BioAtla, Inc. 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, 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. This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information On March 18, 2021, the Company and Carolyn Anderson Short, its co-founder and Chief of Intellectual Property & Strategy, mutually agreed that Ms. Short would depart the Company following an agreed upon transition period. On March 23, 2021, the Company and Ms. Short entered into a transition agreement (the “Transition Agreement”) pursuant to which Ms. Short will continue in her current role with the same base salary and employee benefits until her separation from the Company on May 31, 2021 (the “Separation Date”). Ms. Short will thereafter devote herself full time as the President & Chief Operating Officer of Himalaya Therapeutics SEZC (“Himalaya”), which she also co-founded. Himalaya is a former subsidiary of the Company, and is engaged primarily in the development, registration and commercialization of several product candidates licensed from the Company for the Greater China market, and two product candidates globally. The Transition Agreement provides for the following severance benefits in exchange for a release of claims by Ms. Short: (i) a lump sum payment equal to eighteen (18) months of Ms. Short’s current base salary, (ii) a payment at her targeted bonus rate for 2021, pro-rated to the Separation Date, and (iii) accelerated full vesting of her time-vesting stock options and restricted stock units. The foregoing description of certain terms of the Transition Agreement is qualified in its entirety by reference to the Transition Agreement, a copy of which the Company intends to file with the U.S. Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. 174 Table of Contents PART III ITEM 10. 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. We have adopted a 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. A current copy of the Code of Business Conduct and Ethics is available on the Corporate Governance section of our website at www.bioatla.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K. ITEM 11. Executive 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. ITEM 12. Security Ownership of Certain Beneficial Owners 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. ITEM 13. 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. ITEM 14. Principal Accountant 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. 175 Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules (a) Documents files as part of this Annual Report on Form 10-K: (1) Financial Statements The response to this portion of Item 15 is set forth under Item 8 hereof. (2) Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable, not required, or the information required is shown in the consolidated financial statements or the notes thereto. (3) Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K. The exhibits listed in the Exhibit Index are incorporated by reference herein. ITEM 16. Form 10-K Summary None. Exhibit Index Exhibit Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Filed/Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation of BioAtla, Inc. 8-K 001-39787 3.1 12-18-20 3.2 Amended and Restated Bylaws of BioAtla, Inc. 8-K 001-39787 3.2 12-18-20 4.1 Specimen Common Stock Certificate evidencing the shares of common stock S-1/A 333-250093 4.1 12-08-20 4.2 Investors’ Rights Agreement, dated July 13, 2020 S-1/A 333-250093 4.2 12-08-20 4.3 Description of Securities X 10.1+ 2020 Equity Incentive Plan S-1/A 333-250093 10.1 12-08-20 10.2+ Amendment No. 1 to 2020 Equity Incentive Plan S-8 333-251520 99.2 12-18-20 10.3+ Form of Restricted Stock Agreement S-1/A 333-250093 10.2 12-08-20 10.4+ 2020 Employee Stock Purchase Plan S-1/A 333-250093 10.3 12-08-20 10.5* Exclusive License Agreement with Himalaya SEZC, dated January 1, 2020 S-1 333-250093 10.4 11-13-2020 10.6* Exclusive License Agreement with Inversagen LLC, dated March 15, 2019, as amended by First Amendment to Exclusive License Agreement, dated July 7, 2020 S-1 333-250093 10.5 11-13-2020 176 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Filed/Furnished Herewith 10.7* Exclusive License Agreement with BioAtla Holdings LLC, dated January 1, 2020, as amended by First Amendment to Exclusive License agreement, dated July 7, 2020 S-1 333-250093 10.6 11-13-2020 10.8* Amended and Restated Exclusive License Agreement with EXUMA Biotech Corp. (formerly F1 Oncology, Inc.), dated November 22, 2019 S-1 333-250093 10.7 11-13-2020 10.9* Global Co-Development and Collaboration Agreement with BeiGene, Ltd. 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 S-1 333-250093 10.8 11-13-2020 10.10* Cell Line License Agreement with Life Technologies Corporation, dated June 28, 2018 S-1 333-250093 10.9 11-13-2020 10.11 Royalty Sharing Agreement with BioAtla Holdings, LLC, dated January 1, 2020 S-1 333-250093 10.10 11-13-2020 10.12+ Employment Letter Agreement between BioAtla, LLC and Jay Short, as amended by the Letter Amendment dated October 1, 2011 S-1/A 333-250093 10.11 12-08-20 10.13+ Offer Letter between BioAtla, LLC and Carolyn Short, dated November 30, 2015 S-1/A 333-250093 10.12 12-08-20 10.14+ Severance Agreement between BioAtla, LLC and Jay Short, dated July 1, 2018 S-1/A 333-250093 10.13 12-08-20 10.15+ Offer Letter between BioAtla, LLC and Scott Smith, dated August 2, 2018 S-1/A 333-250093 10.14 12-08-20 10.16+ Letter Agreement between BioAtla, LLC and Scott Smith, dated August 3, 2018 S-1/A 333-250093 10.15 12-08-20 10.17+ Severance Agreement between BioAtla, LLC and Scott Smith, dated August 20, 2018 S-1/A 333-250093 10.16 12-08-20 10.18+ Severance Agreement between BioAtla, LLC and Carolyn Short, as amended by the Amended Severance Agreement between BioAtla, LLC and Carolyn Short, dated April 1, 2020 S-1/A 333-250093 10.17 12-08-20 10.19+ Form of Indemnification Agreement between the Registrant and each of its executive officers S-1/A 333-250093 10.18 12-08-20 177 Table of Contents Exhibit Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Filed/Furnished Herewith 10.20 Lease Agreement with HCP Torreyana, LLC, dated June 2, 2017, as amended by First Amendment to Lease, dated January 16, 2019 S-1/A 333-250093 10.19 12-08-20 10.21 Payment Protection Program Promissory Note dated April 22, 2020, by and between BioAtla, LLC and City National Bank. S-1 333-250093 10.20 11-13-2020 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included on signature page) X 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2† Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1† Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. X † Furnished and not filed. + Indicates management contract or compensatory plan. * Portions of this exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. 178 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BioAtla, Inc. Date: March 24, 2021 By: /s/ Jay M. Short, Ph.D. Jay M. Short, Ph.D. Chief Executive Officer (Principal Executive Officer and Authorized Signatory) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay M. Short, Ph.D. and Richard A. Waldron as his or her true and lawful attorneys-in-fact, and each of them, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, and either of them, or his or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Jay M. Short, Ph.D. Jay M. Short, Ph.D. Chief Executive Officer and Director (Principal Executive Officer) March 24, 2021 /s/ Richard A. Waldron Richard A. Waldron Chief Financial Officer (Principal Financial and Accounting Officer) March 24, 2021 /s/ Scott Smith Scott Smith President and Director March 24, 2021 /s/ Priyanka Belawat, Ph.D. Priyanka Belawat, Ph.D. Director March 24, 2021 /s/ Guy Levy Guy Levy Director March 24, 2021 /s/ Lawrence Steinman Lawrence Steinman Director March 24, 2021 /s/ Mary Ann Gray, Ph.D. Mary Ann Gray, Ph.D. Director March 24, 2021 /s/ Susan Moran, M.D. Susan Moran, M.D. Director March 24, 2021 179