10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39787

BIOATLA, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-1922320
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11085 Torreyana Road, San Diego, California	92121
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 558-0708

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.0001 par value per share

    BCAB

    The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2024, the number of shares of the registrant’s common stock outstanding was 48,115,918 and the number of shares of the registrant’s Class B common stock outstanding was 0.

BIOATLA, INC.

Quarterly Report on Form 10-Q

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:	1
	Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Statements of Operations and Comprehensive Loss (unaudited) for the three months ended March 31, 2024 and 2023	2
	Condensed Statements of Stockholders’ Equity (unaudited) for the three months ended March 31, 2024 and 2023	3
	Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2024 and 2023	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION	19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Mine Safety Disclosures	63
Item 5.	Other Information	63
Item 6.	Exhibits	64
SIGNATURES		65

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BioAtla, Inc.

Condensed Balance Sheets

(in thousands, except par value and share amounts)


	March 31, 2024			December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	80,630		$	111,471
Prepaid expenses and other current assets		5,795			4,935
Total current assets		86,425			116,406
Property and equipment, net		1,363			1,603
Operating lease right-of-use asset, net		1,255			1,495
Other assets		154			154
Total assets	$	89,197		$	119,658
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	17,751		$	26,720
Operating lease liabilities		1,509			1,624
Total current liabilities		19,260			28,344
Operating lease liabilities, less current portion		415			836
Liability to licensor		19,806			19,806
Total liabilities		39,481			48,986
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 200,000,000 shares authorized at March 31, 2024 and December 31, 2023; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023		—			—
Common stock, $0.0001 par value; 350,000,000 shares authorized at March 31, 2024 and December 31, 2023; 48,106,317 and 48,077,599 shares issued and outstanding at March 31, 2024 and December 31, 2023		5			5
Class B common stock, $0.0001 par value; 15,368,569 shares authorized at March 31, 2024 and December 31, 2023; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		—			—
Additional paid-in capital		489,208			486,930
Accumulated deficit		(439,497	)		(416,263	)
Total stockholders’ equity		49,716			70,672
Total liabilities and stockholders’ equity	$	89,197		$	119,658

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2024			2023
Operating expenses:
Research and development expense	$	18,852		$	21,697
General and administrative expense		5,605			7,233
Total operating expenses		24,457			28,930
Loss from operations		(24,457	)		(28,930	)
Other income:
Interest income		1,223			1,480
Other expense		—			(10	)
Total other income		1,223			1,470
Net loss and comprehensive loss	$	(23,234	)	$	(27,460	)
Net loss per common share, basic and diluted	$	(0.48	)	$	(0.58	)
Weighted-average shares of common stock outstanding, basic and diluted		48,087,460			47,578,418

See accompanying notes.

BioAtla, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

(in thousands, except share amounts)


	Three Months Ended March 31, 2024
	Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2023		48,077,599	$	5		—	$	—	$	486,930		$	(416,263	)	$	70,672
Stock-based compensation expense		—		—		—		—		2,300			—			2,300
Issuance of common stock under equity incentive plans, net of shares withheld for taxes		28,718		—		—		—		—			—			—
Taxes related to net share settlement of equity awards		—		—		—		—		(22	)		—			(22	)
Net loss		—		—		—		—		—			(23,234	)		(23,234	)
Balance at March 31, 2024		48,106,317	$	5		—	$	—	$	489,208		$	(439,497	)	$	49,716


	Three Months Ended March 31, 2023
	Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2022		46,336,166	$	5		1,211,959	$	—	$	473,135	$	(292,801	)	$	180,339
Stock-based compensation expense		—		—		—

SEC Form 10-Q filed by BioAtla Inc.