BioAtla, Inc. 10-Q

Item 5 . Other Information. During the three months ended March 31, 2026 , no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. First Amendment to Context License Agreement On May 14, 2026, we entered into the Amendment to the Context License Agreement with Context. Under the terms of the Amendment, and in full consideration for the amended license rights described below, Context has agreed to pay us: (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. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.3 to this Quarterly Report on Form 10-K and incorporated herein by reference. Item 6 . Exhibits. Exhibit Number Description Form File No. Exhibit Exhibit Filing Date File/Furnished Herewith 1.1 Agreement and Plan of Merger, dated as of January 30, 2026, by and between BioAtla, Inc. and Merger Sub. 8-K 001-39787 1.1 01-30-2026 10.1+* Form of Retention Bonus Agreement between BioAtla, Inc. and certain executive officers . 10-K 001-39787 10.36 03-31-2026 10.2+* Retention Bonus Agreement between BioAtla, Inc. and Jay Short, effective March 20, 2026 10-K 001-39787 10.37 03-31-2026 10.3* First Amendment to the License Agreement between BioAtla, Inc. and Context Therapeutics Inc., dated as of May 14, 2026 X 31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1† Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. X 77 Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of March 2, 2026, by and between BioAtla, Inc. and BA Merger Sub, Inc. 8-K 001-39787 1.1 03-02-2026 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X 101 The following materials from BioAtla’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations and Comprehensive Loss, (iii) the Condensed Statements of Stockholders’ Equity (iv) the Condensed Statements of Cash Flows, and (v) Notes to Condensed Financial Statements, tagged as blocks of text and including detailed tags. X 104 Cover Page Interactive Data File (formatted as Inline XBRL document and contained in exhibit 101). X † Furnished and not filed. + Indicates management contract or compensatory plan. * Portions of this exhibit have been omitted or redacted in accordance with Item 601(a)(5) or Item 601(b)(10)(iv) of Regulation S-K. 78 SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BioAtla, Inc. Date: May 15, 2026 By: /s/ Jay M. Short, Ph.D. Jay M. Short, Ph.D. Chief Executive Officer (Principal Executive Officer) Date: May 15, 2026 By: /s/ Christian Vasquez Christian Vasquez Chief Financial Officer (Principal Financial and Accounting Officer) 79