What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 164 added, 114 removed, 389 unchanged (42% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

4 unchanged sentences

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expenses (includes related party amounts of $ 300 and $ 0 , respectively)

Operating lease liabilities

8 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

200,000,000 shares authorized at June 30, 2026

and December 31, 2025;

0 shares issued and outstanding at March 31, 2026

0 shares issued and outstanding at June 30, 2026

and December 31, 2025

1 unchanged sentence

350,000,000 shares authorized at

March 31, 2026 and December 31, 2025;

June 30, 2026 and December 31, 2025;

1,663,280 and 1,269,286

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

shares issued and outstanding at June 30, 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;

June 30, 2026 and December 31, 2025;

0 shares issued and outstanding at

March 31, 2026 and December 31, 2025

June 30, 2026 and December 31, 2025

Additional paid-in capital

4 unchanged sentences

BioAtla, Inc.

Unaudited Condensed Consolidated State ments of Operations and Comprehensive Loss

Unaudited Condensed Consolidated State ments of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration and other revenue

Operating expenses:

Research and development expense

Research and development expense (includes related party amounts of $ 975 for the three and six months ended June 30, 2026 and $ 0 for the three and six months ended June 30, 2025)

General and administrative expense

Total operating expenses

Loss from operations

Income (loss) from operations

Other income (expense):

Interest income

Gain on warrant liability

Gain (loss) on warrant liability

Gain on PPAs liability

Other expense

Total other income

Consolidated net loss and comprehensive loss

Net loss per common share, basic and diluted

Weighted-average shares of common stock outstanding, basic and diluted

Total other income (expense)

Consolidated net income (loss) and comprehensive income (loss)

Net income (loss) per common share, basic

Net income (loss) per common share, diluted

Weighted-average shares of common stock outstanding, basic

Weighted-average shares of common stock outstanding, diluted

See accompanying notes.

2 unchanged sentences

(in thousands, except share amounts)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Stockholders’

Equity (Deficit)

Balance at March 31, 2026

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

Stock-based compensation expense

Balance at June 30, 2026

Three Months Ended June 30, 2025

Stockholders’

Equity (Deficit)

Balance at March 31, 2025

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

Stock-based compensation expense

Balance at June 30, 2025

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

Six Months Ended June 30, 2026

Stockholders’

Equity (Deficit)

Balance at December 31, 2025

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

Issuance of common stock for Employee Stock Purchase Plan

Issuance of common stock under PPAs

2 unchanged sentences

Stock-based compensation expense

Balance at March 31, 2026

Three Months Ended March 31, 2025

Balance at June 30, 2026

Six Months Ended June 30, 2025

Stockholders’

2 unchanged sentences

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

Stock-based compensation expense

Balance at March 31, 2025

Balance at June 30, 2025

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

5 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Right-of-use assets and lease liabilities, net

3 unchanged sentences

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

Proceeds from issuance of common stock under Employee Stock Purchase Plan

Payments for taxes related to net settlement of equity awards

5 unchanged sentences

Fair value of common stock issued in satisfaction of PPAs liability

Accrued severance included in accounts payable and accrued expenses

Unpaid deferred financing costs

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

See accompanying notes.

17 unchanged sentences

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.

The unaudited condensed consolidated financial statements as of June 30, 2026, and for the three and six months ended June 30, 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.

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, as amended by Amendment No.

1 to the Annual Report on Form 10-K/A filed with the SEC on April 29, 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 .

As of June 30, 2026, the Company had an accumulated deficit of $ 551.5 million .

In November 2025, the Company entered into the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd.

(“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 June 30, 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.

2 unchanged sentences

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.

In order to continue to preserve capital during this period, the Company is re-evaluating the

timing and scope of its clinical development programs.

As part of this process, the Company paused further enrollment in its ongoing Phase 1 study of BA3182 (CAB-EpCAM x CAB-CD3), while continuing treatment and follow-up of patients, including obtaining new scans in the study.

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.

29 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.

23 unchanged sentences

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.

Subsequent to initial recognition, the Company remeasured 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 income (loss).

Comprehensive Income (Loss)

Comprehensive income (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 income (loss) and other comprehensive gain (loss).

There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss).

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities.

Diluted net income (loss) per share is computed by dividing the net income (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”).

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,

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data):

Three Months Ended June 30,

Six Months Ended June 30,

Consolidated net income (loss)

Denominator for basic net income (loss) per share - weighted-average common stock outstanding

Effect of dilutive securities:

Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding

Basic net income (loss) per share

Diluted net income (loss) per share

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

As of June 30,

Common stock warrants

28 unchanged sentences

Accounts payable

Accrued research and development

Accrued research and development (includes related party amounts of $ 300 and $ 0 , respectively)

Other accrued expenses

2 unchanged sentences

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.

The Company recorded restructuring costs of $ 0 and $ 0.5 million during the three and six months ended June 30, 2026 , of which $ 0.4 million is included in research and development expense and $ 0.1 million is included in general and administrative expense for the six months ended June 30, 2026 in the condensed consolidated statements of operations and comprehensive income (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.

The Company made cash payments of $ 0.5 million during t he first quarter of 2026 and made immaterial cash payments in the second quarter of 2026.

As of June 30, 2026 , there is no remaining restructuring liability balance.

Fair Value Measurements

16 unchanged sentences

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

As of June 30, 2026

Cash equivalents

6 unchanged sentences

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.

As of June 30, 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.

7 unchanged sentences

Dividend yield

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

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

Warrant Liability

1 unchanged sentence

Change in fair value of warrant liability

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.

Balance at June 30, 2026

The fair value of the warrant liability as of June 30, 2026 was determined using the re-priced exercise price of $ 4.35 which was determined in April 2026 after the Share Consolidation (refer to Note 8 for further details).

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

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

PPAs Liability

2 unchanged sentences

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.

Balance at June 30, 2026

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

3 unchanged sentences

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,

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

Three Months Ended June 30,

Six Months Ended June 30,

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 months ended March 31, 2026 and 2025.

The Company did not have any short-term leases or finance leases for the three and six months ended June 30, 2026 and 2025.

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

As of March 31,

As of June 30,

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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of operating leases

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

Nine months ending December 31, 2026

Maturities of operating lease liabilities as of June 30, 2026 were as follows (in thousands):

Six months ending December 31, 2026

Total future lease payments

12 unchanged sentences

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 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 income (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.

During the first quarter of 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 and June 30, 2026 , there was no remaining outstanding principal balance of the Pre‑Paid Advance.

Stockholders’ Equity

3 unchanged sentences

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.

All share and per share amounts prior to the effective date of the Share Consolidation included within these condensed consolidated financial statements have been retrospectively adjusted to reflect the Share Consolidation.

November 2025 Standby Equity Purchase Agreement

8 unchanged sentences

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 .

During three and six months ended June 30, 2026 , 0 and 48,092 SEPA Shares were sold under the SEPA, respectively, with gross proceeds to the Company totaling approximately $ 0.0 million and $ 0.4 million , respectively.

December 2024 Offering and Warrant Issuance

1 unchanged sentence

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 fair value of the warrant liability as of June 30, 2026 was determined using the adjusted exercise price of $ 4.35 .

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.

There were 193,581 Warrants outstanding and exercisable at June 30, 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.

As of June 30, 2026 and December 31, 2025, the total number of common shares authorized for issuance under the 2020 Plan was 276,246 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.

1 unchanged sentence

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):

Stock-based compensation expense recognized for all equity awards under the 2020 Plan for the three and six months ended June 30, 2026 and 2025 has been reported in the condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Restricted Stock Units

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

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2026:

Weighted - Average

Outstanding at December 31, 2025

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.

Outstanding at June 30, 2026

As of June 30, 2026, total unrecognized stock-based compensation expense for RSUs was $ 1.5 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:

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2026:

Weighted - Average

1 unchanged sentence

Balance at December 31, 2025

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 .

Balance at June 30, 2026

Vested and expected to vest at June 30, 2026

Exercisable at June 30, 2026

As of June 30, 2026, total unrecognized stock-based compensation cost for unvested common stock options was $ 1.1 million , which is expected to be recognized over a remaining weighted-average period of approximately 0.7 years.

There were no stock

options granted during the six months ended June 30, 2026.

The total fair value of options vested during the six months ended June 30, 2026 was $ 1.0 million .

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

1 unchanged sentence

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.

As of June 30, 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.

The Company issued 800 and 2,709 of common stock under the ESPP during the six months ended June 30, 2026 and 2025.

As of June 30, 2026, 59,278 shares of common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2026 and 2025 was immaterial.

Common Stock Reserved for Future Issuance

16 unchanged sentences

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.

The Company did no t recognize any revenue related to the collaboration agreement with BeOne during the three and six months ended June 30, 2026 and 2025.

The Company had a $ 19.8 million liability to licensor as of June 30, 2026 and December 31, 2025.

License Agreement with Context Therapeutics Inc.

7 unchanged sentences

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.

Variable consideration related to royalties would 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.

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 .

Additional revenue was recognized for development milestone payment received in November 2025.

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

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

(i) $ 4,500,000 , payable within five (5) business days of the effective date of the Context Amendment, and (ii) $ 2,000,000 , payable by August 1, 2026 (together, the “Amendment Consideration”).

The Amendment Consideration was recognized as revenue during the three and six months ended June 30, 2026 as all performance obligations had been previously satisfied.

The Amendment Consideration represents consideration for the modification of the existing licensing arrangement and the elimination of future milestone and royalty payment obligations under the Context License Agreement.

Accordingly, the Company accounted for the Context Amendment in accordance with ASC 606 contract modification guidance and recognized $ 6.5 million of revenue.

The Amendment Consideration satisfies in full any and all milestone and royalty payment obligations contemplated by the Context License Agreement.

In addition, the Context Amendment modified the license granted to Context such that it became irrevocable, exclusive, royalty-free, fully paid-up and non-terminable, and removed any and all diligence obligations with respect to Context.

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

Related Party Transactions

7 unchanged sentences

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.

For the three and six months ended June 30, 2026 , the Company recognized $ 1.0 million in expense related to the transactions with Himalaya.

For the three and six months ended June 30, 2025 , the Company did no t recognize any expense related to the transactions with Himalaya.

As of June 30, 2026, the Company had $ 0.3 million due to Himalaya.

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 determined that BioAtla is the primary beneficiary of the SPV as of December 31, 2025 and June 30, 2026 .

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

8 unchanged sentences

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:

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 income (loss) as net income (loss), and cash used in operations.

The following table provides R&D expenses by program with a reconciliation to net income (loss) for the periods indicated, which are regularly reviewed by the CODM:

Three Months Ended

Six Months Ended

(in thousands)

Collaboration and other revenue

Program expenses:

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Interest and other income (expense)

Net loss and comprehensive loss

Net income (loss) and comprehensive income (loss)

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.

The Company has completed an evaluation of all subsequent events through August 13, 2026 for the condensed consolidated financial statements as of and for the three and six months ended June 30, 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.

In connection with the Context Amendment, the Company received the additional $ 2.0 million payment from Context that was due by August 1, 2026.

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