla to demonstrate compliance with Nasdaq's minimum stockholders' equity rule.
• 2026-02-02: Nasdaq Minimum Bid Price Requirement Deadline — Deadline for BioAtla to demonstrate compliance with Nasdaq's minimum bid price rule ($1.00).
• 2026-06-30: Latest Date for Reverse Stock Split Implementation — The board has until this date to implement the reverse stock split if approved.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at a special meeting. (This document contains the specific proposals and information related to BioAtla's Special Meeting.)

Nasdaq Listing Rule 5635(d)

A Nasdaq rule requiring shareholder approval for the issuance of securities if the number of shares issued exceeds 20% of the outstanding shares or the votes to be issued is more than 20% of the outstanding voting power, especially when issued at a price below the market value. (BioAtla needs shareholder approval to issue more than 20% of its stock under the proposed agreements, as this exceeds the 'Exchange Cap'.)

Pre-Paid Advance Agreements (PPAs)

Agreements where investors provide funds in advance, which can be settled by the company issuing stock or, under certain conditions, repaid in cash. (These agreements, along with the SEPA, are the source of the critical financing BioAtla is seeking approval for.)

Standby Equity Purchase Agreement (SEPA)

An agreement where an investor commits to purchase a certain amount of a company's stock over a period, often at the company's discretion, providing a flexible source of capital. (This agreement is part of the financing package that requires shareholder approval for the potential issuance of stock.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share market price. (BioAtla proposes a reverse stock split to regain compliance with Nasdaq's minimum bid price requirement.)

Minimum Bid Price Requirement

A Nasdaq listing rule that requires a stock's bid price to remain at or above $1.00 per share for continued listing. (BioAtla is currently non-compliant with this rule and needs the reverse stock split to address it.)

Exchange Cap

The threshold under Nasdaq Listing Rule 5635(d) (20% of outstanding shares) that triggers the requirement for shareholder approval for certain stock issuances. (The proposed stock issuance exceeds this cap, necessitating shareholder vote.)

Year-Over-Year Comparison

This DEF 14A filing indicates a significant shift in BioAtla's financial strategy compared to previous periods. The company is actively seeking substantial capital through equity issuance and is facing critical delisting risks, necessitating urgent shareholder action. Unlike filings focused on routine business or R&D updates, this document highlights immediate financial distress and the need for extraordinary measures to ensure continued operation and exchange listing. The proposals address both funding needs and compliance with Nasdaq rules, suggesting a more precarious financial position than previously disclosed.

Key Financial Figures

• $0.0001 — and outstanding common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $1.00 m — of our Common Stock and trade above the $1.00 minimum threshold in the long term. If th
• $1.00 — f we can maintain a trading price above $1.00 for at least ten (10) consecutive tradi

Filing Documents

• n5452_x1-def14a.htm (DEF 14A) — 219KB
• n5452bioatlalogo.jpg (GRAPHIC) — 11KB
• proxy_card-1.jpg (GRAPHIC) — 1756KB
• proxy_card-2.jpg (GRAPHIC) — 669KB
• 0001539497-25-003176.txt ( ) — 3534KB

From the Filing

DEF 14A 1 n5452_x1-def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 BIOATLA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 December 5, 2025 To Our Stockholders: You are cordially invited to attend a Special Meeting of Stockholders, or the Special Meeting, of BioAtla, Inc. on December 30, 2025 at 8:00 a.m. Pacific Time. The Special Meeting will be a completely virtual meeting, conducted only via live webcast on the internet. You will receive a link by which to join the meeting upon registering to attend. You must register to attend the meeting at http://viewproxy.com/BCAB/2025/htype.asp. There will be no physical location for the Special Meeting. You will be able to attend and participate in the Special Meeting online, submit questions during the meeting and vote your shares electronically. The matters expected to be acted upon at the Special Meeting are described in the Notice of Special Meeting of Stockholders and the proxy statement. The Special Meeting materials include the Notice of Special Meeting of Stockholders, the proxy statement, our annual report and the proxy card, and we expect to mail the Special Meeting materials on or about December 5, 2025. We have elected to utilize the “full set delivery” option. We are delivering to all stockholders paper copies of all the Special Meeting materials, including a proxy card, as well as providing access to our Special Meeting materials on a publicly available website. Our Special Meeting materials are available online at https://web.viewproxy.com/BCAB. Please use this opportunity to take part in our affairs by voting on the business to come before the Special Meeting. Only stockholders of record at the close of business on November 25, 2025 may vote at the Special Meeting and any postponements or adjournments of the meeting. All stockholders are cordially invited to participate in the Special Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Special Meeting, please vote as soon as possible by using the internet or telephone, as instructed in the proxy statement and the proxy card. Alternatively, you may follow the procedures outlined in the proxy statement and the proxy card to submit your vote by mail. Returning the proxy card or voting electronically does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting. Your vote is important. Whether or not you expect to attend and participate in the Special Meeting, we encourage you to vote in advance of the Special Meeting. Sincerely, /s/ Jay M. Short, Ph.D. Jay M. Short, Ph.D. Co-founder, Chief Executive Officer and Chairman of the Board of Directors IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON DECEMBER 30, 2025: THE PROXY STATEMENT IS AVAILABLE FREE OF CHARGE AT https://web.viewproxy.com/BCAB. BIOATLA, INC. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS December 5, 2025 Time and Date: December 30, 2025 at 8:00 a.m. Pacific Time. Place: Via live webcast on the internet. You will receive a link by which to join the meeting upon registering to attend. You must register to attend the meeting at http://viewproxy.com/BCAB/2025/htype.asp. Items of Business: 1. Approve the potential issuance of 20% or more of the aggregate number of Common Stock issued and outstanding as of November 20, 2025 pursuant to the Pre-Paid Advance Agreements, dated November 20, 2025, by and between BioAtla, Inc. (the “Company”) and each of YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), Anson Investments Master Fund LP and Anson East Master Fund LP, and the Standby Equity Purchase Agreement, dated November 20, 2025, by and between the Company and Yorkville, pursuant to Nasdaq Listing Rule 5635(d) (the “Stock Issuance Proposal”). 2. Approve an amendment to our Amended and Restated Certificate of Incorporation (the “Charter”) to, at the discretion of our board of directors, effect a reverse stock split with respect to our issued and outstanding common stock, par value $0.0

View Full Filing

View this DEF 14A filing on SEC EDGAR