BioAtla, Inc. 10-Q

Item 1 . Financial Statements. BioAtla, Inc. Condensed Balance Sheets (in thousands, except par value and share amounts) September 30, 2024 December 31, 2023 (unaudited) Assets Current assets: Cash and cash equivalents $ 56,516 $ 111,471 Prepaid expenses and other current assets 4,051 4,935 Total current assets 60,567 116,406 Property and equipment, net 906 1,603 Operating lease right-of-use asset, net 763 1,495 Other assets — 154 Total assets $ 62,236 $ 119,658 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses (includes related party amounts of $ 1,775 and $ 0 , respectively) $ 18,211 $ 26,720 Operating lease liabilities 1,251 1,624 Total current liabilities 19,462 28,344 Operating lease liabilities, less current portion — 836 Liability to licensor 19,806 19,806 Total liabilities 39,268 48,986 Commitments and contingencies (Note 5 ) Stockholders’ equity: Preferred stock, $ 0.0001 par value; 200,000,000 shares authorized at September 30, 2024 and December 31, 2023; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023 — — Common stock, $ 0.0001 par value; 350,000,000 shares authorized at September 30, 2024 and December 31, 2023; 48,345,533 and 48,077,599 shares issued and outstanding at September 30, 2024 and December 31, 2023 5 5 Class B common stock, $ 0.0001 par value; 15,368,569 shares authorized at September 30, 2024 and December 31, 2023; 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively — — Additional paid-in capital 494,118 486,930 Accumulated deficit ( 471,155 ) ( 416,263 ) Total stockholders’ equity 22,968 70,672 Total liabilities and stockholders’ equity $ 62,236 $ 119,658 See accompanying notes. 1 BioAtla, Inc. Unaudited Condensed State ments of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Collaboration and other revenue $ 11,000 $ — $ 11,000 $ — Operating expenses: Research and development expense (includes related party amounts of $ 1,775 and $ 2,025 for the three and nine months ended September 30, 2024 and $ 0 and $ 125 for the three and nine months ended September 30, 2023, respectively) $ 16,395 $ 28,400 $ 51,445 $ 81,057 General and administrative expense 5,875 6,620 17,254 20,094 Total operating expenses 22,270 35,020 68,699 101,151 Loss from operations ( 11,270 ) ( 35,020 ) ( 57,699 ) ( 101,151 ) Other income: Interest income 692 1,734 2,815 4,674 Other expense ( 8 ) ( 39 ) ( 8 ) ( 60 ) Total other income 684 1,695 2,807 4,614 Net loss and comprehensive loss $ ( 10,586 ) $ ( 33,325 ) $ ( 54,892 ) $ ( 96,537 ) Net loss per common share, basic and diluted $ ( 0.22 ) $ ( 0.70 ) $ ( 1.14 ) $ ( 2.02 ) Weighted-average shares of common stock outstanding, basic and diluted 48,335,847 47,834,122 48,213,183 47,707,259 See accompanying notes. 2 BioAtla, Inc. Unaudited Condensed Statements of Stockholders’ Equity (in thousands, except share amounts) Three Months Ended September 30, 2024 Common Stock Class B Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at June 30, 2024 48,326,138 $ 5 — $ — $ 491,934 $ ( 460,569 ) $ 31,370 Stock-based compensation expense — — — — 2,194 — 2,194 Issuance of common stock under equity incentive plans, net of shares withheld for taxes 19,395 — — — — — — Taxes related to net share settlement of equity awards — — — — ( 10 ) — ( 10 ) Net loss — — — — — ( 10,586 ) ( 10,586 ) Balance at September 30, 2024 48,345,533 $ 5 — $ — $ 494,118 $ ( 471,155 ) $ 22,968 Three Months Ended September 30, 2023 Common Stock Class B Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at June 30, 2023 47,803,306 $ 5 — $ — $ 480,524 $ ( 356,013 ) $ 124,516 Stock-based compensation expense — — — — 3,517 — 3,517 Issuance of common stock under equity incentive plans, net of shares withheld for taxes 88,428 — — — — — — Issuance of common stock for Employee Stock Purchase Plan — — — — 14 — 14 Issuance of common stock for director compensation 15,661 — — — 27 — 27 Taxes related to net share settlement of equity awards — — — — ( 46 ) — ( 46 ) Net loss — — — — — ( 33,325 ) ( 33,325 ) Balance at September 30, 2023 47,907,395 $ 5 — $ — $ 484,036 $ ( 389,338 ) $ 94,703 See accompanying notes. 3 BioAtla, Inc. Unaudited Condensed Statements of Stockholders’ Equity (in thousands, except share amounts) Nine Months Ended September 30, 2024 Common Stock Class B Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2023 48,077,599 $ 5 — $ — $ 486,930 $ ( 416,263 ) $ 70,672 Stock-based compensation expense — — — — 6,990 — 6,990 Issuance of common stock under equity incentive plans, net of shares withheld for taxes 76,914 — — — — — — Issuance of common stock for Employee Stock Purchase Plan 191,020 — — — 244 — 244 Taxes related to net share settlement of equity awards — — — — ( 46 ) — ( 46 ) Net loss — — — — — ( 54,892 ) ( 54,892 ) Balance at September 30, 2024 48,345,533 $ 5 — $ — $ 494,118 $ ( 471,155 ) $ 22,968 Nine Months Ended September 30, 2023 Common Stock Class B Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2022 46,336,166 $ 5 1,211,959 $ — $ 473,135 $ ( 292,801 ) $ 180,339 Stock-based compensation expense — — — — 10,806 — 10,806 Issuance of common stock under equity incentive plans, net of shares withheld for taxes 268,009 — — — — — — Issuance of common stock for Employee Stock Purchase Plan 56,793 — — — 187 — 187 Issuance of common stock for director compensation 34,468 — — — 81 — 81 Taxes related to net share settlement of equity awards — — — — ( 173 ) — ( 173 ) Conversion of Class B common stock 1,211,959 — ( 1,211,959 ) — — — — Net loss — — — — — ( 96,537 ) ( 96,537 ) Balance at September 30, 2023 47,907,395 $ 5 — $ — $ 484,036 $ ( 389,338 ) $ 94,703 See accompanying notes. 4 BioAtla, Inc. Unaudited Condensed Statements of Cash Flows (in thousands) Nine Months Ended September 30, 2024 2023 Cash flows from operating activities Net loss $ ( 54,892 ) $ ( 96,537 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 697 853 Stock-based compensation 6,990 10,806 Changes in operating assets and liabilities: Prepaid expenses and other assets 1,038 ( 1,305 ) Accounts payable and accrued expenses ( 10,284 ) 12,533 Accounts payable and accrued expenses - related parties 1,775 — Right-of-use assets and lease liabilities, net ( 477 ) ( 443 ) Net cash used in operating activities ( 55,153 ) ( 74,093 ) Cash flows from investing activities Purchases of property and equipment — ( 90 ) Net cash used in investing activities — ( 90 ) Cash flows from financing activities Proceeds from issuance of common stock under Employee Stock Purchase Plan 244 187 Payments for taxes related to net settlement of equity awards ( 46 ) ( 229 ) Net cash provided by (used in) financing activities 198 ( 42 ) Net decrease in cash and cash equivalents ( 54,955 ) ( 74,225 ) Cash and cash equivalents, beginning of period 111,471 215,507 Cash and cash equivalents, end of period $ 56,516 $ 141,282 Supplemental disclosure of non-cash investing and financing activities Tax related to net settlement of equity awards included in accounts payable and accrued expenses $ — $ 11 See accompanying notes. 5 BioAtla, Inc. Notes to Unaudited Condensed Financial Statements 1. Organization and Summary of Significant Accounting Policies Organization BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (the “Company”). The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”). CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue. The Company is currently in clinical development of several CAB drug candidates including: its two lead CAB antibody drug conjugates (“CAB ADC”), mecbotamab vedotin (BA3011), a CAB ADC targeting AXL and ozuriftamab vedotin (BA3021), a CAB ADC targeting ROR2; evalstotug (BA3071), a CAB anti-CTLA-4 antibody; and BA3182 (CAB-EpCAM x CAB-CD3), a CAB bispecific antibody targeting EpCAM. Basis of Presentation The unaudited condensed financial statements as of September 30, 2024, and for the three and nine months ended September 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. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023 , included in its Annual Report on Form 10-K filed with the SEC on March 26, 2024. Liquidity and Going Concern 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 September 30, 2024, the Company had an accumulated deficit of $ 471.2 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. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. 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 September 30, 2024. Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management’s assessment included the preparation of cash flow forecasts resulting in management’s conclusion that there is not substantial doubt about the Company’s ability to continue as a going concern as its current cash and cash equivalents will be sufficient to fund the Company’s operations for a period of at least one year from the issuance date of these unaudited condensed financial statements. Use of Estimates The preparation of the Company’s condensed financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes. The most significant estimates in the Company’s condensed financial statements relate to revenue recognition, accruals for research and development costs, and equity-based compensation. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. 6 Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of highly rated securities including U.S. Government and U.S. Treasury money market funds, which are unrestricted as to withdrawal or use. Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and may invest cash that is not required for immediate operating needs in highly liquid instruments that bear minimal risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model. Prior to the Company’s IPO, the fair value of RSUs was based on the estimated fair value of the underlying common stock on the date of grant and, subsequent to the Company’s IPO, the fair value is based on the closing sales price of the Company’s common stock on the date of grant. Equity award forfeitures are recognized as they occur. Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. 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. Payments for short-term leases, defined as leases with a term of twelve months or less, are expensed on a straight-line basis over the lease term. The Company does not currently have any short-term leases. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s balance sheets. The Company does not have any finance leases. Revenue Recognition The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service. A performance obligation is defined as a promise to transfer a product or a service to a customer. The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the 7 Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation. The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash consideration and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. There are two methods for determining the amount of variable consideration: (i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources, and consists of net loss and other comprehensive gain (loss). There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of RSUs, common stock options outstanding under the Company’s stock option plan, and contingently issuable shares under the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). 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 September 30, 2024 2023 Common stock options 6,217,492 6,362,386 Restricted stock units 1,567,081 161,219 ESPP shares 100,395 124,969 Total 7,884,968 6,648,574 Recent Accounting Pronouncements There were no new accounting standards that had a material impact on the Company’s financial statements during the nine months ended September 30, 2024. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as 8 information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2023‑07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 should be applied on a retrospective basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements. 2. Balance Sheet Details Prepaid expenses and other current assets consist of the following (in thousands): September 30, 2024 December 31, 2023 Prepaid research and development $ 3,235 $ 4,615 Prepaid insurance 356 — Other prepaid expenses and current assets 460 320 Total $ 4,051 $ 4,935 Property and equipment consist of the following (in thousands): Useful life (years) September 30, 2024 December 31, 2023 Furniture, fixtures and office equipment 3 - 7 $ 1,721 $ 1,721 Laboratory equipment 5 2,280 2,280 Leasehold improvements 2 - 3 3,680 3,680 7,681 7,681 Less accumulated depreciation and amortization ( 6,775 ) ( 6,078 ) Total $ 906 $ 1,603 Accounts payable and accrued expenses consist of the following (in thousands): September 30, 2024 December 31, 2023 Accounts payable $ 2,928 $ 3,819 Accrued compensation 3,056 3,790 Accrued research and development (includes related party amounts of $ 1,775 and $ 0 , respectively) 11,441 18,246 Other accrued expenses 786 865 Total $ 18,211 $ 26,720 3. Fair Value Measurements The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 9 As of September 30, 2024 and December 31, 2023, the Company had $ 42.3 million and $ 50.4 million, respectively, invested in U.S. Government and U.S. Treasury money market funds which are recorded as cash equivalents and represent a Level 1 measurement within the fair value hierarchy. None of the Company’s non-financial assets and liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. 4. Leases The Company has a single operating lease for its corporate headquarters and laboratory space in San Diego, California. The lease expires in July 2025 and the Company has an option to extend the term of the lease for an additional five years . Additionally, the lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs. The components of lease expense included in the Company’s statements of operations and loss include (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Operating lease expense $ 261 $ 261 $ 782 $ 782 Variable lease expense 159 147 530 401 Total lease expense, net $ 420 $ 408 $ 1,312 $ 1,183 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 and nine months ended September 30, 2024 and 2023, respectively. The weighted average remaining lease term and weighted average discount rate for operating leases were as follows: As of September 30, 2024 2023 Weighted average remaining lease term (in years) 0.75 1.75 Weighted average discount rate percentage 3.50 % 3.50 % Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cash paid for amounts included in the measurement of operating leases $ 425 $ 411 $ 1,260 $ 1,226 Maturities of operating lease liabilities as of September 30, 2024 were as follows (in thousands): Operating lease Three months ending December 31, 2024 425 2025 845 Thereafter — Total future lease payments 1,270 Less: imputed interest ( 19 ) Total operating lease liabilities $ 1,251 5. Commitments and Contingencies From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company is not currently a party to any legal proceedings the outcome of which the Company believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition. 10 6. Stockholders’ Equity 2020 Equity Incentive Plan 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 September 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. The maximum term of the options granted under the 2020 Plan is no more than ten years . Awards under the 2020 Plan generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months , subject to continuous service. On February 26, 2023, the Compensation Committee of the Company’s board of directors approved a modification to the Company’s 2020 Plan to allow vesting of RSUs or stock options, as applicable, subject to the grantee’s continued service to the Company and/or one of its subsidiaries as an employee, non-employee director, or independent contractor. Unvested RSUs totaling 139,730 shares and 574,244 unvested options, which would have been forfeited under the original terms of the 2020 Plan, continued to vest. The Company applied modification accounting to these awards which resulted in a decrease in fair value to these awards. The Company calculated compensation cost for the modified unvested awards of $ 416,000 related to the RSUs and $ 962,000 related to the options, and will recognize these amounts over the remaining requisite service periods. 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 and nine months ended September 30, 2024 and 2023 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Research and development $ 1,071 $ 1,321 $ 3,314 $ 4,322 General and administrative 1,123 2,196 3,676 6,484 Total $ 2,194 $ 3,517 $ 6,990 $ 10,806 Restricted Stock Units The following table summarizes RSU activity under the 2020 Plan for the nine months ended September 30, 2024: Number of Shares Weighted - Average Grant Date Fair Value Outstanding at December 31, 2023 99,104 $ 18.00 Granted 1,598,000 $ 2.48 Vested ( 99,023 ) $ 18.00 Forfeited ( 31,000 ) $ 2.65 Outstanding at September 30, 2024 1,567,081 $ 2.48 As of September 30, 2024, total unrecognized stock-based compensation expense for RSUs w as $ 3.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.2 years. 11 Stock Options The following table summarizes stock option activity under the 2020 Plan for the nine months ended September 30, 2024: Number of Options Weighted - Average Exercise Price Per Share Weighted -Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance at December 31, 2023 6,273,507 $ 7.62 8.64 $ 74,680 Granted 37,000 $ 2.70 Forfeited ( 61,488 ) $ 5.40 Expired ( 31,527 ) $ 3.95 Balance at September 30, 2024 6,217,492 $ 7.63 7.88 $ 3,100 Vested and expected to vest at September 30, 2024 6,217,492 $ 7.63 7.88 $ 3,100 Exercisable at September 30, 2024 3,468,180 $ 9.60 7.64 $ 120 As of September 30, 2024 , total unrecognized stock-based compensation cost for unvested common stock options was $ 9.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.21 years. The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2024 was $ 2.04 per share. The total fair value of options vested during the nine months ended September 30, 2024 was $ 8.0 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: Nine Months Ended September 30, 2024 2023 Expected volatility 88.7 % 77.9 % Risk-free interest rate 4.25 % 3.88 % Expected dividend yield 0.0 % 0.0 % Expected term 5.95 years 6.05 years Expected volatility. As the Company’s common stock does not have a significant trading history, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present plans to pay cash dividends. Expected term. For employees, the expected term represents the period of time that options are expected to be outstanding. Because the Company has minimal historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. For nonemployees, the expected term is generally the contractual term of the option. Employee Stock Purchase Plan (“ESPP”) The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. As of September 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 issued 191,020 and 56,793 shares of common stock under the ESPP during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, 1,766,284 shares o f common stock remained available for 12 issuance under the ESPP. Stock-based compensation expense related to the ESPP for the three and nine months ended September 30, 2024 and 2023 was immaterial. Common Stock Reserved for Future Issuance Common stock reserved for future issuance are as follows in common equivalent shares: September 30, 2024 December 31, 2023 Common stock options and restricted stock units issued and outstanding 7,784,573 6,372,611 Awards available for future issuance under the 2020 Plan 1,018,889 991,413 Awards available for future issuance under the ESPP 1,766,284 1,412,802 Total common stock reserved for future issuance 10,569,746 8,776,826 7. Collaboration, License and Option Agreements Global Co-Development and Collaboration Agreement with BeiGene In April 2019, the Company entered into a Global Co-Development and Collaboration agreement (the “BeiGene Collaboration”) with BeiGene, Ltd. and BeiGene Switzerland GmbH (collectively “BeiGene”), for the development, manufacturing and commercialization of evalstotug (BA3071). The BeiGene Collaboration was amended several times between 2019 and 2021 and the Company received a total of $ 25.0 million in non-refundable payments from BeiGene during that time. In November 2021, the BeiGene Collaboration was terminated, subject to survival of certain provisions, and BeiGene handed back rights to know-how and materials received under the amended BeiGene Collaboration. As a result, the Company is responsible for the global development and commercialization of evalstotug. As consideration for this amendment, the Company agreed to pay BeiGene mid-single digit royalties on sales worldwide and on a limited basis will share in any upfront and milestone payments received through a sublicense of evalstotug. The Company reclassified its then remaining $ 19.8 million of deferred revenue as a long-term liability which is expected to settle as licensing payments are made to BeiGene in accordance with the resulting amendment. 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 and nine months ended September 30, 2024 and 2023 , respectively. The Company had a $ 19.8 million Liability to Licensor as of September 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 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 and nine months ended September 30, 2024 and 2023 as a result of this agreement. License Agreement with Context Therapeutics Inc. In September 2024, the Company entered into a License Agreement (the “Context License Agreement”) with Context Therapeutics Inc. (“Context”). Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), the Company’s Nectin-4 x CD3 T cell engaging (TCE) bispecific antibody (the “License”). The Company also transferred know-how, including any necessary materials Context would need to perform research and development. In exchange for the License, the Company is eligible to receive up to $ 133.5 million in aggregate payments, including an upfront cash payment and potential development, regulatory and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales of the products. In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SECZ, a related party (See Note 8). 13 A single performance obligation was identified under the Context License Agreement comprised of BioAtla’s promise to transfer the License. Context is responsible for developing BA3362 and for global regulatory filings and commercialization. Context will bear all costs associated with the research, development, and commercialization of any products. In accordance with Topic 606, the Company determined the transaction price of the agreement is limited to the up-front payment received, and excluded the variable consideration of development and sale milestone payments and royalties as they are fully constrained. As part of the Company’s evaluation of the milestone constraints, the Company determined the achievement of such milestones are contingent upon success in future developments, regulatory approvals and commercial activities, which are not within its control and are uncertain at this stage. Variable consideration related to royalties will be recognized when the related sales occur. Further, the Company determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer. Management determined that the transfer of the License did not meet any of the criteria for recognizing revenue over time, and therefore revenue was recognized at the point in time that the Context License Agrement was executed and the License was transferred to Context. Additional revenue will be recognized for development milestone payments, the sales milestone payments, and the royalty payments if and when the constraints are resolved. For the three and nine months ended September 30, 2024, the Company recognized $ 11.0 million of revenue related to the Context License Agreement, included in Collaboration and Other Revenue. 8. Related Party Transactions Himalaya Therapeutics SEZC Clinical Trial Services Agreement In January 2024, the Company entered into an amended Clinical Trial Services Agreement (as so amended, the “Clinical Trial Services Agreement”) with Himalaya Therapeutics SEZC (“Himalaya”). Under the Clinical Trial Services Agreement, BioAtla will pay Himalaya 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. Global Transaction Agreement In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya. BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020. Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 7), in certain territories as further specified in the Amended Rights Agreement. Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property. Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement. The Company is the principal in the Context License Agreement and in the Himalaya Agreement, and will record revenues and expenses on a gross basis given that the Company had full discretion in setting consideration pricing in the Context License Agreement, the Company will be primarily responsible for providing the License, and Himalaya has no obligation to be a part of any of the fulfillment activities. For the three and nine months ended September 30, 2024, the Company recognized $ 1.8 million and $ 2.0 million, respectively, in research and development expense related to the transactions with Himalaya, compared to $ 0 and $ 0.1 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the Company had $ 1.8 million due to Himalaya. 9. 401(k) Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain matching contributions to the 401(k) plan. To date, the Company has no t made any matching contributions. 14