What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-07 · 159 added, 174 removed, 258 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except par value and share amounts)

September 30,

Current assets:

6 unchanged sentences

Current liabilities:

Accounts payable and accrued expenses (includes related party amounts of $ 1,775 and $ 0 , respectively)

Accounts payable and accrued expenses

Operating lease liabilities

Total current liabilities

Operating lease liabilities, less current portion

Liability to licensor

Warrant liability

Total liabilities

2 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

200,000,000 shares authorized at March 31, 2025

and December 31, 2024;

0 shares issued and outstanding at September 30, 2024

0 shares issued and outstanding at March 31, 2025

and December 31, 2024

1 unchanged sentence

350,000,000 shares authorized at

September 30, 2024 and December 31, 2023;

March 31, 2025 and December 31, 2024;

58,401,147 and 58,099,164

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

shares issued and outstanding at March 31, 2025 and December 31, 2024

Class B common stock, $ 0.0001 par value;

15,368,569 shares authorized at

September 30, 2024 and December 31, 2023;

March 31, 2025 and December 31, 2024;

0 shares issued and outstanding at

September 30, 2024 and December 31, 2023, respectively

March 31, 2025 and December 31, 2024

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Collaboration and other revenue

Three Months Ended March 31,

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)

Research and development expense

General and administrative expense

3 unchanged sentences

Interest income

Other expense

Gain on warrant liability

Total other income

6 unchanged sentences

(in thousands, except share amounts)

Three Months Ended September 30, 2024

Stockholders’

Balance at June 30, 2024

Stock-based compensation expense

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

Taxes related to net share settlement of equity awards

Balance at September 30, 2024

Three Months Ended September 30, 2023

Stockholders’

Balance at June 30, 2023

Stock-based compensation expense

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

Issuance of common stock for Employee Stock Purchase Plan

Issuance of common stock for director compensation

Taxes related to net share settlement of equity awards

Balance at September 30, 2023

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Stockholders’

2 unchanged sentences

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

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at September 30, 2024

Nine Months Ended September 30, 2023

Balance at March 31, 2025

Three Months Ended March 31, 2024

Stockholders’

3 unchanged sentences

Issuance of common stock for Employee Stock Purchase Plan

Issuance of common stock for director compensation

Taxes related to net share settlement of equity awards

Conversion of Class B common stock

Balance at September 30, 2023

Balance at March 31, 2024

See accompanying notes.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

1 unchanged sentence

Depreciation and amortization

Change in fair value of warrant liability

Stock-based compensation

2 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Right-of-use assets and lease liabilities, net

4 unchanged sentences

Cash flows from financing activities

Proceeds from issuance of common stock under Employee Stock Purchase Plan

Payment of financing costs

Payments for taxes related to net settlement of equity awards

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net decrease in cash and cash equivalents

2 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

Accrued severance included in accounts payable and accrued expenses

Unpaid deferred financing costs

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

13 unchanged sentences

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.

The unaudited condensed financial statements as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

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

3 unchanged sentences

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

As of September 30, 2024, the Company had an accumulated deficit of $ 471.2 million .

As of March 31, 2025, the Company had an accumulated deficit of $ 501.4 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.

1 unchanged sentence

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.

333-262528) which expired in February 2025.

The Company has not sold any shares of its common stock under the Sales Agreement as of March 31, 2025.

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

1 unchanged sentence

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.

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 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 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.

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.

The preparation of the Company’s 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 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.

11 unchanged sentences

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.

T he fair value of RSUs 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.

12 unchanged sentences

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.

Operating leases are included in operating lease right-of-use assets, and operating lease liabilities 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

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

7 unchanged sentences

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

As of September 30,

As of March 31,

Common stock warrants

Common stock options

1 unchanged sentence

Recent Accounting Pronouncements

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

There were no new accounting standards that had a material impact on the Company’s financial statements during the three months ended March 31, 2025.

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,” 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.

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

information on income taxes paid.

Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as 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.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the financial statements.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statements.

1 unchanged sentence

Prepaid expenses and other current assets consist of the following (in thousands):

September 30,

Prepaid research and development

2 unchanged sentences

Property and equipment consist of the following (in thousands):

September 30,

Furniture, fixtures and office equipment

3 unchanged sentences

Accounts payable and accrued expenses consist of the following (in thousands):

September 30,

Accounts payable

Accrued compensation

Accrued research and development (includes related party amounts of $ 1,775 and $ 0 , respectively)

Accrued research and development

Accrued severance

Other accrued expenses

Restructuring

In March 2025, the Company implemented a corporate restructuring, which included a reduction in force, designed to improve the Company’s operating model and cost structure to set up the Company for long-term success.

In connection with the restructuring, the Company implemented a reduction in workforce of approximately 30 %, which was initiated in the first quarter of 2025.

The Company recorded restructuring costs of $ 0.6 million during the three months ended March 31, 2025, of which $ 0.5 million is included in research and development expense and $ 0.1 million is included in general administrative expense in the condensed statements of operations and comprehensive loss.

Restructuring costs primarily consisted of employee severance, continuing healthcare benefits and other employee-related costs.

The Company expects these benefits will be substantially paid out during the second quarter of 2025.

The following table presents the changes in the Company's restructuring liability (in thousands):

Restructuring Liability

Balance at December 31, 2024

Restructuring charges

Cash payments

Balance at March 31, 2025

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 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.

5 unchanged sentences

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

As of 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.

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 March 31, 2025

Cash equivalents

As of December 31, 2024

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 March 31, 2025, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 7), 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 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 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 March 31, 2025 (in thousands):

Warrant Liability

Balance at December 31, 2024

Change in fair value of warrant liability

Balance at March 31, 2025

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.

1 unchanged sentence

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,

Additionally, the lease includes certain rent abatemen t, 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 condensed statements of operations and comprehensive loss include (in thousands):

Three Months Ended March 31,

Operating lease expense

2 unchanged sentences

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

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

The Company did not have any short-term leases or finance leases for the three months ended March 31, 2025 and 2024.

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

As of September 30,

As of March 31,

Weighted average remaining lease term (in years)

1 unchanged sentence

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for amounts included in the measurement of operating leases

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

Three months ending December 31, 2024

Maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

Nine months ending December 31, 2025

Total future lease payments

7 unchanged sentences

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

As of 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.

As of March 31, 2025 and December 31, 2024 , the total number of common shares authorized for issuance under the 2020 Plan was 12,273,892 and 10,735,431 , 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 31 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):

Stock-based compensation expense for the three months ended March 31, 2025 and 2024 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,

Research and development

1 unchanged sentence

Restricted Stock Units

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

The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2025:

Weighted - Average

Outstanding at December 31, 2024

Outstanding at September 30, 2024

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.

Outstanding at March 31, 2025

As of March 31, 2025, total unrecognized stock-based compensation expense for RSUs w as $ 3.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.4 years.

Stock Options

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

The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2025:

Weighted - Average

1 unchanged sentence

Balance at December 31, 2024

Balance at September 30, 2024

Vested and expected to vest at September 30, 2024

Exercisable at September 30, 2024

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.

Balance at March 31, 2025

Vested and expected to vest at March 31, 2025

Exercisable at March 31, 2025

As of March 31, 2025 , total unrecognized stock-based compensation cost for unvested common stock options was $ 6.4 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.76 years.

There were no stock

options granted during the three months ended March 31, 2025.

The total fair value of options vested during the three months ended March 31, 2025 was $ 1.4 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,

Expected volatility

Risk-free interest rate

Expected dividend yield

Expected term

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.

As of March 31, 2025 and December 31, 2024, a total of 3,035,873 shares and 2,281,600 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

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.

The Company did not issue any shares of common stock under the ESPP during the three months ended March 31, 2025 and 2024.

As of March 31, 2025, 2,446,165 shares o f common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three months ended March 31, 2025 and 2024 was immaterial.

Common Stock Reserved for Future Issuance

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

September 30,

Warrants for the purchase of common stock

Common stock options and restricted stock units issued and outstanding

12 unchanged sentences

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

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three 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.

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three months ended March 31, 2025 and 2024 .

The Company had a $ 19.8 million Liability to Licensor as of March 31, 2025 and December 31, 2024.

License Agreement with Context Therapeutics Inc.

10 unchanged sentences

Variable consideration related to royalties will be recognized when the related sales occur.

All variable consideration remains fully constrained as of March 31, 2025.

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.

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 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.

The Company did no t recognize any revenue related to the Context License Agreement for the three months ended March 31, 2025 and 2024 .

Related Party Transactions

2 unchanged sentences

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.

Under the Clinical Trial Services Agreement, BioAtla paid Himalaya for the services related to the initiation of clinical trials for evalstotug in China for a period of 12 months.

All payments have been made under the Clinical Trial Services Agreement as of December 31, 2024.

Global Transaction Agreement

5 unchanged sentences

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.

For the three months ended March 31, 2025 , the Company did not recognize any expense related to the transactions with Himalaya, compared to $ 0.1 million for the three months ended March 31, 2024.

The Company did not have any amounts due to Himalaya as of March 31, 2025 .

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

2 unchanged sentences

To date, the Company has no t made any matching contributions.

Segment Information

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 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 net income or loss that also is reported on the condensed 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:

Three Months Ended

(in thousands)

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

Net loss and comprehensive loss

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

What changed 10-Q

Item 1. Financial Statements