BioAtla, Inc. 10-Q

Item 1 . Financial Statements. BioAtla, Inc. Condensed C onsolidated Balance Sheets (in thousands, except par value and share amounts) March 31, 2026 December 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 1,961 $ 7,118 Prepaid expenses and other current assets 1,132 895 Total current assets 3,093 8,013 Property and equipment, net — 120 Operating lease right-of-use asset, net 5,310 5,532 Other assets 163 163 Total assets $ 8,566 $ 13,828 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 19,133 $ 16,353 Operating lease liabilities 1,559 1,427 PPAs liability — 4,142 Total current liabilities 20,692 21,922 Operating lease liabilities, less current portion 4,535 4,773 Liability to licensor 19,806 19,806 Warrant liability 842 3,516 Total liabilities 45,875 50,017 Commitments and contingencies (Note 6) Stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value; 200,000,000 shares authorized at March 31, 2026 and December 31, 2025; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; 350,000,000 shares authorized at March 31, 2026 and December 31, 2025; 1,659,612 and 1,269,286 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 March 31, 2026 and December 31, 2025; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025 — — Additional paid-in capital 514,681 509,457 Accumulated deficit ( 551,990 ) ( 545,646 ) Total stockholders’ equity (deficit) ( 37,309 ) ( 36,189 ) Total liabilities and stockholders’ equity (deficit) $ 8,566 $ 13,828 See accompanying notes. 1 BioAtla, Inc. Unaudited Condensed Consolidated State ments of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Three Months Ended March 31, 2026 2025 Operating expenses: Research and development expense $ 4,582 $ 12,355 General and administrative expense 4,726 5,259 Total operating expenses 9,308 17,614 Loss from operations ( 9,308 ) ( 17,614 ) Other income (expense): Interest income 37 400 Gain on warrant liability 2,674 1,880 Gain on PPAs liability 273 — Other expense ( 20 ) — Total other income 2,964 2,280 Consolidated net loss and comprehensive loss $ ( 6,344 ) $ ( 15,334 ) Net loss per common share, basic and diluted $ ( 4.22 ) $ ( 13.16 ) Weighted-average shares of common stock outstanding, basic and diluted 1,501,649 1,164,984 See accompanying notes. 2 BioAtla, Inc. Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share amounts) Three Months Ended March 31, 2026 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2025 1,269,286 $ — $ 509,457 $ ( 545,646 ) $ ( 36,189 ) Issuance of common stock under equity incentive plans, net of shares withheld for taxes 8,090 — — — — Issuance of common stock under PPAs 334,144 — 3,870 — 3,870 Issuance of common stock under SEPA 48,092 — 412 — 412 Taxes related to net share settlement of equity awards — — ( 14 ) — ( 14 ) Stock-based compensation expense — — 956 — 956 Net loss — — — ( 6,344 ) ( 6,344 ) Balance at March 31, 2026 1,659,612 $ — $ 514,681 $ ( 551,990 ) $ ( 37,309 ) Three Months Ended March 31, 2025 Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2024 1,161,983 $ — $ 500,304 $ ( 486,039 ) $ 14,265 Issuance of common stock under equity incentive plans, net of shares withheld for taxes 6,039 — — — — Taxes related to net share settlement of equity awards — — ( 29 ) — ( 29 ) Stock-based compensation expense — — 1,645 — 1,645 Net loss — — — ( 15,334 ) ( 15,334 ) Balance at March 31, 2025 1,168,022 $ — $ 501,920 $ ( 501,373 ) $ 547 See accompanying notes. 3 BioAtla, Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 6,344 ) $ ( 15,334 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 120 183 Change in fair value of warrant liability ( 2,674 ) ( 1,880 ) Change in fair value of PPAs ( 273 ) — Stock-based compensation 956 1,645 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 237 ) ( 2,988 ) Accounts payable and accrued expenses 3,069 2,114 Right-of-use assets and lease liabilities, net 116 ( 28 ) Net cash used in operating activities ( 5,267 ) ( 16,288 ) Cash flows from financing activities Proceeds from issuance of common stock under SEPA 413 — Payment of financing costs related to issuance of common stock, PPAs and SEPA ( 289 ) ( 366 ) Payments for taxes related to net settlement of equity awards ( 14 ) ( 29 ) Net cash provided by (used in) financing activities 110 ( 395 ) Net decrease in cash and cash equivalents ( 5,157 ) ( 16,683 ) Cash and cash equivalents, beginning of period 7,118 49,046 Cash and cash equivalents, end of period $ 1,961 $ 32,363 Supplemental disclosure of non-cash investing and financing activities Fair value of common stock issued in satisfaction of PPAs liability $ 3,870 $ — Accrued severance included in accounts payable and accrued expenses $ — $ 556 Unpaid deferred financing costs $ — $ 79 See accompanying notes. 4 BioAtla, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies Organization BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (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 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 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 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 candidate BA3182. 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. 5 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. Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). 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 condensed consolidated financial statements. 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 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. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of highly rated securities including U.S. Government and U.S. Treasury money market funds, which are unrestricted as to withdrawal or use. Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and may invest cash that is not required for immediate operating needs in highly liquid instruments that bear minimal risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and employee stock purchase plan rights 6 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. Equity award forfeitures are recognized as they occur. Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred and are not included in the calculation of the ROU asset or the related lease liability. The Company has a single lease agreement with lease and non-lease components, which are accounted for as a single lease component. Payments for short-term leases, defined as leases with a term of twelve months or less, are expensed on a straight-line basis over the lease term. 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 condensed consolidated balance sheets. The Company does not have any finance leases. 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 Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources, and consists of net loss and other comprehensive gain (loss). There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. 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 common stock warrants, 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”). 7 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 March 31, 2026 2025 Common stock warrants 193,581 193,581 Common stock options 113,902 121,232 Restricted stock units 59,740 58,230 ESPP shares 2,448 2,840 Total 369,671 375,883 Recent Accounting Pronouncements 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 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. 2. Balance Sheet Details Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2026 December 31, 2025 Prepaid research and development $ 890 $ 663 Prepaid insurance 116 28 Other prepaid expenses and current assets 126 204 Total $ 1,132 $ 895 Property and equipment consist of the following (in thousands): Useful life (years) March 31, 2026 December 31, 2025 Furniture, fixtures and office equipment 3 - 7 $ 1,101 $ 1,101 Laboratory equipment 5 1,829 1,829 Leasehold improvements 2 - 3 2,498 2,498 5,428 5,428 Less accumulated depreciation and amortization ( 5,428 ) ( 5,308 ) Total $ — $ 120 8 Accounts payable and accrued expenses consist of the following (in thousands): March 31, 2026 December 31, 2025 Accounts payable $ 12,123 $ 8,194 Accrued research and development 6,069 7,280 Other accrued expenses 941 879 Total $ 19,133 $ 16,353 3. Restructuring 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. 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. 4. 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 carrying amounts of the Company’s cash and cash equivalents and accounts payable and accrued expenses are considered to be representative of their respective fair values due to their short-term nature. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. 9 The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): As of March 31, 2026 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 1,689 $ — $ — $ 1,689 Liabilities Warrants $ — $ — $ 842 $ 842 As of December 31, 2025 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 4,285 $ — $ — $ 4,285 Liabilities Warrants $ — $ — $ 3,516 $ 3,516 Pre-Paid Advance $ — $ — $ 4,142 $ 4,142 No transfers between levels have occurred during the periods presented. Cash Equivalents Cash equivalents are comprised of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Warrant Liability As of March 31, 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. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model. The significant inputs used in the valuation models to measure the fair value of the warrants are as follows: Valuation Date March 31, 2026 December 31, 2025 Common stock price $ 8.05 $ 28.39 Risk-free rate 3.88 % 3.68 % Expected term (in years) 4.22 4.47 Expected volatility 120.5 % 103.2 % Dividend yield 0.0 % 0.0 % 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 Balance at December 31, 2025 $ 3,516 Change in fair value of warrant liability ( 2,674 ) Balance at March 31, 2026 $ 842 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. 10 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 $ 4,142 Conversion of Pre-Paid Advance into common stock ( 3,869 ) Change in fair value of PPAs liability ( 273 ) 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. 5. Leases 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 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 consolidated balance sheets. 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, 2026 2025 Operating lease expense $ 359 $ 261 Variable lease expense 119 180 Total lease expense, net $ 478 $ 441 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 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 March 31, 2026 2025 Weighted average remaining lease term (in years) 4.70 0.25 Weighted average discount rate percentage 9.00 % 3.50 % 11 Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands): Three Months Ended March 31, 2026 2025 Cash paid for amounts included in the measurement of operating leases $ 244 $ 288 Maturities of operating lease liabilities as of March 31, 2026 were as follows (in thousands): Operating lease Nine months ending December 31, 2026 $ 1,240 2027 1,528 2028 1,574 2029 1,621 2030 1,529 Total future lease payments 7,492 Less: imputed interest ( 1,398 ) Total operating lease liabilities $ 6,094 6. Commitments and Contingencies From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. 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. 7. 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. 8. 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 12 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 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 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 consolidated statements of operations and comprehensive loss. 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 193,581 Warrants outstanding and exercisable at March 31, 2026. 2020 Equity Incentive Plan 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 as an employee, non-employee director, or independent contractor. 13 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 March 31, 2026 2025 Research and development $ 322 $ 775 General and administrative 634 870 Total $ 956 $ 1,645 Restricted Stock Units The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2026: Number of Shares Weighted - Average Grant Date Fair Value Outstanding at December 31, 2025 48,676 $ 50.00 Granted 30,120 $ 8.57 Vested ( 9,572 ) $ 38.62 Forfeited ( 9,484 ) $ 53.97 Outstanding at March 31, 2026 59,740 $ 30.38 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 three months ended March 31, 2026: Number of Options Weighted - Average Exercise Price Per Share Weighted -Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance at December 31, 2025 117,581 $ 383.94 6.43 $ — Forfeited ( 3,517 ) $ 198.93 Expired ( 162 ) $ 519.61 Balance at March 31, 2026 113,902 $ 389.46 5.24 $ — Vested and expected to vest at March 31, 2026 113,902 $ 389.46 5.24 $ — Exercisable at March 31, 2026 102,542 $ 411.78 5.05 $ — 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 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 14 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: March 31, 2026 December 31, 2025 Warrants for the purchase of common stock 193,581 193,581 Common stock options and restricted stock units issued and outstanding 173,642 166,257 Awards available for future issuance under the 2020 Plan 39,825 26,013 Awards available for future issuance under the ESPP 60,077 43,786 Shares available for future conversions of PPAs — 136,923 Total common stock reserved for future issuance 467,125 566,560 9. Collaboration, License and Option Agreements 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 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 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. (“Context”). 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 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. Context is responsible for developing BA3362 and for global regulatory filings and commercialization. Context will bear all costs associated with the research, development, and commercialization of any products. In accordance with Topic 606, the Company determined the transaction price of the agreement 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. Further, the Company determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer. 15 Management determined that the transfer of the License did not meet any of the criteria for recognizing revenue over time, and therefore revenue was recognized at the point in time that the Context License Agreement was executed and the License was transferred to Context. Additional revenue will be recognized for development milestone payments, the sales milestone payments, and the royalty payments if and when the constraints are resolved. 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 . 10. Related Party Transactions Himalaya Therapeutics SEZC Global Transaction Agreement In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya. BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020. Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 9), in certain territories as further specified in the Amended Rights Agreement. Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property. Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement. The Company is the principal in the Context License Agreement and in the Himalaya Agreement, and will record revenues and expenses on a gross basis given that the Company had full discretion in setting consideration pricing in the Context License Agreement, the Company will be primarily responsible for providing the License, and Himalaya has no obligation to be a part of any of the fulfillment activities. For the 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 . 11. 401(k) Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain matching contributions to the 401(k) plan. To date, the Company has no t made any matching contributions. 12. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company is a clinical-stage biopharmaceutical company and has not generated any product revenue from its CAB antibody-based products. The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its CAB products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM evaluates performance 16 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 March 31, 2026 2025 (in thousands) Program expenses: BA3182 (CAB EpCAM x CAB CD3) $ 1,819 $ 939 Other CAB Programs 13 6,269 Total program expenses 1,832 7,208 Personnel and related 1,767 3,457 Equity-based compensation 322 775 Facilities and other 661 915 Total research and development expenses 4,582 12,355 General and administrative expenses Personnel and related 1,183 2,102 Equity-based compensation 634 870 Facilities and other 2,909 2,287 Total general and administrative expenses 4,726 5,259 Interest and other income (expense) 2,964 2,280 Net loss and comprehensive loss $ ( 6,344 ) $ ( 15,334 ) 13. Subsequent Events 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. 17