What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-14 · 82 added, 52 removed, 284 unchanged (32% of the section changed)

20 unchanged sentences

Preferred stock, $ 0.0001 par value;

200,000,000 shares authorized at March 31, 2024

200,000,000 shares authorized at June 30, 2024

and December 31, 2023;

0 shares issued and outstanding at March 31, 2024

0 shares issued and outstanding at June 30, 2024

and December 31, 2023

1 unchanged sentence

350,000,000 shares authorized at

March 31, 2024 and December 31, 2023;

June 30, 2024 and December 31, 2023;

48,326,138 and 48,077,599

shares issued and outstanding at March 31, 2024 and December 31, 2023

shares issued and outstanding at June 30, 2024 and December 31, 2023

Class B common stock, $ 0.0001 par value;

15,368,569 shares authorized at

March 31, 2024 and December 31, 2023;

June 30, 2024 and December 31, 2023;

0 shares issued and outstanding at

March 31, 2024 and December 31, 2023, respectively

June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

14 unchanged sentences

(in thousands, except share amounts)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Stockholders’

Balance at December 31, 2023

Balance at March 31, 2024

Stock-based compensation expense

Issuance of common stock under equity incentive plans, net of shares withheld for taxes

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at June 30, 2024

Three Months Ended June 30, 2023

Stockholders’

Balance at March 31, 2023

Three Months Ended March 31, 2023

Stock-based compensation expense

Issuance of common stock under equity incentive plans, net of shares withheld for taxes

Issuance of common stock for Employee Stock Purchase Plan

Issuance of common stock for director compensation

Taxes related to net share settlement of equity awards

Balance at June 30, 2023

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

Six Months Ended June 30, 2024

Stockholders’

2 unchanged sentences

Issuance of common stock under equity incentive plans, net of shares withheld for taxes

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at June 30, 2024

Six Months Ended June 30, 2023

Stockholders’

Balance at December 31, 2022

Stock-based compensation expense

Issuance of common stock under equity incentive plans, net of shares withheld for taxes

Issuance of common stock for Employee Stock Purchase Plan

Issuance of common stock for director compensation

Taxes related to net share settlement of equity awards

Conversion of Class B common stock

Balance at March 31, 2023

Balance at June 30, 2023

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

11 unchanged sentences

Cash flows from financing activities

Proceeds from issuance of common stock under Employee Stock Purchase Plan

Payments for taxes related to net settlement of equity awards

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

17 unchanged sentences

Basis of Presentation

The unaudited condensed financial statements as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

The unaudited condensed financial statements as of June 30, 2024, and for the three and six months ended June 30, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

These unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented.

3 unchanged sentences

The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues development of its product candidates.

As of March 31, 2024, the Company had an accumulated deficit of $ 439.5 million .

As of June 30, 2024, the Company had an accumulated deficit of $ 460.6 million .

The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources.

2 unchanged sentences

In January 2023, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC pursuant to which the Company may, from time to time at its sole discretion, sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $ 100.0 million.

The Company has not sold any shares of its common stock under the Sales Agreement as of March 31, 2024.

The Company has not sold any shares of its common stock under the Sales Agreement as of June 30, 2024.

Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern.

30 unchanged sentences

Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term.

Variable lease costs are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred.

Variable lease costs are recognized as incurred and are not included in the calculation of the ROU asset or the related lease liability.

The Company has a single lease agreement with lease and non-lease components, which are accounted for as a single lease component.

12 unchanged sentences

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):

As of March 31,

As of June 30,

Common stock options

1 unchanged sentence

Recent Accounting Pronouncements

There were no new accounting standards that had a material impact on the Company’s financial statements during the three months ended March 31, 2024.

There were no new accounting standards that had a material impact on the Company’s financial statements during the six months ended June 30, 2024.

In December 2023, the FASB issued ASU No.

29 unchanged sentences

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of March 31, 2024 and December 31, 2023 , the Company had $ 51.1 million and $ 50.4 million, respectively, invested in U.S.

As of June 30, 2024 and December 31, 2023, the Company had $ 51.7 million and $ 50.4 million, respectively, invested in U.S.

Government and U.S.

6 unchanged sentences

The components of lease expense included in the Company’s statements of operations and loss include (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease expense

2 unchanged sentences

Variable lease costs are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses.

The Company did not have any short-term leases or finance leases for the three months ended March 31, 2024 and 2023, respectively.

The Company did not have any short-term leases or finance leases for the three and six months ended June 30, 2024 and 2023, respectively.

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:

As of March 31,

As of June 30,

Weighted average remaining lease term (in years)

1 unchanged sentence

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of operating leases

Maturities of operating lease liabilities as of March 31, 2024 were as follows (in thousands):

Nine months ending December 31, 2024

Maturities of operating lease liabilities as of June 30, 2024 were as follows (in thousands):

Six months ending December 31, 2024

Total future lease payments

7 unchanged sentences

The Company may grant awards of common stock under the 2020 Equity Incentive Plan (the “2020 Plan”) to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards.

As of March 31, 2024 and December 31, 2023 , the total number of common shares authorized for issuance under the 2020 Plan was 10,735,431 and 9,196,970 , respective ly.

As of June 30, 2024 and December 31, 2023 , the total number of common shares authorized for issuance under the 2020 Plan was 10,735,431 and 9,196,970 , respective ly.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4 % of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors.

6 unchanged sentences

The modification also resulted in an increase to the term of 130,699 fully vested options for which $ 123,000 of incremental compensation cost was immediately recognized on the date of the modification.

Stock-based compensation expense for the three months ended March 31, 2024 and 2023 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Stock-based compensation expense for the three and six months ended June 30, 2024 and 2023 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2024:

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2024:

Weighted - Average

Outstanding at December 31, 2023

Outstanding at March 31, 2024

As of March 31, 2024, total unrecognized stock-based compensation expense for RSUs was $ 4.8 million , which is expected to be recognized over a remaining weighted-average period of approximately 3.8 years .

Outstanding at June 30, 2024

As of June 30, 2024, total unrecognized stock-based compensation expense for RSUs was $ 4.0 million , which is expected to be recognized over a remaining weighted-average period of approximately 3.4 years .

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2024:

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2024:

Weighted - Average

1 unchanged sentence

Balance at December 31, 2023

Balance at March 31, 2024

Vested and expected to vest at March 31, 2024

Exercisable at March 31, 2024

As of March 31, 2024 , total unrecognized stock-based compensation cost for unvested common stock options was $ 13.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.46 years.

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2024 was $ 1.41 per share.

The total fair value of options vested during the three months ended March 31, 2024 was $ 3.6 million.

Balance at June 30, 2024

Vested and expected to vest at June 30, 2024

Exercisable at June 30, 2024

As of June 30, 2024 , total unrecognized stock-based compensation cost for unvested common stock options was $ 11.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.44 years.

The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2024 was $ 2.19 per share.

The total fair value of options vested during the six months ended June 30, 2024 was $ 6.2 million.

Upon option exercise, the Company issues new shares of its common stock.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:

Three Months Ended

Six Months Ended

Expected volatility

17 unchanged sentences

The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation.

As of March 31, 2024 and December 31, 2023, a total of 2,281,600 shares and 1,737,098 shares, respectively, of common stock were authorized for issuance under the ESPP.

As of June 30, 2024 and December 31, 2023, a total of 2,281,600 shares and 1,737,098 shares, respectively, of common stock were authorized for issuance under the ESPP.

The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0 % of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

The Company did no t issue any shares of common stock under the ESPP during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, 1,957,304 shares o f common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three months ended March 31, 2024 and 2023 was immaterial.

The Company issued 191,020 and 56,793 shares of common stock under the ESPP during the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, 1,766,284 shares o f common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2024 and 2023 was immaterial.

Common Stock Reserved for Future Issuance

14 unchanged sentences

In the event the license is terminated, the liability will be extinguished with no further payment to BeiGene.

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three months ended March 31, 2024 and 2023 , respectively.

The Company had a $ 19.8 million Liability to Licensor as of March 31, 2024 and December 31, 2023, respectively.

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three and six months ended June 30, 2024 and 2023 , respectively.

The Company had a $ 19.8 million Liability to Licensor as of June 30, 2024 and December 31, 2023, respectively.

Collaboration and Supply Agreement with Bristol-Myers Squibb

In January 2022, the Company and Bristol-Myers Squibb Company (“BMS”) entered into a clinical trial collaboration and supply agreement (the “BMS Agreement”).

Under the terms of the BMS Agreement, BioAtla and BMS will collaborate on clinical trials of separate combination therapies using two of BioAtla’s CAB ADCs, mecbotamab vedotin (BA3011) and ozuriftamab vedotin (BA3021), each in combination with Opdivo® (nivolumab), BMS’ proprietary anti-PD-1 monoclonal antibody product.

The Company will serve as the study sponsor of the scheduled studies and will be responsible for costs associated with the trial execution.

BMS will provide Opdivo® clinical drug supply at no cost for the combination study trials.

After the completion of the combination therapy trials, the Company is obligated to provide BMS with a final report of the data resulting from the trial.

Under the terms of the BMS Agreement, BioAtla and BMS collaborate on clinical trials of separate combination therapies using two of BioAtla’s CAB ADCs, mecbotamab vedotin (BA3011) and ozuriftamab vedotin (BA3021), each in combination with Opdivo® (nivolumab), BMS’ proprietary anti-PD-1 monoclonal antibody product.

The Company serves as the study sponsor of the scheduled studies and is responsible for costs associated with the trial execution.

BMS provides Opdivo® clinical drug supply at no cost for the combination study trials.

After the completion of the combination therapy trials, the

Company is obligated to provide BMS with a final report of the data resulting from the trial.

The BMS Agreement was amended in October 2022 to include additional territories for our mecbotamab vedotin and ozuriftamab vedotin combination study trials.

There was no impact to the Company's financial results for the three months ended March 31, 2024 and 2023 as a result of this agreement.

There was no impact to the Company's financial results for the three and six months ended June 30, 2024 and 2023 as a result of this agreement.

Related Party Transactions

3 unchanged sentences

Under the Clinical Trial Services Agreement, BioAtla will pay Himalaya Therapeutics SEZC for the full-time use of two of its personnel and provide services related to the initiation of clinical trials for evalstotug in China for a period of 12 months.

For the three months ended March 31, 2024 and 2023, the Company recognized $ 0.1 million and $ 0.1 million, respectively, in research and development expense related to the Clinical Trial Services Agreement.

As of March 31, 2024 , the Company had $ 0.1 million due to Himalaya Therapeutics SEZC, related to the Clinical Trial Services Agreement.

For the three and six months ended June 30, 2024 , the Company recognized $ 0.1 million and $ 0.3 million, respectively, in research and development expense related to the Clinical Trial Services Agreement, compar ed to $ 0 and $ 0.1 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024 , the Company had $ 0.1 million due to Himalaya Therapeutics SEZC, related to the Clinical Trial Services Agreement.

The Company maintains a defined contribution 401(k) plan available to eligible employees.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements