What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-03-28 compared with 2024-03-26 · 255 added, 146 removed, 831 unchanged (33% of the section changed)

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Recent Sales of Unregistered Securities

Use of Proceeds from Registered Securities

On December 15, 2020, the SEC declared effective our registration statement on Form S-1 (File No.

333-250093), as amended, filed in connection with our Initial Public Offering (“IPO”).

At the closing of the offering on December 18, 2020, we issued and sold 12,075,000 shares of our common stock at the initial public offering price to the public of $18.00 per share, which included the exercise in full of the underwriters’ option to purchase additional shares.

We received gross proceeds from the IPO of $217.4 million, before deducting underwriting discounts and commissions of approximately $15.2 million and estimated offering costs of approximately $3.8 million.

Morgan, Jefferies and Credit Suisse acted as joint book-running managers for the offering.

BTIG acted as co-manager for the offering.

No offering expenses were paid or are payable, directly or indirectly, to our directors or officers, to persons owning 10% or more of any class of our equity securities or to any of our affiliates.

As of December 31, 2023, we have used all $198.3 million of the proceeds from our IPO.

There has been no material change in the planned use of such proceeds from that described in the final prospectus filed by us with the SEC on December 17, 2020.

Other Information

During the twelve months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Managemen t’s Discussion and Analysis of Financial Condition and Results of Operations

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We are a United States-based company with research facilities in San Diego, California and, through our contractual relationship with BioDuro-Sundia, a provider of preclinical development services, in Beijing, China.

Since the commencement of our operations, we have focused substantially all of our resources on conducting research and development activities, including drug discovery, preclinical studies and clinical trials of our product candidates, including the ongoing Phase 2 clinical trials of mecbotamab vedotin (BA3011), ozuriftamab vedotin (BA3021), and evalstotug (BA3071), and our Phase 1 clinical trial of BA3182 (CAB-EpCAM x CAB-CD3), establishing and maintaining our intellectual property portfolio, manufacturing clinical and research material through third parties, hiring personnel, establishing product development and commercialization collaborations with third parties, raising capital and providing general and administrative support for these operations.

Since the commencement of our operations, we have focused substantially all of our resources on conducting research and development activities, including drug discovery, preclinical studies and clinical trials of our product candidates, including the ongoing Phase 2 clinical trials of mecbotamab vedotin (BA3011), ozuriftamab vedotin (BA3021), evalstotug (BA3071), and our Phase 1 clinical trial of BA3182 (CAB-EpCAM x CAB-CD3), establishing and maintaining our intellectual property portfolio, manufacturing clinical and research material through third parties, hiring personnel, establishing product development and commercialization collaborations with third parties, raising capital and providing general and administrative support for these operations.

Since 2014, such research and development activities have exclusively related to the research, development, manufacture and Phase 1 and Phase 2 clinical testing of our CAB antibody-based product candidates and the strengthening of our proprietary CAB technology platform and pipeline.

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These losses have resulted primarily from costs incurred in connection with research and development activities and general and administrative costs associated with our operations.

We do not expect to generate meaningful revenue from product sales for the foreseeable future, and we expect to continue to incur significant operating expenses for the foreseeable future due to the cost of research and development, including identifying and designing product candidates and conducting preclinical studies and clinical trials, and the regulatory approval process for our product candidates.

We expect our expenses, and the potential for losses, to be variable as we focus development efforts on our prioritized programs.

Research and development expenses will vary as we continue to advance clinical trials of our lead product candidates, and will decrease once we complete enrollment and treatment of patients in those trials.

We expect our expenses and capital requirements will increase substantially in connection with our ongoing activities as we:

• advance the clinical development of mecbotamab vedotin;

• advance the clinical development of ozuriftamab vedotin;

• advance the clinical development of evalstotug;

• advance the clinical development of BA3182;

• expand our pipeline of bispecific and other CAB antibody-based product candidates;

• continue to invest in our CAB technology platform;

• maintain, protect and expand our intellectual property portfolio, including patents, trade secrets and know-how;

• seek marketing approvals for any product candidates that successfully complete clinical trials;

• establish additional product collaborations and commercial manufacturing relationships with third parties;

• build sales, marketing and distribution infrastructure and relationships with third parties to commercialize product candidates for which we may obtain marketing approval;

• continue to expand our operational, financial and management information systems;

• attract, hire and retain additional clinical, scientific, management, administrative and commercial personnel.

As a result, we will require substantial additional capital to develop our product candidates and fund operations for the foreseeable future.

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of

public or private equity offerings, debt financings, collaborations and other similar arrangements.

We do not expect to generate meaningful revenue from product sales for the foreseeable future, and we expect to continue to incur significant operating expenses for the foreseeable future due to the cost of research and development, including conducting clinical trials and the regulatory approval process for our product candidates, as well as identifying and designing product candidates and conducting preclinical studies.

We expect our expenses, and the potential for losses, to be variable as we focus development efforts on selected assets and indications.

We expect research and development expenses to decrease in the near term as we complete enrollment and treatment of patients in certain of our trials.

Over the long-term, we expect our expenses to increase substantially in connection with the development of our clinical programs beyond our existing Phase 1 and Phase 2 clinical trials and through the commercialization of our product candidates.

As a result, we will require substantial additional capital to develop and commercialize our product candidates and fund operations for the foreseeable future.

Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings, debt financings, collaborations and other similar arrangements.

The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts.

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As of December 31, 2024, our cash and cash equivalents totaled approximately $49.0 million.

Based on our current operating plan, our current cash and cash equivalents are expected to be sufficient to fund our ongoing operations for a period of at least twelve months from the date of issuance of the financial statements included in this report.

Our current operating plan includes plans to complete enrollment in certain of our clinical trials, delaying development of certain pre-clinical programs, and prioritizing and focusing clinical development on selected assets and indications.

In addition, we have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Impact of COVID-19 on our business

The COVID-19 pandemic previously impacted our ongoing operations, including clinical trials.

The extent to which the COVID-19 pandemic may continue to impact our business, financial condition and results of operations cannot be reasonably estimated and will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of any resurgence of COVID-19 and its variants and the actions necessary to contain any resurgence or treat its impact, among others.

We will continue to monitor the COVID-19 situation closely and operate in accordance with all relevant health and safety guidelines as they evolve in response to changing public health conditions.

Accordingly, based on our current operating plan, and along with our history of operating losses, our current cash and cash equivalents may not to be sufficient to fund our ongoing operations for a period of at least twelve months from the date the financial statements included in this report are issued, and these circumstances raise substantial doubt about our ability to continue as a going concern.

Financial Operations Overview

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The Company has entered into collaborations and licensing agreements with various third parties that, in some cases, may provide for potential future milestone and royalty payments to us (see Note 7 to our financial statements).

In September 2024, the Company licensed BA3362, a Nectin-4 x CD3 T cell engaging bispecific antibody, to Context Therapeutics (“Context”).

We recognized revenue of $11.0 million during the twelve months ended December 31, 2024 related to the licensing agreement with Context.

Prior to developing our own programs, we received revenue from services performed under fixed price service contracts that, in some cases, provided for potential milestone and royalty payments to us.

We did not recognize any revenues from collaborations, licenses, or our legacy service contracts during the years ended December 31, 2023 and 2022, respectively.

We did not recognize any revenue from our legacy service contracts during the years ended December 31, 2024 and 2023, respectively.

Operating Expenses

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The capitalized amounts are then expensed as the related goods are delivered and services are performed.

We expect our research and development expenses to remain variable from quarter to quarter as we continue to advance our clinical programs, then decreasing after we complete enrollment and treatment in certain of our clinical trials, and focus development on selected high potential indications.

The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and

time-consuming.

We expect our research and development expenses to decrease in the near term as we complete enrollment and treatment in certain of our clinical trials, and focus development on selected high potential indications.

However, research and development could increase upon initiation of new clinical trials, including registrational trials for our lead product candidates.

The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming.

Successful product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials.

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Personnel-related expenses consist of salaries, benefits and equity-based compensation.

We expect our general and administrative expenses to remain flat to moderately increasing in the future to support development of our prioritized CAB programs.

Interest Income

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(in thousands)

Collaboration and other revenue

Operating expenses:

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Interest income

Gain (loss) on warrant liability

Other income (expense)

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Net loss and comprehensive loss

Collaboration and Other Revenue

Collaboration and other revenue for the twelve months ended December 31, 2024 was $11.0 million and consisted of revenue recognized under the Context License Agreement.

See Note 7 to our financial statements for further details regarding collaboration and licensing agreements.

Research and Development Expense

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Research and development expenses were $63.1 million and $103.7 million for the years ended December 31, 2024 and 2023, respectively.

The increase of approximately $24.4 million was primarily driven by an $11.2 million increase for our Phase 2 clinical-stage ADC programs which are being developed in multiple indications, a $7.4 million increase in our CTLA4 immuno-oncology program which progressed to Phase 2 development during 2023, a $4.8 million increase for various pre-clinical programs primarily our CAB B7-H3 x CD3 bispecific program and our next generation CAB Nectin-4 ADC program which we are advancing to IND, a $1.8 million increase in personnel related costs due to an increase in headcount to support ongoing development activities for our clinical programs, and a $1.2 million increase in facility and other

allocated costs, offset by a decrease of $2.1 million related to our EpCAM bispecific program which completed manufacturing in 2022 and received an IND in February 2023.

The decrease of approximately $40.6 million was primarily driven by a $16.9 million decrease in development costs for our pre-clinical programs primarily BA3142, our CAB B7H3 x CD3 bispecific program, and BA3361, our CAB Nectin-4 ADC program, a $13.5 million decrease in development costs for our clinical stage programs primarily due to completing Phase 2 enrollment for our ongoing ADC trials for mecbotamab vedotin and ozuriftamab vedotin, a $9.6 million decrease in manufacturing costs for evalstotug, a $1.2 million decrease in stock-based compensation related to awards issued under our 2020 Equity Incentive Plan, a $0.5 million decrease in personnel related expense, and a $0.4 million decrease in facilities and other allocated expense.

This was offset by $1.7 million in related party expense incurred in connection with the licensing agreement with Context Therapeutics in September 2024, which is further discussed in Note 7 and Note 8 to our financial statements.

General and administrative expense

General and administrative expenses were $21.8 million and $26.0 million for the years ended December 31, 2024 and 2023, respectively.

The decrease of $2.8 million was primarily driven by a decrease of $1.1 million decrease in insurance due to a decrease in premiums for our D&O policy, a $1.1 million decrease in stock-based compensation related to awards issued under our 2020 Equity Incentive Plan, and a $0.7 million decrease in accounting, legal services and consulting primarily related to a $1.0 million legal settlement in 2022.

The decrease of approximately $4.1 million was primarily driven by a decrease of $3.4 million in stock-based compensation related to awards issued under our 2020 Equity Incentive Plan, a $0.7 million decrease in insurance primarily due to lower D&O insurance premiums, a $0.3 million decrease in personnel related expense, offset by a $0.5 million increase in professional fees, consulting and advisor fees due to 2024 transactions including our licensing agreement with Context Therapeutics in September 2024 and our Registered Direct Offering in December 2024.

Interest income

Interest income was $3.4 million and $6.3 million for the years ended December 31, 2024 and 2023, respectively.

The increase of $4.7 million was due to higher yields earned as compared to the same period in 2022.

The decrease of $2.9 million was primarily due to lower cash and cash equivalents compared to same period in 2023, and lower interest rates during same period.

Liquidity and Capital Resources

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We have not sold any shares of our common stock under the Sales Agreement as of December 31, 2024.

In December 2024, the Company closed on an offering (the “December 2024 Offering”) of 9,679,158 shares of common stock at a price of $0.9520 per share with accompanying warrants to purchase up to 9,679,158 shares of common stock, which have an exercise price of $1.19 per share (the “Warrants”).

The gross proceeds from the December 2024 Offering were approximately $9.2 million, before deducting $0.7 million of placement agent fees and other offering expenses payable by the Company.

The accompanying Warrants become exercisable beginning six months from issuance and will expire five years from the date of initial exercisability.

Accordingly, there were 9,679,158 common stock warrants outstanding but not yet exercisable at December 31, 2024.

Future Funding Requirements

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The timing and amount of future funding requirements depends on many factors, including the following:

• the initiation, scope, rate of progress, results and costs of our preclinical studies, clinical trials and other related activities for our product candidates;

• the initiation and advancement, scope, rate of progress, completion of enrollment, results and costs of our preclinical studies, clinical trials and other related activities for our product candidates;

• the costs associated with manufacturing our product candidates and establishing commercial supplies and sales, marketing and distribution capabilities;

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• the extent to which we acquire or invest in businesses, products or technologies, although we have no commitments or agreements relating to any of these types of transactions.

Based on our current operating plan, our current cash and cash equivalents are expected to be sufficient to fund our ongoing operations for a period of at least twelve months from the date the financial statements included in this report are issued.

In addition, we have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

We will require additional funding in order to complete development of our product candidates and commercialize our products, if approved.

We may seek to raise any necessary additional capital through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements.

We cannot assure you that, in the event we require additional financing, such financing will be available at acceptable terms to us, if at all.

Failure to generate sufficient cash flows from operations, raise additional capital, and reduce discretionary spending should additional capital not become available could have a material

adverse effect on our ability to achieve our intended business objectives.

Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials.

Based on our current operating plan, our current cash and cash equivalents may not be sufficient to fund our ongoing operations for a period of at least twelve months from the date the financial statements included in this report are issued.

We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

These circumstances raise substantial doubt about our ability to continue as a going concern.

While management believes additional funds can be raised through equity or debt financings, strategic collaborations transactions, or a combination of these approaches, which will alleviate the conditions that raise substantial doubt, these plans are not entirely within our control and cannot be assessed as being probable of occurring.

We may not be able to secure additional financing in a timely manner or on favorable terms, if at all.

Failure to generate sufficient cash flows from operations, raise additional capital, and reduce discretionary spending should additional capital not become available could have a material adverse effect on our ability to achieve our intended business objectives.

Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the

amounts of increased capital outlays and operating expenditures associated with our current and anticipated preclinical studies and clinical trials.

To the extent that we raise additional capital through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates.

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Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond our control.

For example, market volatility resulting from a variety of causes, including supply chain disruptions, and geopolitical disruptions, including the recent conflict between Russia and Ukraine and the conflict between Israel and Hamas, could adversely impact our ability to access capital as and when needed.

For example, market volatility resulting from a variety of causes, including inflation, high interest rates, growing recession risks, supply chain disruptions, and geopolitical disruptions, including the ongoing conflict between Russia and Ukraine and the wars between Israel and the terrorist groups Hamas and Hezbollah, could adversely impact our ability to access capital as and when needed.

We may choose to raise additional capital through the issuance of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

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If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, acquiring other businesses, products or technology, or declaring dividends.

If we are unable to obtain additional funding from these or other sources, it may be necessary to significantly reduce our rate of spending through reductions in staff and delay, scale back or stop certain research and development programs.

If we are unable to obtain additional funding from these or other sources, it may be necessary to significantly reduce our rate of spending through additional reductions in staff and delay, scale back or stop certain research and development programs.

The following summarizes our cash flows for the periods indicated:

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Net cash used in operating activities for the year ended December 31, 2024 was $71.9 million, which consisted of a net loss of $69.8 million, a net change of $11.2 million in our net operating assets and liabilities and $9.0 million of non-cash transactions.

The net change in our operating assets and liabilities was primarily due to a decrease in accounts payable and accrued expenses of $13.5 million and a decrease in operating lease right-of-use assets and liabilities of $0.6 million, partially offset by an increase in prepaid expenses and other assets of $2.9 million.

The non-cash transactions primarily consisted of $8.9 million of stock-based compensation and non-cash charges of $0.9 million related to depreciation and amortization, offset by $0.8 million related to the change in fair value of the warrant liability.

Net cash used in operating activities for the year ended December 31, 2023 was $104.0 million, which consisted of a net loss of $123.5 million, a net change of $4.7 million in our net operating assets and liabilities and $14.8 million of non-cash transactions.

The net change in our operating assets and liabilities was primarily due to an increase in accounts payable and accrued expenses of $5.3 million, partially offset by a decrease in operating lease right-of-use assets and liabilities of $0.6 million.

The non-cash transactions primarily consisted of $13.5 million of stock-based compensation and non-cash charges of $1.2 million related to depreciation and amortization.

Net cash used in operating activities for the year ended December 31, 2022 was $90.4 million, which consisted of a net loss of $106.5 million, a net increase of $0.3 million in our net operating assets and liabilities and $15.8 million of non-cash transactions.

The net change in our operating assets and liabilities was primarily due to an increase in prepaid expenses and other assets of $2.6 million, partially offset by an increase in accounts payable and accrued expenses of $3.4 million and a net decrease in operating lease right-of-use assets and liabilities of $0.5 million.

The non-cash transactions primarily consisted of $14.6 million of stock-based compensation and non-cash charges of $1.2 million related to depreciation and amortization.

Cash used in investing activities

Cash used in investing activities was $0.1 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively, primarily related to the purchase of property and equipment.

Cash used in investing activities was $0 and $0.1 million for the years ended December 31, 2024 and 2023, respectively, primarily related to the purchase of property and equipment.

Cash provided by financing activities

Net cash provided by financing activities was $9.5 million for the year ended December 31, 2024, which consisted primarily of $9.2 million in net proceeds from the issuance of common stock and warrants in connection with the December 2024 offering and common stock issued under our Employee Stock Purchase Plan of $342,000, partially offset by payment of taxes related to the net settlement of equity awards of $46,000.

Net cash provided by financing activities was $77,000 for the year ended December 31, 2023, which consisted primarily of the net proceeds from the issuance of common stock under our Employee Stock Purchase Plan of $336,000, partially offset by payment of taxes related to the net settlement of equity awards of $259,000.

Net cash provided by financing activities was $61.2 million for the year ended December 31, 2022, which consisted primarily of the $61.7 million net proceeds from the issuance of common stock through an underwritten offering in November 2022 and $0.3 million proceeds from the issuance of common stock under our Employee Stock Purchase Plan, partially offset by payment of taxes related to the net settlement of equity awards of $0.8 million.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods.

Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and reported expenses incurred during the reporting periods.

Our estimates are based on our

historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions and conditions.

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To date, there have been no material differences between our estimates of such expenses and the amounts actually incurred.

Collaboration revenue

We recognize 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 we are entitled to receive in exchange for such product or service.

In doing so, we follow 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.

We consider 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 us, where the purpose of the contract is to obtain a product or a service that is an output of our 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 we will collect substantially all of the consideration to which we are 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.

We identify 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) our 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 we are entitled to receive in exchange for the transfer of control of a product or a service to a customer.

To determine the transaction price, we consider the existence of any significant financing component, the effects of any variable elements, noncash considerations 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, we must estimate the consideration it expects to receive and use 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, we allocate the transaction price to each distinct performance obligation in an amount that reflects the consideration we are entitled to receive in exchange for satisfying each distinct performance obligation.

For each distinct

performance obligation, revenue is recognized when (or as) we transfer control of the product or the service applicable to such performance obligation.

In those instances where we first receive consideration in advance of satisfying our performance obligation, we classify such consideration as deferred revenue until (or as) we satisfy such performance obligation.

In those instances where we first satisfy our performance obligation prior to receipt of consideration, the consideration is recorded as accounts receivable.

We expense 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.

Other Company Information

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generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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During 2024, the Company incurred $63.1 million for research and development expenses and as of December 31, 2024 accrued $5.7 million for clinical trial costs.

A substantial portion of the Company’s ongoing research and development activities are conducted by third-party service providers, including clinical research organizations (“CROs”).

A portion of the Company’s ongoing research and development activities are conducted by third-party service providers, including clinical research organizations (“CROs”).

External costs to be paid to CROs are accrued and expensed based upon actual work completed in accordance with signed agreements.

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Liability to licensor

Warrant liability

Total liabilities

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December 31, 2024 and December 31, 2023;

0 and 1,211,959

shares issued and outstanding at December 31, 2023 and December 31, 2022

0 shares issued

and outstanding at December 31, 2024 and December 31, 2023

Additional paid-in capital

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Years ended December 31,

Collaboration and other revenue

Operating expenses:

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Interest income

Gain (loss) on warrant liability

Other income (expense)

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Balance at December 31, 2022

Issuance of common stock, net of $ 3,318 of issuance costs

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

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Balance at December 31, 2023

Issuance of common stock, net of issuance costs and warrant liability

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

Stock-based compensation expense

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Loss on disposal of property and equipment

Change in fair value of warrant liability

Stock-based compensation

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Purchases of property and equipment

Proceeds from sale of property and equipment

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of common stock, net of issuance costs

Proceeds from issuance of common stock and warrants, net of issuance costs

Proceeds from issuance of common stock under Employee Stock Purchase Plan

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Supplemental disclosure of non-cash investing and financing activities

Property and equipment additions included in accounts payable and accrued

Equity issuance costs included in accounts payable and accrued expense

Tax related to net settlement of equity awards included in accounts payable and

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BioAtla, Inc.

Notes to financial statements

Notes to F inancial Statements

Organization and Summary of Significant Accounting Policies

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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 its two lead CAB antibody drug conjugates (“CAB ADC”) targeting AXL and ROR2 receptors, its CAB immune-oncology antibody targeting CTLA-4, and its CAB bispecific antibody targeting EpCAM.

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

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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 financial statements.

Management’s assessment concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the issuance date of these financial statements.

The Company has prepared its consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

Variable Interest Entities (“VIE”)

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To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business in one operating segment.

Cash and Cash Equivalents

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Treasury money market funds, which are unrestricted as to withdrawal or use.

The cash and cash equivalents balance as of December 31, 2023 and 2022 includes $ 50.4 million and $ 0 , respectively, invested in U.S.

The cash and cash equivalents balance as of December 31, 2024 and 2023 includes $ 38.8 million and $ 50.4 million, respectively, invested in U.S.

Government and U.S.

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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.

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The Company does not have any finance leases.

Derivative Instruments and Warrant Liabilities

The Company evaluates its financial instruments and other contracts, including issued warrants to purchase common stock, to determine if those instruments are required to be recognized as derivatives or contain features that qualify as embedded derivatives under the relevant accounting standards (see Note 3 and Note 6).

The result of this accounting treatment is that the derivative is carried at fair value as an asset or liability with changes in fair value recognized in earnings at each reporting date.

Changes in the fair value of derivatives are recorded in the statement of operations and comprehensive loss as a component of other income (expense).

Revenue Recognition

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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.

If an element of variability exists, the Company must estimate the consideration it expects to receive and use 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:

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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.

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The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, deferred tax

assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date.

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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.

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.

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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):

Common stock warrants

Common stock options

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Recent Accounting Pronouncements

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.

Effective January 1, 2024, the Company adopted the new standard on a retrospective basis for annual periods, and interim periods beginning for the first quarter of 2025.

The Company has included the new disclosures in Note 11 to the financial statements.

In December 2023, the FASB issued ASU No.

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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.

As of December 31, 2023 and December 31, 2022 , the Company had no financial assets or liabilities measured at fair value on a recurring basis.

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, and warrants to purchase common stock.

The carrying amounts of the Company’s cash and cash equivalents and accounts payable and accrued expenses are considered to be representative of their respective fair values due to their short-term nature.

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.

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

As of December 31, 2023 and 2022, the Company had $ 50.4 million and $ 0 , 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.

When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy.

If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows within Level 2 of the valuation hierarchy.

In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy.

The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates.

Accordingly, these estimated fair values are not necessarily indicative of the

amounts the Company could realize in a current market exchange.

The estimated fair values can be materially affected by using different assumptions or methodologies.

The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows.

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

As of December 31, 2024

Cash equivalents

As of December 31, 2023

Cash equivalents

Cash Equivalents

Cash equivalents are comprised of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Warrant Liability

As of December 31, 2024, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 6), which did not meet the criteria for equity classification in accordance with ASC Subtopic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”), and are therefore accounted for as liabilities at fair value.

The Company did not have any Level 3 assets or liabilities as of December 31, 2023.

The Company estimates the fair value of its Warrants using significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

The Company estimated the fair value of the Warrants using the Black-Scholes option pricing model.

The significant inputs used in the valuation models at issuance and December 31, 2024, to measure the fair value of the Warrants are as follows:

Valuation Date

Common stock price

Risk-free rate

Expected term (in years)

Expected volatility

Dividend yield

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2024 (in thousands):

Warrant Liability

Balance at December 31, 2023

Issuance of warrants

Change in fair value of warrant liability

Balance at December 31, 2024

Changes in the fair value of the liability-classified Warrants are recognized as a component of other income, net in the statement of operations.

No transfers between levels have occurred during the periods presented.

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Except as otherwise expressly provided in the Company’s amended and restated certificate of incorporation or as required by applicable law, on any matter that is submitted to a vote by the Company’s stockholders, holders of the Company’s common stock are entitled to one vote per share of common stock, and holders of the Company’s Class B common stock are not entitled to any votes per share of Class B common stock, including for the election of directors.

November 2022 Underwritten Offering

On November 8, 2022, the Company completed a follow-on offering under its shelf registration statement on Form S-3 (File No.

333-262528) and a related prospectus supplement pursuant to which the Company issued an aggregate of 9,745,128 shares of its common stock to at a public offering price of $ 6.67 per share.

The Company received aggregate net proceeds of $ 61.7 million fro m the offering after deducting underwriting discounts and commissions and other offering expenses.

Common stock warrants

The Company issued the warrants described below in 2016 in connection with certain advisory services.

The warrants became exercisable upon the Company's IPO for a period of 365 and 450 days .

Upon adoption of ASU No.

2018-07 on October 1, 2020, the measurement date of the warrants became fixed in accordance with the guidance, and such fair value was nominal since the warrants were deeply out-of-the-money.

In December 2021, a total of 566,586 warrants with an exercise period of 365 days after the Company's IPO expired unexercised.

The remaining 151,088 warrants with an exercise period of 450 days after the Company's IPO expired unexercised in March 2022.

Accordingly, there are no remaining common stock warrants outstanding and exercisable at December 31, 2022 or December 31, 2023.

Open Market Sale Agreement

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No shares have been sold under the agreement to date.

December 2024 Offering and Warrant Issuance

In December 2024, the Company closed on an offering (the “December 2024 Offering) of 9,679,158 shares of common stock at a price of $ 0.9520 per share with accompanying warrants to purchase up to 9,679,158 shares of common stock, which have an exercise price of $ 1.19 per share (the “Warrants”).

The gross proceeds from the December 2024 Offering were approximately $ 9.2 million, before deducting $ 0.7 million of placement agent fees and other offering expenses payable by the Company.

As discussed in Note 3, the Company recorded a liability of $ 4.6 million related to the issuance of the Warrants.

The issuance costs of $ 0.7 million were allocated between the equity and warrant liability on a relative fair value basis.

$ 0.4 million of issuance costs were allocated to the shares of common stock as a reduction to the proceeds, while $ 0.3 million of issuance costs were allocated to the liability-classified warrants and immediately expensed.

The accompanying Warrants become exercisable beginning six months from issuance and will expire five years from the date of initial exercisability.

Accordingly, there were 9,679,158 common stock warrants outstanding but not yet exercisable at December 31, 2024.

2020 Equity Incentive Plan

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

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.

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 the 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 .

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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 will now continue to vest.

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.

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Compensation expense was earned and recognized for these fully vested restricted stock grants in the amount of $ 0.1 million for the twelve months ended December 31, 2023.

This election was discontinued in 2024.

The following table summarizes RSU activity under the 2020 Plan for the years ended December 31, 2024 and 2023:

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Common stock reserved for future issuance are as follows in common equivalent shares:

Warrants for the purchase of common stock

Common stock options and restricted stock units issued and outstanding

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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.

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.

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.

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

Collaboration and Supply Agreement with Bristol-Myers Squib

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 Conditionally Active Biologic Antibody Drug Conjugates, 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.

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.

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There was no impact to the Company's financial results for the years ended December 31, 2024 or 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.

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).

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 was 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.

All variable consideration remains fully constrained as of December 31, 2024.

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 Agreement 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 years ended December 31, 2024 and 2023, the Company recognized $ 11.0 million and $ 0 , respectively, of revenue related to the Context License Agreement, included in Collaboration and Other Revenue.

Related Party Transactions

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The Company has no equity interest in BioAtla Holdings, and no exposure to its losses.

BioAtla Holdings is currently inactive, and the Company has not provided any support to BioAtla Holdings and has no obligation to do so, and BioAtla Holdings’ creditors have no recourse to the general credit of the

The Company does no t have any assets or liabilities associated with its variable interests in BioAtla Holdings at December 31, 2024 and 2023.

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Clinical Trial Services Agreement

In April 2022, the Company entered into a Clinical Trial Agreement with Himalaya Therapeutics SEZC.

Under the agreement, Himalaya Therapeutics SEZC agreed to provide services related to the initiation of clinical trials for mecbotamab vedotin in the People’s Republic of China.

For the first year following effectiveness of the agreement, the Company has agreed to pay Himalaya Therapeutics SEZC for the full-time use of two of its personnel.

Payments were due and payable by BioAtla to Himalaya Therapeutics SEZC on a quarterly calendar basis and are non-refundable.

The Company made its final payment under the agreement in January 2023.

For the twelve months ended December 31, 2023 and 2022, the Company recognized $ 0.1 million and $ 0.4 million in research and development expense related to the Clinical Trial Agreement, respectively.

The Company did not have any amounts due from or due to Himalaya Therapeutics SEZC as of December 31, 2023 .

In January 2024, the Clinical Trial Agreement was amended to extend the agreement for 12 additional months.

Under the amended 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.

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.

All payments have been made under this agreement as of December 31, 2024.

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 twelve months ended December 31, 2024 and 2023, the Company recognize d $ 2.2 million and $ 0.1 million, respectively, in research and development expense related to the transactions with Himalaya.

The Company did not have any amounts due from or due to Himalaya Therapeutics SEZC as of December 31, 2024 or 2023.

Himalaya Parent LLC

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The Company does not have a variable interest in Himalaya Parent LLC.

November 2022 Underwritten Offering

As part of the 2022 underwritten offering, the Company issued 2,998,500 shares of common stock for total net proceeds of $ 19.1 million to certain stockholders considered to be related parties.

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

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At December 31, 2024 , the Company had federal and state net operating loss carryforwards of approximately $ 160.6 million and $ 42.0 million, respectively.

The federal and state net operating losses can be carried forward indefinitely, subject to an 80% limitation against taxable income.

The state net operating losses will begin to expire in 2042, unless previously utilized.

The federal and approximately $ 41.5 million of state net operating losses can be carried forward indefinitely, subject to an 80 % limitation against taxable income.

The remaining state net operating losses of approximately $ 0.4 million will begin to expire in 2042 , unless previously utilized.

At December 31, 2024 , the Company had federal and California research and development credit carryforwards of approximately $ 10.1 million and $ 3.3 million, respectively.

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The Company is not currently under examination by any jurisdiction.

Segment Information

The Company is a clinical-stage biopharmaceutical company and has not generated any product revenue from its CAB antibody-based products.

The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its CAB products.

The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment.

The measure of segment assets is reported on the balance sheets as total assets.

The CODM evaluates performance and allocates resources based on consolidated net income or loss that also is reported on the statements of operations and comprehensive loss as net loss, and cash used in operations.

The following table provides R&D expenses by program with a reconciliation to net loss for the periods indicated, which are regularly reviewed by the CODM:

Years Ended December 31,

(in thousands)

Collaboration and other revenue

Program expenses:

Mecbotamab vedotin, BA3011 (CAB AXL-ADC)

Ozuriftamab vedotin, BA3021 (CAB ROR2-ADC)

Evalstotug, BA3071 (CAB CTLA-4)

BA3182 (CAB EpCAM x CAB CD3)

Other CAB Programs

Total program expenses

Personnel and related

Equity-based compensation

Facilities and other

Total research and development expenses

General and administrative expenses

Personnel and related

Equity-based compensation

Facilities and other

Total general and administrative expenses

Interest and other income/(expense)

Net loss and comprehensive loss

Subsequent Events

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Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

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In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

See Management’s Report on Internal Control over Financial Reporting above.

See Management’s Annual Report on Internal Control over Financial Reporting above.

Other Information

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Directors, Executive Officers and Corporate Governance

Except to the extent provided below, the information required by this Item 10 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Except to the extent provided below, the information required by this Item 10 will be included under the captions “Board of Directors and Corporate Governance,” “Proposal One:

Election of Directors,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

We have adopted a Company Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions.

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Execu tive Compensation

The information required by this Item 11 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

The information required by this Item 11 will be included under the captions “Board of Directors and Corporate Governance” and “Executive Compensation” in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Security Ownership of Certain Beneficial O wners and Management and Related Stockholder Matters

The information required by this Item 12 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

The information required by this Item 12 will be included under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Certain Relationships and Related Party Transactions, and Director Independence

The information required by this Item 13 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

The information required by this Item 13 will be included under the captions “Board of Directors and Corporate Governance” and “Certain Relationships and Related Party Transactions” in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Principal Accou ntant Fees and Services

The information required by this Item 14 will be included in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

The information required by this Item 14 will be included under the caption “Proposal Two:

Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement to be filed with the SEC and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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Description of Securities

Form of Warrant

2020 Equity Incentive Plan

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1 to 2020 Equity Incentive Plan

Amendment No.

2 to 2020 Equity Incentive Plan

2020 Employee Stock Purchase Plan

Amendment No.

1 to Employee Stock Purchase Plan

Exclusive Rights Agreement with Himalaya SEZC, dated January 1, 2020

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and BeiGene Switzerland GmbH, dated April 8, 2019, as amended by First Amendment, dated December 24, 2019 and as amended by Second Amendment, October 5, 2020

Amendment No.

3 to Global Co-Development and Collaboration Agreement among BeiGene, Ltd., BeiGene Switzerland GmbH and BioAtla, Inc.

Employment Letter Agreement between BioAtla, LLC and Jay Short, as amended by the Letter Amendment dated October 1, 2011

Severance Agreement between BioAtla, LLC and Jay Short, dated July 1, 2018

Offer Letter between BioAtla, LLC and Scott Smith, dated August 2, 2018

Letter Agreement between BioAtla, LLC and Scott Smith, dated August 3, 2018

Severance Agreement between BioAtla, LLC and Scott Smith, dated August 20, 2018

Offer Letter between BioAtla, LLC and Richard Waldron, dated October 23, 2013

Severance Agreement between BioAtla, LLC and Richard Waldron, dated July 1, 2018

Exhibit Description

Filed/Furnished Herewith

Offer Letter between BioAtla, LLC and Eric Sievers, dated June 17, 2019

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Lease Agreement with HCP Torreyana, LLC, dated June 2, 2017

Exhibit Description

Filed/Furnished Herewith

First Amendment to Lease with HCP Torreyana, dated January 16, 2019

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and Himalaya Therapeutics Limited Company

Amendment No.

2 to 2020 Equity Incentive Plan

Amendment No.

1 to Employee Stock Purchase Plan

Amendment No.

3 to Global Co-Development and Collaboration Agreement among BeiGene, Ltd., BeiGene Switzerland GmbH and BioAtla, Inc.

Form of Non-Employee Director Stock Option Agreement

Form of Employee Stock Option Agreement

Amended and Restated BioAtla Director Compensation Policy

Amended and Restated Director Compensation Policy

BioAtla, Inc.

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and Jefferies LLC

Form of Restricted Stock Unit Agreement

Form of Non-Employee Director Restricted Stock Unit Agreement

License Agreement between BioAtla, Inc.

and Context Therapeutics Inc., dated as of September 23, 2024

Global Transaction Agreement between BioAtla, Inc.

and Himalaya Therapeutics SEZC, dated as of September 23, 2024

Form of Securities Purchase Agreement, dated as of December 19, 2024

Insider Trading Policy of BioAtla, Inc.

Consent of Independent Registered Public Accounting Firm

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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-K

Item 5. Market for Registrant’s Common Equity