What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-13 · 215 added, 189 removed, 288 unchanged (58% of the section changed)

1 unchanged sentence

BioAtla, Inc.

Condensed Balance Sheets

Condensed C onsolidated Balance Sheets

(in thousands, except par value and share amounts)

September 30,

Current assets:

6 unchanged sentences

Current liabilities:

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

Accounts payable and accrued expenses

Operating lease liabilities

PPAs liability

Total current liabilities

6 unchanged sentences

Preferred stock, $ 0.0001 par value;

200,000,000 shares authorized at September 30, 2025

200,000,000 shares authorized at March 31, 2026

and December 31, 2025;

0 shares issued and outstanding at September 30, 2025

0 shares issued and outstanding at March 31, 2026

and December 31, 2025

1 unchanged sentence

350,000,000 shares authorized at

September 30, 2025 and December 31, 2024;

March 31, 2026 and December 31, 2025;

1,659,612 and 1,269,286

shares issued and outstanding at September 30, 2025 and December 31, 2024

shares issued and outstanding at March 31, 2026 and December 31, 2025

Class B common stock, $ 0.0001 par value;

15,368,569 shares authorized at

September 30, 2025 and December 31, 2024;

March 31, 2026 and December 31, 2025;

0 shares issued and outstanding at

September 30, 2025 and December 31, 2024

March 31, 2026 and December 31, 2025

Additional paid-in capital

4 unchanged sentences

BioAtla, Inc.

Unaudited Condensed State ments of Operations and Comprehensive Loss

Unaudited Condensed Consolidated State ments of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Collaboration and other revenue

Three Months Ended March 31,

Operating expenses:

Research and development expense (includes related party amounts of $ 0 for the three and nine months ended September 30, 2025 and $ 1,775 and $ 2,025 for the three and nine months ended September 30, 2024, respectively)

Research and development expense

General and administrative expense

1 unchanged sentence

Loss from operations

Other income (loss):

Other income (expense):

Interest income

Loss on warrant liability

Gain on warrant liability

Gain on PPAs liability

Other expense

Total other income (loss)

Net loss and comprehensive loss

Total other income

Consolidated net loss and comprehensive loss

Net loss per common share, basic and diluted

2 unchanged sentences

BioAtla, Inc.

Unaudited Condensed Statements of Stockholders’ Equity (Deficit)

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Stockholders’

Equity (Deficit)

Balance at June 30, 2025

Stock-based compensation expense

Balance at December 31, 2025

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

Issuance of common stock under PPAs

Issuance of common stock under SEPA

Taxes related to net share settlement of equity awards

Balance at September 30, 2025

Three Months Ended September 30, 2024

Stockholders’

Equity (Deficit)

Balance at June 30, 2024

Stock-based compensation expense

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

Taxes related to net share settlement of equity awards

Balance at September 30, 2024

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

Nine Months Ended September 30, 2025

Balance at March 31, 2026

Three Months Ended March 31, 2025

Stockholders’

1 unchanged sentence

Balance at December 31, 2024

Stock-based compensation expense

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

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at September 30, 2025

Nine Months Ended September 30, 2024

Stockholders’

Equity (Deficit)

Balance at December 31, 2023

Stock-based compensation expense

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

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at September 30, 2024

Balance at March 31, 2025

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Cash Flows

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Change in fair value of warrant liability

Change in fair value of PPAs

Stock-based compensation

2 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Right-of-use assets and lease liabilities, net

1 unchanged sentence

Cash flows from financing activities

Payment of financing costs

Proceeds from issuance of common stock under Employee Stock Purchase Plan

Proceeds from issuance of common stock under SEPA

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

Payments for taxes related to net settlement of equity awards

4 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

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

Fair value of common stock issued in satisfaction of PPAs liability

Accrued severance included in accounts payable and accrued expenses

Unpaid deferred financing costs

See accompanying notes.

BioAtla, Inc.

Notes to Unaudited Condensed Financial Statements

Notes to Unaudited Condensed Consolidated Financial Statements

Organization and Summary of Significant Accounting Policies

1 unchanged sentence

(the “Company”).

BioAtla, Inc.

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

The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”).

CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue.

The Company is currently in clinical development of several CAB drug candidates including:

its two lead CAB antibody drug conjugates (“CAB ADC”), mecbotamab vedotin (BA3011), a CAB ADC targeting AXL, and ozuriftamab vedotin (BA3021), a CAB ADC targeting ROR2;

evalstotug (BA3071), a CAB anti-CTLA-4 antibody;

and BA3182 (CAB-EpCAM x CAB-CD3), a CAB bispecific antibody targeting EpCAM.

The Company has developed several CAB drug candidates through Phase 2 clinical trials including:

two CAB antibody drug conjugates (“CAB ADC”), mecbotamab vedotin (BA3011), a CAB ADC targeting AXL, and ozuriftamab vedotin (BA3021), a CAB ADC targeting ROR2;

and evalstotug (BA3071), a CAB anti-CTLA-4 antibody.

The Company has an ongoing Phase 1 trial for BA3182 (CAB-EpCAM x CAB-CD3), a CAB bispecific antibody targeting EpCAM.

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 would 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, would be converted into one (1) share of common stock of the surviving corporation, which would be the Company (the “Share Consolidation”).

The effective date of the Merger and the related Share Consolidation was April 6, 2026.

The Share Consolidation did not change the par value or the number of authorized shares of the Company’s common stock.

The Company’s condensed consolidated financial statements and notes to the condensed consolidated financial statements present the retroactive effect of the Share Consolidation on the Company’s common stock share and per share data, and exercise price data for applicable common stock equivalents, for all periods presented.

Basis of Presentation

The unaudited condensed financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

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

The unaudited condensed consolidated financial statements as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

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

Interim results are not necessarily indicative of results for a full year or future periods.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024 , included in its Annual Report on Form 10-K filed with the SEC on March 28, 2025.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 , included in its Annual Report on Form 10-K filed with the SEC on March 31, 2026.

Liquidity and Going Concern

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

As of September 30, 2025, the Company had an accumulated deficit of $ 535.9 million .

The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources.

If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs.

As of March 31, 2026, the Company had an accumulated deficit of $ 552.0 million .

In November 2025, the Company entered into the 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”), subject to certain limitations and conditions set forth in the SEPA, during the 36 months beginning November 20, 2025 (such shares, the “SEPA Shares”).

As of March 31, 2026, 48,092 SEPA Shares had been sold under the SEPA, with gross proceeds to the Company totaling approximately $ 0.4 million .

Additional sales of the SEPA Shares to Yorkville and the timing of any such sales, if elected to be utilized by the Company at a future date, are at the Company’s option.

On March 2, 2026, the Company announced 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.

The Company plans to continue to fund its losses from operations and capital funding needs through proceeds received through the SEPA, this strategic process, other public or private equity or debt financings, or other sources.

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

In order to continue to preserve capital during this period, the Company is re-evaluating the timing and scope of its clinical development programs.

If the Company is not able to secure adequate additional funding, the Company may be forced to make further reductions in spending, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs or wind down the Company.

Any of these actions could materially harm the Company’s business, results of operations and future prospects.

2 unchanged sentences

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

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

The Company has prepared its condensed 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 condensed 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

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

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE.

VIEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently, (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity and (iii) the legal entity is structured with substantive voting rights.

A VIE is an entity that lacks one or more of the characteristics of a voting interest entity.

The Company has a controlling financial interest in a VIE when the Company has a variable interest or interests that provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether or not it has a controlling financial interest.

Use of Estimates

The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes.

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

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

The most significant estimates in the Company’s condensed consolidated financial statements relate to accruals for research and development costs, equity-based compensation, and fair value measurements related to the Warrant Liability (as defined in Note 4).

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.

11 unchanged sentences

Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis.

The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model.

The Company estimates the fair value of stock option grants and employee stock purchase plan rights

using the Black-Scholes option pricing model.

T he fair value of RSUs is based on the closing sales price of the Company’s common stock on the date of grant.

13 unchanged sentences

The Company does not currently have any short-term leases.

Operating leases are included in operating lease right-of-use assets, and operating lease liabilities 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 condensed consolidated balance sheets.

The Company does not have any finance leases.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of control of a product or service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service.

In doing so, the Company follows a five-step approach:

(i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service.

The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard.

A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration.

To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service.

A performance obligation is defined as a promise to transfer a product or a service to a customer.

The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct.

A product or 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) Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract.

Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition.

If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation.

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer.

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

For each distinct performance obligation, revenue is recognized when the Company transfers control of the product or the service applicable to such performance obligation.

In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation.

In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable.

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

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 Pre-Paid Advance Agreements (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 gain on PPAs liability on the condensed 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 gain on PPAs liability on the condensed consolidated statements of operations and comprehensive loss.

Comprehensive Loss

7 unchanged sentences

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

As of September 30,

As of March 31,

Common stock warrants

2 unchanged sentences

Recent Accounting Pronouncements

There were no new accounting standards that had a material impact on the Company’s financial statements during the nine months ended September 30, 2025.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“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.

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.

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 ASU No.

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

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

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

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

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.

Balance Sheet Details

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

September 30,

Prepaid research and development

2 unchanged sentences

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

September 30,

Furniture, fixtures and office equipment

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

September 30,

Accounts payable

Accrued compensation

Accrued research and development

1 unchanged sentence

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 and $ 0.6 million, during the three and nine months ended September 30, 2025, respectively, of which $ 0.5 million is included in research and development expense and $ 0.1 million is included in general administrative expense for the nine months ended September 30, 2025 in the condensed statements of

operations and comprehensive loss.

In March 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 implemented a restructuring plan that included a workforce reduction of appro ximately 70 %.

The Company recorded restructuring costs of $ 0.5 million during the three months ended March 31, 2026 , of which $ 0.4 million is included in research and development expense and $ 0.1 million is included in general and administrative expense in the condensed 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 September 30, 2025.

The Company made cash payments of $ 0.5 million during t he three months ended March 31, 2026.

The remaining restructuring liability balance as of March 31, 2026 is immaterial and is expected to be paid out during the second quarter of 2026.

Fair Value Measurements

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

As of September 30, 2025

As of March 31, 2026

Cash equivalents

1 unchanged sentence

Cash equivalents

Pre-Paid Advance

No transfers between levels have occurred during the periods presented.

Cash Equivalents

1 unchanged sentence

Warrant Liability

As of September 30, 2025, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 7), which did not meet the criteria for equity classification in accordance with Accounting Standards Codification (“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.

As of March 31, 2026, 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 estimates the fair value of its warrants using significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

2 unchanged sentences

Valuation Date

September 30,

Common stock price

3 unchanged sentences

Dividend yield

The following table presents the changes in the fair value of Level 3 liabilities for the year ended September 30, 2025 (in thousands):

The following table presents the changes in the fair value of Level 3 liabilities for the three months ended March 31, 2026 (in thousands):

Warrant Liability

1 unchanged sentence

Change in fair value of warrant liability

Balance at September 30, 2025

Changes in the fair value of the liability-classified warrants are recognized as a component of other income (loss) in the statement of operations.

No transfers between levels have occurred during the periods presented.

Balance at March 31, 2026

The fair value of the warrant liability as of March 31, 2026 was determined using the contractual exercise price of $ 59.50 .

As further discussed in Note 8, the warrants were subsequently re-priced in April 2026.

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 condensed consolidated statements of operations and comprehensive loss.

PPAs Liability

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

The Pre-Paid Advance was fully converted into shares of the Company’s common stock as of February 2026 under the terms of the agreement and no remaining liability was outstanding as of March 31, 2026.

The Pre-Paid Advance was classified within Level 3 of the fair value hierarchy as the fair value was 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 included 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 three months ended March 31, 2026 (in thousands):

PPAs Liability

Balance at December 31, 2025

Conversion of Pre-Paid Advance into common stock

Change in fair value of PPAs liability

Balance at March 31, 2026

Changes in the fair value of the Pre-Paid Advance are recognized within the gain on PPAs liability, a component of other income (expense) on the condensed 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.

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 the option to re-lease the vacated space and also has a one-time option to extend the lease term by an additional three years .

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 condensed balance sheets.

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

Three Months Ended September 30,

Nine Months Ended September 30,

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

Three Months Ended March 31,

Operating lease expense

2 unchanged sentences

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

The Company did not have any short-term leases or finance leases for the three and nine months ended September 30, 2025 and 2024.

The Company did not have any short-term leases or finance leases for the three months ended March 31, 2026 and 2025.

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

As of September 30,

As of March 31,

Weighted average remaining lease term (in years)

1 unchanged sentence

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for amounts included in the measurement of operating leases

Maturities of operating lease liabilities as of September 30, 2025 were as follows (in thousands):

Three months ending December 31, 2025

Maturities of operating lease liabilities as of March 31, 2026 were as follows (in thousands):

Nine months ending December 31, 2026

Total future lease payments

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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 pre-paid advances having 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 accrued interest at 4 % per annum.

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 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 for the twelve months ended December 31, 2025.

The Pre-Paid Advance was fully converted into shares of the Company’s common stock as of February 2026 under the terms of the agreement.

For the three months ended March 31, 2026, the Company issued common stock to the Investors in settlement of approximately $ 4.5 million in principal and accrued interest under the Pre-Paid Advance.

As of March 31, 2026 , there was no remaining outstanding principal balance of the Pre‑Paid Advance.

Stockholders’ Equity

Merger and Related Share Consolidation

On April 6, 2026, the Company effected the Share Consolidation of its outstanding shares of common stock pursuant to which every 50 shares of issued and outstanding common stock were converted into one share of common stock.

No fractional shares were issued in connection with the Share Consolidation.

Stockholders of record who otherwise were entitled to receive fractional shares received an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder was otherwise entitled multiplied by the closing price of the common stock on The Nasdaq Capital Market on April 6, 2026.

All share and per share

amounts included within these condensed consolidated financial statements have been retrospectively adjusted to reflect the Share Consolidation.

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 the SEPA with Yorkville pursuant to which the Company has the right to sell to Yorkville SEPA Shares to the Commitment Amount, 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 volume weighted average price (“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 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.

As consideration for Yorkville’s commitment to purchase SEPA Shares, the Company paid Yorkville a cash structuring fee and issued 4,868 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 condensed consolidated statements of operations and comprehensive loss.

During three months ended March 31, 2026, 48,092 SEPA Shares were sold under the SEPA, with gross proceeds to the Company totaling approximately $ 0.4 million .

December 2024 Offering and Warrant Issuance

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

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

As discussed in Note 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 unaudited condensed statements of operations and comprehensive loss.

In December 2024, the Company closed on an offering (the “December 2024 Offering”) of 193,581 shares of common stock at a price of $ 47.60 per share with accompanying warrants to purchase up to 193,581 shares of common stock, which initially had an exercise price of $ 59.50 per share (the “Warrants”).

Pursuant to the re-pricing mechanism contained in the Warrants, the exercise price of the Warrants was reduced to $ 4.35 to match the lowest VWAP of our common stock during the eleven (11) trading days commencing five (5) trading days immediately preceding the Share Consolidation and ending five (5) trading days immediately following the Share Consolidation.

As the Share Consolidation and warrant re-pricing occurred after March 31, 2026, the fair value of the warrant liability as of March 31, 2026 was determined using the unadjusted exercise price of $ 59.50 .

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 September 30, 2025.

There were 193,581 Warrants outstanding and exercisable at March 31, 2026.

2020 Equity Incentive Plan

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

As of September 30, 2025 and December 31, 2024 , the total number of common shares authorized for issuance under the 2020 Plan was 12,273,892 and 10,735,431 , respective ly.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4 % of the total number of shares outstanding on the immediately preceding December 31 and such lesser number of shares

determined by the Company’s board of directors.

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

As of March 31, 2026 and December 31, 2025, the total number of common shares authorized for issuance under the 2020 Plan was 276,247 and 245,477 , respectively.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by the number of shares equal to the lesser of 4 % of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors.

The maximum term of the options granted under the 2020 Plan is no more than ten years .

Awards under the 2020 Plan generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months , subject to continuous service.

Stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Awards under the 2020 Plan generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months , subject to continuous service as an employee, non-employee director, or independent contractor.

Stock-based compensation expense recognized for all equity awards under the 2020 Plan for the three months ended March 31, 2026 and 2025 has been reported in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

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Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the nine months ended September 30, 2025:

The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2026:

Weighted - Average

Outstanding at December 31, 2025

Outstanding at September 30, 2025

As of September 30, 2025, total unrecognized stock-based compensation expense for RSUs w as $ 2.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.9 years.

Outstanding at March 31, 2026

As of March 31, 2026, total unrecognized stock-based compensation expense for RSUs was $ 1.7 million , which is expected to be recognized over a remaining weighted-average period of approximately 3.1 years.

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the nine months ended September 30, 2025:

The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2026:

Weighted - Average

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Balance at December 31, 2025

Balance at September 30, 2025

Vested and expected to vest at September 30, 2025

Exercisable at September 30, 2025

As of September 30, 2025 , total unrecognized stock-based compensation cost for unvested common stock options was $ 3.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.31 years.

There were no stock options granted during the nine months ended September 30, 2025.

The total fair value of options vested during the nine months ended September 30, 2025 was $ 3.4 million.

Balance at March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

As of March 31, 2026, total unrecognized stock-based compensation cost for unvested common stock options was $ 1.5 million , which is expected to be recognized over a remaining weighted-average period of approximately 0.9 years.

There were no stock options granted during the three months ended March 31, 2026.

The total fair value of options vested during the three months ended March 31, 2026 was $ 0.5 million .

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

Employee Stock Purchase Plan (“ESPP”)

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

As of September 30, 2025 and December 31, 2024, a total of 3,035,873 shares and 2,281,600 shares, respectively, of common stock were authorized for issuance under the ESPP.

fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

The Company issued 135,472 and 191,020 shares of common stock under the ESPP during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, 2,310,693 shares o f common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and nine months ended September 30, 2025 and 2024 was immaterial.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (the “ESPP”) permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation.

As of March 31, 2026 and December 31, 2025, a total of 77,008 shares and 60,717 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) 18,593 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

The Company did no t issue any shares of common stock under the ESPP during the three months ended

March 31, 2026 and 2025.

As of March 31, 2026, 60,077 shares of common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three months ended March 31, 2026 and 2025 was immaterial.

Common Stock Reserved for Future Issuance

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

September 30,

Warrants for the purchase of common stock

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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

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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 three and nine months ended September 30, 2025 and 2024 .

The Company had a $ 19.8 million liability to licensor as of September 30, 2025 and December 31, 2024.

The Company did no t recognize any revenue related to the collaboration agreement with BeOne during the three months ended March 31, 2026 and 2025.

The Company had a $ 19.8 million liability to licensor as of March 31, 2026 and December 31, 2025.

License Agreement with Context Therapeutics Inc.

In September 2024, the Company entered into a License Agreement (the “Context License Agreement”) with Context Therapeutics Inc.

Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), the Company’s Nectin-4 x CD3 T cell engaging (“TCE”) bispecific antibody (the “License”).

Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), a Nectin-4 x CD3 T cell engaging (“TCE”) bispecific antibody (the “License”).

The Company also transferred know-how, including any necessary materials Context would need to perform research and development.

In exchange for the License, the Company is eligible to receive up to $ 133.5 million in aggregate payments, including an upfront cash payment and potential development, regulatory and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales of the products.

In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SECZ, a related party (See Note 9).

In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SEZC, a related party (See Note 10).

A single performance obligation was identified under the Context License Agreement comprised of BioAtla’s promise to transfer the License.

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

All variable consideration remains fully constrained as of September 30, 2025.

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.

The Company did no t recognize any revenue related to the Context License Agreement for the three and nine months ended September 30, 2025.

The Company recognized $ 11.0 million of revenue related to the Context License Agreement for the three and nine months ended September 30, 2024, 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 March 31, 2026.

The Company did no t recognize any revenue related to the Context License Agreement for the three months ended March 31, 2026 and 2025 .

Related Party Transactions

Himalaya Therapeutics SEZC

Clinical Trial Services Agreement

In January 2024, the Company entered into an amended Clinical Trial Services Agreement (as so amended, the “Clinical Trial Services Agreement”) with Himalaya Therapeutics SEZC (“Himalaya”).

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

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

Global Transaction Agreement

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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 three and nine months ended September 30, 2025 , the Company did not recognize any expense related to the transactions with Himalaya, compared to $ 1.8 million and $ 2.0 million for the three and nine months ended September 30, 2024.

The Company did not have any amounts due to Himalaya as of September 30, 2025 .

For the three months ended March 31, 2026 and 2025 , the Company did no t recognize any expense related to the transactions with Himalaya.

The Company did no t have any amounts due from or due to Himalaya as of March 31, 2026.

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 March 31, 2026.

The Company determined that BioAtla is the primary beneficiary of the SPV as of December 31, 2025 and March 31, 2026 .

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

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

The Company’s CODM, its chief

executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment.

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

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

The 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 condensed 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 condensed 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:

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

Collaboration and other revenue

Program expenses:

Mecbotamab vedotin, BA3011 (CAB AXL-ADC)

Ozuriftamab vedotin, BA3021 (CAB ROR2-ADC)

Evalstotug, BA3071 (CAB CTLA-4)

BA3182 (CAB EpCAM x CAB CD3)

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Total general and administrative expenses

Interest and other income (loss)

Interest and other income (expense)

Net loss and comprehensive loss

Subsequent Events

In November 2025, the Company received the first $ 2 million milestone payment under the Context License Agreement for progress with their CAB-Nectin-4 x CD3 TCE.

The Company has completed an evaluation of all subsequent events through May 15, 2026 for the condensed consolidated financial statements as of and for the three months ended March 31, 2026 to ensure these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements and events which occurred but were not recognized in the condensed consolidated financial statements.

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

On May 14, 2026, the Company entered into a First Amendment (the "Amendment") to the Context License Agreement, by and between the Company and Context.

Under the terms of the Amendment, and in full consideration for the amended license rights described below, Context has agreed to pay to the Company:

(i) $ 4,500,000 , payable within five (5) business days of the effective date of the Amendment, and (ii) $ 2,000,000 , payable by August 1, 2026 (together, the "Amendment Pay-Off Amounts").

The Amendment Pay-Off Amounts satisfy in full any and all milestone and royalty payment obligations contemplated by the Context License Agreement.

Among other modifications to the Context License Agreement, under the terms of the Amendment, the license granted to Context under the Context License Agreement is amended to be irrevocable, exclusive, royalty-free, fully paid-up and non-terminable, and any and all diligence obligations with respect to Context are removed.

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

What changed 10-Q

Item 1. Financial Statements