What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-28 · 339 added, 195 removed, 891 unchanged (37% of the section changed)

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Market Information

Shares of our common stock began trading on the Nasdaq Global Market on December 16, 2020 under the symbol “BCAB.” Prior to that time, there was no public market for shares of our common stock.

Shares of our common stock have been trading on The Nasdaq Capital Market since September 2025 under the symbol “BCAB.” Prior to that time, shares of our common stock traded on The Nasdaq Global Market since December 16, 2020 under the symbol “BCAB.” Prior to that time, there was no public market for shares of our common stock.

Holders of Record

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

You should read the following discussion and analysis together with our financial statements and related notes included in “Item 8.

You should read the following discussion and analysis together with our consolidated financial statements and related notes included in “Item 8.

Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

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Our approach is to identify the necessary targeting and potency required for cancer cell destruction, while aiming to eliminate or greatly reduce on-target, off-tumor toxicity—one of the fundamental challenges of existing cancer therapies.

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.

We are a United States-based company with facilities in San Diego, California.

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.

On March 2, 2026, we announced that our Board of Directors initiated a formal process to explore and evaluate strategic options to maximize shareholder value, including the sale of preclinical and clinical assets, licensing transactions, strategic partnerships or other corporate transactions.

There can be no assurance that this process will result in any agreements or transactions.

We do not intend to provide updates until our Board of Directors approves a specific action or otherwise determines whether disclosure is appropriate or required.

In connection with the evaluation of strategic options, we also implemented a reduction in force and other cost-containment measures intended to better align resources with our near-term priorities.

In order to continue to preserve capital during this period, we are re-evaluating the timing and scope of our clinical development programs, including the appropriate timeline and pacing of additional enrollment in the Phase 1 study of BA3182 (CAB-EpCAM x CAB-CD3) and the timeline to commence a Phase 3 study for ozuriftamab vedotin (BA3021) (CAB-ROR2-ADC) in 2L+ oropharyngeal squamous cell carcinoma (OPSCC).

While we remain focused on conducting the ongoing Phase 1 study and are committed to our clinical development programs, there can be no assurances that clinical development of our programs will not be limited or delayed pending the outcome of the strategic process.

We have incurred significant losses to date.

Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current and future product candidates.

Our net losses were $69.8 million and $123.5 million for the years ended December 31, 2024 and 2023, respectively.

Our net loss was $59.6 million and $69.8 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, we had an accumulated deficit of $545.6 million.

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 conducting clinical trials and the regulatory approval process for our product candidates, as well as identifying and designing product candidates and conducting preclinical studies.

During the year ended December 31, 2025, we implemented certain initiatives to lower cost and extend our cash runway, including a restructuring in March 2025 that included a 30% workforce reduction, and a reduction in our lease footprint by almost half in June 2025.

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.

We expect research and development expenses to decrease in the near term as we complete our Phase 2 trials for certain indications and as a result of the March 2026 workforce reduction, cost containment measures and capital preservation initiatives discussed above.

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.

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We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.

Because of the numerous risks and uncertainties associated with product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability.

Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to raise capital, maintain our research and development efforts, expand our business or continue our operations at planned levels, and as a result we may be forced to substantially reduce or terminate our operations.

As of December 31, 2025, our cash and cash equivalents totaled approximately $7.1 million.

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.

Accordingly, based on our current operating plan, and along with our history of operating losses, our current cash and cash equivalents are not sufficient to fund our ongoing operations for a period of at least twelve months from the date the consolidated 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

To date, we have not generated any revenue from the sale of products and do not expect to generate meaningful revenue in the near future.

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 revenue from our legacy service contracts during the years ended December 31, 2024 and 2023, respectively.

We have 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 9 to our consolidated financial statements).

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

In November 2025, we received the first $2.0 million milestone payment under the license agreement with Context (the “Context License Agreement”).

In addition, Context is funding supplementary preclinical research performed by us to support their pre-IND process, where Context has publicly indicated that the IND filing will be completed in the second quarter of 2026.

We recognized revenue of $2.0 million and $11.0 million related to the licensing agreement with Context during the years ended December 31, 2025 and 2024, 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 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.

We expect our research and development expenses to decrease in the near term as we complete certain of our Phase 2 clinical trials and focus development on our Phase 1 clinical trial of BA3182 (CAB-EpCAM x CAB-CD3) and as a result of the March 2026 workforce reduction, cost containment measures and capital preservation initiatives discussed above.

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

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Interest income consists primarily of interest earned on our cash and cash equivalent balances.

Gain on Warrant Liability

Gain on warrant liability relates to the changes in the fair value of our liability-classified warrants to purchase common stock.

Loss on PPAs Liability

Loss on PPAs liability relates to the changes in the fair value of our liability-classified PPAs (as defined below).

Other Expense

Other expense consists of miscellaneous income and expense unrelated to our core operations.

Results of Operations

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Loss from operations

Other income:

Interest income

Gain (loss) on warrant liability

Other income (expense):

Total other income

Net loss and comprehensive loss

Interest income

Gain on warrant liability

Loss on PPAs liability

Other expense

Total other income (expense)

Consolidated 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.

Collaboration and other revenue was $2.0 million and $11.0 million during the years ended December 31, 2025 and 2024, respectively, and consisted of revenue recognized under the Context License Agreement.

See Note 9 to our consolidated financial statements for further details regarding collaboration and licensing agreements.

Research and development expense

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Research and development expenses were $43.6 million and $63.1 million for the years ended December 31, 2025 and 2024, respectively.

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.

The decrease of approximately $19.5 million was primarily driven by a $13.1 million decrease in program development costs which was primarily due to a $12.7 million decrease in development costs for certain of our clinical stage programs due to lower enrollment and lower overall expense as we complete Phase 2 clinical trials for mecbotamab vedotin, ozuriftamab vedotin and evalstotug, a $3.1 million decrease in other program expense due to a $1.7 million decrease in related party expense primarily incurred in connection with the Context License Agreement and a $1.4 million decrease in development cost for our pre-clinical programs, offset by a $2.8 million increase in development costs for our ongoing Phase 1 trial for our EpCAM program.

The remaining decrease in research and development expense is due to a $3.9 million decrease in personnel related expense primarily due to goal achievement for the annual employee incentive bonus falling below the threshold for payment in 2025 and lower headcount including our March 2025 reduction in force, a $2.0 million decrease in stock-based compensation related to awards issued under our 2020 Equity Incentive Plan, and a $0.5 million decrease in facilities and other allocated expense.

General and administrative expense

General and administrative expenses were $17.7 million and $21.8 million for the years ended December 31, 2025 and 2024, respectively.

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.

The decrease of approximately $4.1 million was primarily driven by a $1.9 million decrease in personnel related expense related expenses primarily due to goal achievement for the annual employee incentive bonus falling below the threshold for payment in 2025 and lower headcount including our March 2025 reduction in force, a $1.5 million decrease in stock-based compensation related to awards issued under our 2020 Equity Incentive Plan, a $0.3 million decrease in consulting and professional fees related to closing of the Context License Agreement, and a $0.3 million decrease in insurance primarily due to lower D&O insurance premiums.

Interest income

Interest income was $0.8 million and $3.4 million for the years ended December 31, 2025 and 2024, respectively.

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.

The decrease of $2.5 million was primarily due to lower cash and cash equivalents compared to the same period in 2024.

Gain on warrant liability

Gain on warrant liability was $0.3 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.

The decrease of $0.5 million was due to the change in fair value of the warrants we issued in December 2024.

Loss on PPAs liability

Loss on PPAs liability was $0.4 million for the year ended December 31, 2025 compared to zero for the year ended December 31, 2024.

The loss of $0.4 million was due to the change in fair value of the PPAs liability in connection with the PPAs (as defined below) entered into in November 2025.

Other expense

Other expense was $1.0 million and $0.01 million for the year ended December 31, 2025 and 2024, respectively.

The increase in expense of $1.0 million was due to transaction costs related to our PPAs and SEPA (as defined below) entered into in November 2025.

Liquidity and Capital Resources

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As of December 31, 2025, we had cash and cash equivalents of $7.1 million.

In January 2023, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) acting as sales agent 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 will pay Jefferies a commission of 3.0% of the aggregate gross proceeds the Company receives from all sales of the Company’s common stock under the Sales Agreement.

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.

In November 2025, we entered into Pre-Paid Advance Agreements (the “PPAs”) with each of YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”), Anson Investments Master Fund LP and Anson East Master Fund LP (collectively, the “Investors”).

Pursuant to the PPAs, the Investors agreed to advance to us $7.5 million (the “Pre-Paid Advance”).

The Pre-Paid Advance was purchased by the Investors at 95% of the face amount of the Pre-Paid Advance for gross proceeds of approximately $7.13 million.

The Pre-Paid Advance may be repaid in cash or, at each Investor’s option and from time to time, converted into shares (the “PPA Shares”) of our common stock.

The Pre-Paid Advance will accrue interest at an annual rate of 4%, subject to an increase upon the occurrence and continuance of events of default as described in the PPA.

The outstanding balance of the Pre-Paid Advance, plus any accrued and unpaid interest, is due and payable on the 12-month anniversary of the closing date, unless otherwise agreed by the parties.

We may, at our option, prepay all or part of the outstanding Pre-Paid Advance, plus a 10% payment premium and any accrued and unpaid interest, by delivering a written notice to the applicable Investor, subject to certain conditions.

As of March 2026, the entire balance of the Pre-Paid Advance has been converted into PPA Shares and no amounts remain outstanding under the PPAs.

In November 2025, we also entered into the Standby Equity Purchase Agreement (the “SEPA” and together with the PPAs, the “Agreements”) with Yorkville pursuant to which we have the right to sell to Yorkville up to $15.0 million of shares of common stock (the “Commitment Amount”), subject to certain limitations and conditions set forth in the SEPA, during the 36 months beginning November 20, 2025 (such shares, the “SEPA Shares”).

Sales of the SEPA Shares to Yorkville and the timing of any such sales, if elected to be utilized by us at a future date, are at our option, and we are under no obligation to sell any SEPA Shares to Yorkville.

As consideration for Yorkville’s commitment to purchase the SEPA Shares, we agreed to pay to Yorkville a commitment fee equal to 2.00% of the Commitment Amount, or $300,000, which was satisfied by the issuance to Yorkville of an aggregate of 243,428 shares of common stock (the “Commitment Shares”) based on the price per share equal to the VWAP of the common stock on the trading day immediately prior to the Effective Date, or $1.2324.

As of March 31, 2026, 2,404,635 SEPA Shares had been sold under the SEPA, with gross proceeds to the Company totaling approximately $0.4 million.

In December 2024, we 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 us.

The accompanying Warrants became exercisable on June 20, 2025 and will expire five years from the date of initial exercisability.

There were 9,679,158 Warrants outstanding and exercisable at December 31, 2025.

Future Funding Requirements

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

• the timing and outcome of our recently initiated evaluation of strategic options;

• 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;

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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 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.

Based on our current operating plan, our current cash and cash equivalents are not sufficient to fund our ongoing operations for a period of at least twelve months from the date the consolidated 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.

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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.

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 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.

For example, market volatility resulting from a variety of causes, including recent and future government shutdowns, tariffs and trade disputes with other countries, inflation, high interest rates, growing recession risks, supply chain disruptions, and geopolitical tensions and disruptions, including the US and EU sanctions on Russian oil and gas, the ongoing conflict between Russia and Ukraine, the wars between Israel and the terrorist groups Hamas and Hezbollah, the current political situation in Venezuela and escalating conflict and tensions with Iran, 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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Operating activities

Investing activities

Financing activities

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Cash used in operating activities

Net cash used in operating activities for the year ended December 31, 2025 was $48.2 million, which consisted of a consolidated net loss of $59.6 million, offset by a net change of $4.3 million in our net operating assets and liabilities, $6.4 million of non-cash transactions and a $0.7 million adjustment to reclassify issuance costs related to the PPAs announced in November 2025 that were expensed as incurred.

The net change in our operating assets and liabilities was primarily due to an increase in accounts payable and accrued expenses of $2.8 million, an increase in operating lease right-of-use assets and liabilities of $0.3 million, and a decrease in prepaid expenses and other assets of $1.1 million.

The non-cash transactions primarily consisted of $5.4 million of stock-based compensation, $0.4 million related to change in fair value of the PPAs liability, $0.4 million related to depreciation and amortization, $0.3 million related to the commitment fee for the SEPA announced in November 2025, and a $0.2 million loss on disposal of property and equipment, offset by $0.3 million related to the change in fair value of the warrant liability.

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.

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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.

Cash used in investing activities

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 $6.3 million for the year ended December 31, 2025, which consisted primarily of $7.1 million in net proceeds from the PPAs and $0.1 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan, offset by the payment of financing costs in connection with the December 2024 offering of $0.4 million and $0.5 million in connection with the PPAs.

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 $0.3 million, partially offset by payment of taxes related to the net settlement of equity awards of $46 thousand.

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.

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

The preparation of these consolidated 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 consolidated 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.

While our significant accounting policies are described in the Note 1 to our financial statements included elsewhere in this Annual Report on Form 10-K, we believe that the following critical accounting policies are most important to understanding and evaluating our reported financial results.

While our significant accounting policies are described in the Note 1 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we believe that the following critical accounting policies are most important to understanding and evaluating our reported financial results.

Accrued Expenses

As part of the process of preparing our financial statements, we accrue expenses as of each balance sheet date.

As part of the process of preparing our consolidated financial statements, we accrue expenses as of each balance sheet date.

This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost.

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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.

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.

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Recent Accounting Pronouncements

See Note 1 to the audited financial statements included in Item 8 of this Annual Report on Form 10-K.

See Note 1 to the audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

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BioAtla, Inc.

Index to financial statements

Index to consolidated financial statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Indepe ndent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of BioAtla, Inc.

(the Company) as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with U.S.

We have audited the accompanying consolidated balance sheets of BioAtla, Inc.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

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.

The accompanying consolidated 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.

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

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrual of Clinical Trial Expenses

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BioAtla, Inc.

B alance Sheets

(in thousands, except share amounts)

Consolidated B alance Sheets

(in thousands, except par value and share amounts)

Current assets:

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Operating lease right-of-use-asset, net

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

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Operating lease liabilities

PPAs liability

Total current liabilities

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Commitments and contingencies (Note 6)

Stockholders' equity:

Stockholders’ equity (deficit):

Preferred stock, $ 0.0001 par value;

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Accumulated deficit

Total stockholders' equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

See accompanying notes.

BioAtla, Inc.

St atements of Operations and Comprehensive Loss

Consolidated St atements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

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Operating expenses:

Research and development expense

Research and development expense (includes related party amounts of $ 300 and $ 2,150 for the years ended December 31, 2025 and 2024, respectively)

General and administrative expense

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Loss from operations

Other income:

Interest income

Gain (loss) on warrant liability

Other income (expense):

Total other income

Net loss and comprehensive loss

Interest income

Gain on warrant liability

Loss on PPAs liability

Other expense

Total other income (expense)

Consolidated net loss and comprehensive loss

Net loss per common share, basic and diluted

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BioAtla, Inc.

Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

stockholders’

equity (deficit)

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

Balance at December 31, 2024

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 commitment fee under SEPA

Issuance of common stock under PPAs

Taxes related to net share settlement of equity awards

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BioAtla, Inc.

Sta tements of Cash Flows

Consolidated Sta tements of Cash Flows

(in thousands)

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Change in fair value of warrant liability

Change in fair value of PPAs liability

Commitment fee under SEPA

Financing costs related to PPAs

Stock-based compensation

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Net cash used in operating activities

Cash flows from investing activities

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities

Proceeds from PPAs

Payment of financing costs related to issuance of common stock, PPAs and SEPA

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

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Supplemental disclosure of non-cash investing and financing activities

Increase in right-of-use assets and operating lease liabilities resulting from contract modification

PPAs related costs included in accounts payable and accrued expense

Fair value of common stock issued in satisfaction of PPAs liability

Equity issuance costs included in accounts payable and accrued expense

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

accrued expenses

See accompanying notes.

BioAtla, Inc.

Notes to F inancial Statements

Notes to Consolidated F inancial Statements

Organization and Summary of Significant Accounting Policies

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Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

BioAtla, Inc.

is a single legal entity with no consolidated variable interest entities ("VIEs") or subsidiaries (see Note 8).

is a single legal entity with one consolidated variable interest entity (“VIE”), BA 3021 SPV LLC (see Note 10) .

Liquidity and Going Concern

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

As of December 31, 2025, the Company had an accumulated deficit of $ 545.6 million .

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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 December 31, 2024.

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

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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 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”)

Variable Interest Entities

The Company consolidates entities in which it has a controlling financial interest.

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Use of Estimates

The Company’s financial statements are prepared in accordance with U.S.

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 financial statements and accompanying notes.

The most significant estimates in the Company’s financial statements relate to accruals for research and development costs, equity-based compensation and fair value measurements.

The Company’s consolidated financial statements are prepared in accordance with U.S.

The preparation of the Company’s consolidated 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 consolidated financial statements and accompanying notes.

The most significant estimates in the Company’s consolidated financial statements relate to accruals for research and development costs, equity-based compensation, and fair value measurements related to the Pre-Paid Advance Agreements (the “PPAs”) and SEPA (as defined in Note 8) .

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.

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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, operating lease liabilities, and operating lease liabilities, non current on the Company’s consolidated balance sheets.

The Company does not have any finance leases.

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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).

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

Fair Value Option

Under the ASC 825, Financial Instruments (“ASC 825”) the Company has the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis.

Under the PPAs entered into in November 2025, pre-paid advances having an aggregate principal amount of $ 7.5 million (the “Pre-Paid Advance”) were issued to the Company.

The Company elected the fair value option to account for the Pre-Paid Advance (See Note 4 and Note 7).

The fair value option was elected as management believes fair value measurement better aligns with the instrument’s economic risks and expected settlement outcomes.

This election also eliminates the need to bifurcate the embedded conversion features and account for them separately as derivative instruments.

The Pre-Paid Advance was initially recorded at fair value at issuance, which was determined to be equal to the transaction price of $ 7.15 million.

Issuance costs incurred in connection with the Pre-Paid Advance were expensed as incurred, consistent with the requirements applicable to instruments measured at fair value under ASC 825.

Subsequent to initial recognition, the Company remeasures the Pre-Paid Advance to fair value at each reporting date, with changes in fair value recognized in earnings within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss.

The change in fair value related to accrued interest is presented with the total change in fair value of the Pre-Paid Advance as a single line within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss.

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.

The Company recognizes revenue in a manner that depicts the transfer of control of a product or 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:

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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.

A product or 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.

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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.

To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, non-cash 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 use 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 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.

(i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the most 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.

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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.

The Company expenses incremental costs of obtaining and fulfilling a contract as incurred if the expected amortization period for 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.

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Research and development expenses are charged to expense as incurred.

Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the accompanying balance sheets as prepaid or accrued expenses.

Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the accompanying consolidated balance sheets as prepaid or accrued expenses.

When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs.

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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

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.

The 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.

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.

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Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.

Dilutive common stock equivalents are comprised of RSUs, common stock options outstanding under the Company’s stock option plan, and contingently issuable shares under the BioAtla, Inc.

Employee Stock Purchase Plan (the “ESPP”).

Dilutive common stock equivalents are comprised of common stock warrants, RSUs, common stock options outstanding under the Company’s stock option plan, contingently issuable shares under the BioAtla, Inc.

Employee Stock Purchase Plan (the “ESPP”), and potential future conversions of the Pre-Paid Advance into common stock (“PPA Shares”).

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):

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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.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date.

Unless otherwise discussed, Accounting Standards Updates (“ASU”) not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s financial statements or disclosures.

In November 2024, the FASB issued Accounting Standards Update 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 consolidated 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 consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, “Interim Reporting (Topic 270):

Narrow Scope Improvements”.

This update will improve the navigability of required interim disclosures and clarify when that guidance is applicable, and will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company will adopt the standard for the interim periods within the year ending December 31, 2028.

The Company is currently evaluating the impact of the adoption on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Standards

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.

The Company adopted ASU 2023-09 in the fourth quarter of 2025.

The Company expanded its income tax disclosures as a result of adopting this new accounting standard.

Balance Sheet Details

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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.

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 year ended December 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 consolidated statements of operations and comprehensive loss.

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

These benefits were fully paid out during the second quarter of 2025, and there is no remaining restructuring liability as of December 31, 2025.

Fair Value Measurements

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

The Company’s financial instruments consist of cash and cash equivalents, pre-paid advances, 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.

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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.

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.

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Cash equivalents

Pre-Paid Advance

As of December 31, 2024

Cash equivalents

No transfers between levels have occurred during the periods presented.

Cash Equivalents

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As of December 31, 2025, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 8), 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:

The significant inputs used in the valuation models to measure the fair value of the warrants are as follows:

Valuation Date

December 31, 2025

December 31, 2024

Common stock price

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Balance at December 31, 2024

Issuance of warrants

Change in fair value of warrant liability

Balance at December 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.

Changes in the fair value of the liability-classified warrants are recognized within the gain on warrant liability, a component of other income (expense) in the consolidated statements of operations and comprehensive loss.

PPAs Liability

As of December 31, 2025, Level 3 liabilities include the Pre-Paid Advance issued to the Company in November 2025 (as further described in Note 7), for which the Company elected the fair value option.

The Pre-Paid Advance is classified within Level 3 of the fair value hierarchy as the fair value is derived using a Monte Carlo simulation model in a risk neutral framework, which uses significant unobservable inputs.

The significant assumptions used in the valuation model include volatility, expected term, risk-free rates, and credit-adjusted discount rates.

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2025 (in thousands):

PPAs Liability

Balance at December 31, 2024

Issuance of Pre-Paid Advance

Partial conversion of Pre-Paid Advance into common stock

Change in fair value of PPAs liability

Balance at December 31, 2025

Changes in the fair value of the Pre-Paid Advance are recognized within the loss on PPAs liability, a component of other income (expense) on the consolidated statements of operations and comprehensive loss.

The Company has a single operating lease for its corporate headquarters and laboratory space in San Diego, California.

The lease expires in July 2025 and the Company has an option to extend the term of the lease for an additional five years .

Additionally, the lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs.

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

In June 2025, the Company entered into an amendment to the lease which reduced the leased space and extended the lease term for the remaining space through November 2030.

Pursuant to the amended lease, the Company also has a one-time option to extend the lease term by an additional three years.

The amended lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs.

Under the relevant guidance, the Company reassessed the lease classification and remeasured the lease liability as of the effective date of modification and recognized a lease liability and ROU asset of approximately $ 6.0 million on the Company’s consolidated balance sheets.

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

Years ended December 31,

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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 year ended December 31, 2024.

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

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

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The Company is not currently a party to any legal proceedings the outcome of which the Company believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition.

Pre-Paid Advance

In November 2025, the Company closed on the PPAs with YA II PN, Ltd.

(“Yorkville”), Anson Investments Master Fund LP and Anson East Master Fund LP (collectively, the “Anson Funds” and together with Yorkville, the “Investors”).

Pursuant to the PPAs, the Investors agreed to provide the Company with the Pre-Paid Advance consisting of an aggregate principal amount of $ 7.5 million, at a purchase price equal to 95 % of the face amount.

The purchase resulted in gross proceeds to the Company of $ 7.13 million.

The Pre-Paid Advance matures on November 21, 2026 , and accrues interest at 4 % per annum, subject to an increase to 18 % upon certain Events of Default (as defined in the PPAs).

The Company may, at its option, on any date the VWAP of the Company’s common stock is less than the Fixed Price, prepay all or part of the outstanding Pre-Paid Advance, plus a 10 % premium and any accrued and unpaid interest.

The Pre-Paid Advance may be repaid in cash or, at each Investor’s option via written notice (each, a “Purchase Notice”), converted into shares of the Company’s common stock at a purchase price per share equal to the lower of (a) $ 1.39 (the “Fixed Price”) and (b) 95 % of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock for the seven trading days preceding the Purchase Notice (such price, the “Market Price”), at all times subject to a floor of $ 0.23 (the “Floor Price”).

The Investors may also elect to use the Fixed Price in any Purchase Notice even if it is greater or less than the Market Price.

The issuance of shares under the PPAs is subject to further limitations and conditions, including that the shares of common stock beneficially owned by each Investor and its affiliates at any one time will not exceed 4.99 % of the then-outstanding shares of the Company’s common stock.

Pursuant to the rules of The Nasdaq Capital Market, the total aggregate number of shares issuable under the terms of the PPAs and the SEPA (as defined in Note 8) was initially limited to a number equivalent to 19.99 % of the outstanding shares of the common stock as of November 17, 2025 (the “Exchange Cap”).

On December 30, 2025, the Company’s stockholders’ approved the issuance of shares under the PPAs and the SEPA in excess of the Exchange Cap.

In the event certain events occur, including (i) the failure to maintain a closing stock price greater than the Floor Price for any five of seven consecutive trading days, (ii) any of the shares to be issued pursuant to the PPAs are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading days or (iii) the Company has issued substantially all of the shares available under the Exchange Cap (as defined below) (the date on which any event described in (i) through (iii) occurs, the “Amortization Event Date”), the Company will be required to make monthly cash payments equal to the lesser of 18% of each Investor’s respective initial Pre-Paid Advance amount, or the outstanding principal balance of such Pre-Paid Advance on the Amortization Event Date, plus a 10% payment premium and any accrued and unpaid interest.

Such payments will continue until either all amounts outstanding under the Pre-Paid Advance are paid in full or certain cure conditions have been met.

As a result of the Company’s election to account for the Pre-Paid Advance under the fair value option in ASC 825, the Pre-Paid Advance was initially recorded at fair value at issuance and is remeasured to fair value at each reporting date, with changes in fair value recognized in earnings within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss.

The Company estimates the fair value of the Pre-Paid Advance using the Monte Carlo simulation model, which uses significant unobservable inputs (Level 3).

See Note 4 for significant assumptions used in determining the fair value.

The Company incurred issuance costs of $ 0.7 million, which were expensed as incurred, as required under the fair value option, and such costs are presented within other income (expense) on the consolidated statements of operations and comprehensive loss.

From the issuance date to December 31, 2025, the Company issued common stock to the Investors in settlement of approximately $ 3.1 million in principal and accrued interest under the Pre-Paid Advance.

The remaining principal and accrued interest under the Pre-Paid Advance has been converted into common stock as of March 2026 (refer to Note 14).

As of December 31, 2025, the outstanding principal balance of the Pre‑Paid Advance was $ 4.5 million .

The Pre-Paid Advance had a fair value of $ 4.1 million as of that date and is classified as a current obligation in the accompanying consolidated balance sheets.

Stockholders’ Equity

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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.

Open Market Sale Agreement

In January 2023, BioAtla, Inc.

(the “Company”) entered into an open market sale agreement under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock, par value $ 0.0001 per share, with aggregate gross sales proceeds of up to $ 100,000,000 through an “at the market” equity offering program under which Jefferies LLC will act as sales agent.

No shares have been sold under the agreement to date.

November 2025 Standby Equity Purchase Agreement

In November 2025, in connection with the entry into the PPAs (as defined in Note 1), the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville pursuant to which the Company has the right to sell to Yorkville up to $ 15.0 million of shares of common stock (the “Commitment Amount”, and such shares, the “SEPA Shares”), over a 36-month period.

Sales of SEPA Shares to Yorkville and the timing of any such sales are at the Company’s option, and the Company is under no obligation to sell such shares to Yorkville.

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the effective date or (ii) the date on which Yorkville has purchased SEPA Shares equal to the Commitment Amount.

The Company has the right to terminate the SEPA at no cost or penalty with five trading days’ written notice.

The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

Each advance (each, a “SEPA Advance”) the Company requests from Yorkville may be for a number of SEPA Shares up to 100 % of the average daily trading volume of the Company’s common stock on The Nasdaq Capital Market during the five trading days immediately prior to the date of the Company’s request.

The SEPA Shares delivered by the Company will be purchased by Yorkville at a price equal to 97 % of the lowest daily VWAP of the Company’s common stock during the three trading days prior to the request, subject to a minimum price that may be specified in the Company’s request.

The Company may not request a SEPA Advance until all amounts outstanding under the Pre-Paid Advance (as defined in Note 1) have been repaid in full, unless an Amortization Event (as defined in Note 7) has occurred and is continuing, provided that all proceeds from any such SEPA Advance are used to repay the obligations outstanding under the Pre-Paid Advance.

The issuance of shares under the SEPA is subject to further limitations and conditions, including that the shares of common stock beneficially owned by each Investor and its affiliates at any one time will not exceed 4.99 % of the then-outstanding shares of the Company’s common stock.

Pursuant to the rules of The Nasdaq Capital Market, the total aggregate number of shares issuable under the terms of the PPAs (as defined in Note 7) and the SEPA was initially limited to a number equivalent to 19.99 % of the outstanding shares of the common stock as of

November 17, 2025 (the “Exchange Cap”).

On December 30, 2025, the Company’s stockholders approved the issuance of shares under the PPAs and the SEPA in excess of the Exchange Cap.

As consideration for Yorkville’s commitment to purchase SEPA Shares, the Company paid Yorkville a cash structuring fee and issued 243,428 shares of common stock to Yorkville.

Such fees, totaling approximately $ 0.3 million, were expensed as incurred and are presented as a component of other income (expense) on the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2025, no SEPA Shares were sold under the SEPA.

December 2024 Offering and Warrant Issuance

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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.

As discussed in Note 4, the Company recorded a liability at fair value related to the issuance of the Warrants, with changes in fair value each reporting period recognized as a component of other income (loss) in the Company’s consolidated statements of operations and comprehensive loss.

The accompanying Warrants became exercisable on June 20, 2025 and will expire five years from the date of initial exercisability.

There were 9,679,158 Warrants outstanding and exercisable at December 31, 2025.

2020 Equity Incentive Plan

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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, 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 recognized for all equity awards under the 2020 Plan has been reported in the statements of operations and comprehensive loss as follows (in thousands):

Stock-based compensation expense recognized for all equity awards under the 2020 Plan has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):

Years ended December 31,

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Restricted Stock Units

In December 2022, the Company’s board of directors approved an amendment to the Director Compensation Policy, which allows each director to elect to receive their quarterly director fees in the form of restricted stock in lieu of cash.

Two board members elected to receive shares of restricted stock in lieu of cash.

For the twelve months ended December 31, 2023, the Company issued 45,290 shares of fully vested restricted stock to the two board members.

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:

Outstanding at December 31, 2022

The following table summarizes RSU activity under the 2020 Plan for the year ended December 31, 2025:

Outstanding at December 31, 2024

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Stock Options

The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2024 and 2023 (in thousands, except share and per option data and years):

Balance at December 31, 2022

The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2025:

(in thousands)

Balance at December 31, 2024

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The weighted- average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 0.51 per share and $ 2.04 per share, respectively.

The total fair

value of options vested during the years ended December 31, 2024 and 2023 was $ 9.7 million and $ 6.7 million, respectively.

The total fair value of options vested during the years ended December 31, 2025 and 2024 was $ 4.3 million and $ 9.7 million , respectively.

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

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

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

As of December 31, 2025 and 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) .

During the years ended December 31, 2024 and 2023 , the Company issued 265,412 and 165,550 shares of common stock under the ESPP, respectively.

The Company issued 256,831 and 265,412 shares of common stock under the ESPP during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, 2,189,334 shares of common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the twelve months ended December 31, 2024 and 2023 was $ 0.2 million, respectively.

Stock-based compensation expense related to the ESPP for the twelve months ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.2 million , respectively.

Common Stock Reserved for Future Issuance

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Awards available for future issuance under the ESPP

Shares available for future conversions of PPAs

Total common stock reserved for future issuance

Collaboration, License and Option Agreements

Global Co-Development and Collaboration Agreement with BeiGene

In April 2019, the Company entered into a Global Co-Development and Collaboration agreement (the “BeiGene Collaboration”) with BeiGene, Ltd.

and BeiGene Switzerland GmbH (collectively “BeiGene”), for the development, manufacturing and commercialization of the Company’s investigational CAB CTLA-4 antibody (evalstotug, BA3071).

The BeiGene Collaboration was amended several times between 2019 and 2021 and the Company received a total of $ 25.0 million in non-refundable payments from BeiGene during that time.

In November 2021, the BeiGene Collaboration was terminated, subject to survival of certain provisions, and BeiGene handed back rights to know-how and materials received under the amended BeiGene Collaboration.

Global Co-Development and Collaboration Agreement with BeOne Medicines

In April 2019, the Company entered into a Global Co-Development and Collaboration agreement (the “BeOne Collaboration”) with BeOne Medicines Ltd., formerly BeiGene Ltd.

(“BeOne”), for the development, manufacturing and commercialization of evalstotug (BA3071).

The BeOne Collaboration was amended several times between 2019 and 2021 and the Company received a total of $ 25.0 million in non-refundable payments from BeOne during that time.

In November 2021, the BeOne Collaboration was terminated, subject to survival of certain provisions, and BeOne handed back rights to know-how and materials received under the amended BeOne Collaboration.

As a result, the Company is responsible for the global development and commercialization of evalstotug.

As consideration for this amendment, the Company agreed to pay BeiGene mid-single digit royalties on

sales worldwide and on a limited basis will share in any upfront and milestone payments received through a sublicense of evalstotug.

The Company reclassified its then remaining $ 19.8 million of deferred revenue as a long-term liability which is expected to settle as licensing payments are made to BeiGene in accordance with the resulting amendment.

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

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene for the years ended December 31, 2024 and 2023 .

As consideration for this amendment, the Company agreed to pay BeOne 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 BeOne in accordance with the resulting amendment.

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

The Company did no t recognize any revenue related to the collaboration agreement with BeOne during the years ended December 31, 2025 and 2024.

The Company had a $ 19.8 million liability to licensor as of December 31, 2025 and 2024.

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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.

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

There was no impact to the Company's financial results for the years ended December 31, 2025 or 2024 as a result of this agreement.

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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.

In accordance with Topic 606, the Company determined the transaction price of the agreement is limited to the up-front payment received, and excluded the variable consideration of development and sale milestone payments and royalties as they are fully constrained.

As part of the Company’s evaluation of the milestone constraints, the Company determined the achievement of such milestones are contingent upon success in future developments, regulatory approvals and commercial activities, which are not within its control and are uncertain at this stage.

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

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.

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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.

In November 2025, the Company received the first $ 2.0 million milestone payment under the Context License Agreement for progress with their CAB-Nectin-4 x CD3 TCE.

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

The Company recognized $ 2.0 million and $ 11.0 million of revenue related to the Context License Agreement for the years ended December 31, 2025 and 2024, respectively , included in Collaboration and Other Revenue.

Related Party Transactions

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with the power to direct activities of a VIE that most significantly impact the VIE’s economic performance, such as decision-making power over the direction of its development efforts or the search for or terms of any future financing arrangements.

The Company does no t have any assets or liabilities recorded at December 31, 2024 associated with its variable interest in Himalaya Therapeutics SEZC, and has no exposure to Himalaya Therapeutics SEZC losses.

The Company does no t have any assets or liabilities recorded at December 31, 2025 and 2024 associated with its variable interest in Himalaya Therapeutics SEZC, and has no exposure to Himalaya Therapeutics SEZC losses.

Himalaya Therapeutics SEZC is a related party as Dr.

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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.

Under the Clinical Trial Services Agreement, BioAtla paid Himalaya for 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

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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.

For the year ended December 31, 2025 , the Company recognized $ 0.3 million related to the transactions with Himalaya, compared to $ 2.2 million for the year ended December 31, 2024.

The Company did not have any amounts due from or due to Himalaya as of December 31, 2025 or 2024.

Himalaya Parent LLC

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

BA 3021 SPV, LLC

BA 3021 SPV LLC, a Delaware limited liability company (the “SPV”), was incorporated in December 2025.

However, the Company has not yet completed the legal steps required to form the new entity as a wholly owned subsidiary, and the new entity has not issued any common units or finalized its limited liability company agreement as of December 31, 2025.

The Company determined that BioAtla is the primary beneficiary of the SPV as of December 31, 2025.

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

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federal statutory income tax rate to the Company’s income tax expense is as follows (in thousands):

Years Ended December 31,

December 31, 2025

Tax computed at the federal statutory rate

State and local income taxes, net of federal income tax effect (1)

Research and development credit

Orphan drug credit

Change in valuation allowance

Non-taxable or nondeductible items:

Permanent items

Equity compensation

Nondeductible officer’s compensation

Changes in unrecognized tax benefits

Provision for income taxes

(1) The state that contributes to the majority (greater than 50%) of the tax effect in this category was California for year ending December 31, 2025 .

As previously disclosed prior to the adoption of ASU 2023-09, a reconciliation of the income tax expense computed at the U.S.

federal statutory income tax rate to the Company's income tax expense is as follows (in thousands):

December 31, 2024

Tax computed at the federal statutory rate

State income taxes, net of federal tax benefit

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Income tax expense

For the year ended December 31, 2025 , the Company’s loss was entirely domestic.

No current or deferred income tax expense was incurred and no cash income taxes were paid during the year ended December 31, 2025.

The Company’s net deferred tax assets (liabilities) are as follows (in thousands):

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Stock-based compensation

Deferred gain

Gross deferred tax assets

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At December 31, 2025 , the Company had federal and state net operating loss carryforwards of approximately $ 244.4 million and $ 2.2 million, respectively.

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 federal net operating loss and approximately $ 1.1 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 $ 1.1 million will begin to expire in 2042 , unless previously utilized.

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The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

The Company had no accrual for interest or penalties on the Company’s balance sheet and has not recognized interest or penalties in the statements of operations and comprehensive income for the year ended December 31, 2024.

The Company does not anticipate a significant change to its liability for unrecognized tax benefits within the next twelve months.

The Company had no accrual for interest or penalties on the Company’s consolidated balance sheets and has not recognized interest or penalties in the consolidated statements of operations and comprehensive income for the year ended December 31, 2025.

The Company is subject to taxation in the United States and various state jurisdictions.

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The Company is not currently under examination by any jurisdiction.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law.

The Act reinstates and makes permanent 100% first-year bonus depreciation under Section 168(k) for qualified property acquired and placed in service after January 19, 2025.

Additionally, the Act permanently allows immediate expensing of domestic research and experimentation expenditures under Section 174 for tax years beginning after December 31, 2024.

The Company has reflected the effects of the Act in its income tax provision in accordance with ASC 740 and there was no material impact.

Segment Information

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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 measure of segment assets is reported on the consolidated 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 consolidated 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:

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Subsequent Events

The Company has completed an evaluation of all subsequent events through March 27, 2025 for the financial statements as of and for the year ended December 31, 2024 to ensure these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements.

Except as described below or elsewhere in these financial statements, the Company has concluded that no subsequent event has occurred that requires disclosure.

The Company has completed an evaluation of all subsequent events through March 31, 2026 for the consolidated financial statements as of and for the year ended December 31, 2025 to ensure these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements.

Except as described below or elsewhere in these consolidated financial statements, the Company has concluded that no subsequent event has occurred that requires disclosure.

Pre-Paid Advance

The outstanding principal balance of $ 4.5 million as of December 31, 2025 under the Pre-Paid Advance was fully converted into common stock subsequent to the balance sheet date.

As of March 31, 2026, 2,404,635 SEPA shares had been sold under the SEPA, with gross proceeds to the Company totaling approximately $ 0.4 million.

Restructuring

On March 2, 2026, the Company announced that it has initiated a formal process to explore and evaluate strategic options to maximize shareholder value, including sale of preclinical and clinical assets, licensing transactions, strategic partnerships or other corporate transactions.

In connection with the evaluation of strategic alternatives, the Company is implementing a restructuring plan that includes a workforce reduction of approximately 70 %.

Merger and Related Share Consolidation

On March 23, 2026, the Company’s stockholders approved the Agreement and Plan of Merger, as amended from time to time, including pursuant to Amendment No.

1 to Agreement and Plan of Merger, pursuant to which (i) a wholly owned subsidiary (the “Merger Sub”) of the Company will merge with and into the Company, with the Company surviving (the “Merger”), and (ii) every fifty (50) shares of common stock of the Company issued and outstanding, or held as treasury stock, will be converted into one (1) share of common stock of the surviving corporation, which shall be the Company (the “Share Consolidation”).

The Share Consolidation will not change the number of authorized shares of common stock.

Common stock share and per share data, and exercise price data for applicable common stock equivalents, included in these financial statements have not been retroactively adjusted to reflect the Share Consolidation as the Merger has not yet been consummated.

The Company plans to effect the Merger and the Share Consolidation as soon as possible subject to required Nasdaq notice periods.

The effective date of the Merger is expected to be April 6, 2026.

Changes in and Disa greements with Accountants on Accounting and Financial Disclosure

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(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 financial statements or the notes thereto.

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.

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.

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Filed/Furnished Herewith

Agreement and Plan of Merger, dated as of January 30, 2026, by and between BioAtla, Inc.

and Merger Sub.

Amendment No.

1 to Agreement and Plan of Merger, dated as of March 2, 2026, by and between BioAtla, Inc.

and BA Merger Sub, Inc.

Amended and Restated Certificate of Incorporation of BioAtla, Inc.

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

Lease Agreement between BioAtla, Inc.

and HCP Torreyana, LLC, as amended

Master Clinical Trial Collaboration Agreement, dated January 5, 2022, by and between BioAtla, Inc.

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

Form of Pre-Paid Advance Agreement

Standby Equity Purchase Agreement, dated as of November 20, 2025, between BioAtla, Inc.

and YA II PN, Ltd.

Exclusive License Agreement with Inversagen LLC, dated March 15, 2019, as amended by First Amendment to Exclusive License Agreement, dated July 7, 2020

Investment Agreement, dated as of December 30, 2025, by and among BioAtla, Inc., Inversagen AI, LLC and Alliance International Resources Corp.

Form of Retention Bonus Agreement between BioAtla, Inc.

and certain executive officers

Retention Bonus Agreement between BioAtla, Inc.

and Jay Short, effective March 20, 2026

Insider Trading Policy of BioAtla, Inc.

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Indicates management contract or compensatory plan.

Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

Portions of this exhibit have been omitted or redacted in accordance with Item 601(a)(5) or Item 601(b)(10)(iv) of Regulation S-K.

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.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay M.

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.

and Christian Vasquez 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.

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March 31, 2026

/s/ Richard A.

/s/ Christian Vasquez

Christian Vasquez

Chief Financial Officer

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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