DEFA14A: BioAtla Reconvenes Meeting for Reverse Stock Split Vote

BioAtla, Inc. has reconvened its special stockholders meeting on January 26, 2026, to vote on a reverse stock split proposal, following an initial failure to secure sufficient votes.

Summary

• A special meeting of stockholders will be reconvened virtually on January 26, 2026, at 8:30 a.m. Pacific Time.
• The primary purpose of the meeting is to consider and vote upon a proposal to amend the Company's Charter to effect a reverse stock split of its common stock at a ratio of 1-for-5 to 1-for-20, at the discretion of the Board, at any time prior to June 30, 2026.
• The original special meeting, convened on December 30, 2025, and subsequently adjourned on January 12, 2026, did not secure the required two-thirds (2/3) affirmative vote for the Reverse Stock Split Proposal, despite over 70% of proxies received voting FOR it.
• Stockholders previously approved the potential issuance of 20% or more of the aggregate number of common stock pursuant to Pre-Paid Advance Agreements and a Standby Equity Purchase Agreement.
• Stockholders also previously approved the adjournment of the special meeting to solicit additional proxies if necessary.
• A Super-Voting Share (Series A Junior Preferred Stock) was issued to Jay M. Short, Ph.D., the Company's Chairman, Chief Executive Officer, and co-founder, which entitles him to cast votes equal to the outstanding common stock (64,040,396 votes) on the Reverse Stock Split Proposal.
• The holder of the Super-Voting Share is required to cast all votes for the Reverse Stock Split Proposal if at least two-thirds (2/3) of the voting power of the common stock present and entitled to vote thereon approve the proposal, and against it otherwise.
• The new record date for stockholders entitled to notice of and to vote at the Reconvened Special Meeting is January 12, 2026.
• As of the new record date, there were 64,040,396 shares of Common Stock outstanding and one Super-Voting Share.
• The Board of Directors unanimously recommends voting FOR the approval of the Reverse Stock Split Proposal.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative. While the company is taking a necessary step to address its low stock price and maintain Nasdaq listing, the underlying need for a reverse split reflects poor stock performance. The use of a Super-Voting Share to ensure the proposal's passage, despite its structure, could be viewed critically by some shareholders regarding corporate governance practices. The proactive measure to maintain listing offers a slight positive, but it does not fully offset the implications of the depressed stock price.

Positives

• The Board of Directors unanimously recommends the Reverse Stock Split Proposal, indicating strong management alignment on this strategic action.
• The company is taking proactive steps to address its stock price and potentially maintain its Nasdaq listing, which is crucial for market access and investor confidence.
• Stockholders have already approved the Stock Issuance Proposal and the Adjournment Proposal, streamlining future financing and meeting procedures.

Negatives

• The necessity of a reverse stock split typically indicates a significantly depressed stock price, reflecting negative market sentiment or underlying operational challenges.
• The initial failure to secure the required two-thirds shareholder vote for the reverse stock split suggests a lack of broad shareholder consensus or engagement.
• The issuance of a 'Super-Voting Share' to the CEO, while structured to reflect common stock votes, could be perceived negatively by some shareholders as a mechanism to ensure the proposal's passage rather than relying solely on direct shareholder approval.

Risks

• Risk of not meeting Nasdaq listing requirements if the reverse stock split is not approved or if the stock price does not subsequently improve sufficiently.
• Potential for further stock price decline post-reverse split, as reverse splits do not alter the company's fundamental value and can sometimes be followed by continued downward pressure.
• Shareholder dilution risk from the previously approved potential issuance of 20% or more of common stock under the Pre-Paid Advance Agreements and Standby Equity Purchase Agreement.

Future Outlook

The Board of Directors has the discretion to effect a reverse stock split at any time prior to June 30, 2026, at a ratio between 1-for-5 and 1-for-20, without requiring further stockholder approval. This action is intended to address the company's stock price and potentially maintain its Nasdaq listing.

Management Comments

• "The Board continues unanimously to recommend, on behalf of BioAtla, that you vote: FOR the approval of the Reverse Stock Split Proposal."
• "Your vote is important regardless of the number of shares of BioAtla capital stock that you own."
• "Thank you for your continued support." (Jay M. Short, Ph.D., Co-founder, Chief Executive Officer and Chairman of the Board of Directors)

Industry Context

Reverse stock splits are a common measure for companies, particularly in the biotechnology sector, facing significantly depressed stock prices that may fall below minimum exchange listing requirements, such as Nasdaq's $1.00 bid price rule. These actions are typically undertaken to maintain listing status, improve stock perception, and potentially broaden appeal to institutional investors who often have policies against investing in low-priced stocks.

Corporate Governance

Related Party Transactions

• Issuance of one Super-Voting Share (Series A Junior Preferred Stock) to Jay M. Short, Ph.D., the Company's Chairman, Chief Executive Officer, and co-founder, granting him significant voting power on the Reverse Stock Split Proposal, with a mandated voting direction based on common stock votes.

Stakeholder Impact

• Shareholders will experience a reduction in the number of shares they own and a proportional increase in the per-share price if the reverse stock split is approved and implemented. Fractional shares will be cashed out. The overall value of their holdings should theoretically remain unchanged immediately after the split, but the underlying reasons for the split (low stock price) may still be a concern.
• The action aims to maintain Nasdaq listing, which can benefit all stakeholders by preserving market access and liquidity.

Next Steps

• Stockholders are requested to vote on the Reverse Stock Split Proposal at the Reconvened Special Meeting on January 26, 2026.
• If the Reverse Stock Split Proposal is approved, the Board of Directors will determine the specific reverse stock split ratio (within the 1-for-5 to 1-for-20 range) and the effective date prior to June 30, 2026.
• Upon implementation, stockholders who would otherwise receive fractional shares will instead be entitled to receive cash equal to the fraction multiplied by the closing price of the Common Stock on The Nasdaq Capital Market on the effective date.

Key Dates

Recommendation

This filing primarily details a procedural matter (a reconvened meeting to vote on a reverse stock split) aimed at maintaining Nasdaq listing, which is a necessary but not fundamentally value-creating event. While the reverse split itself doesn't alter the company's intrinsic value, it addresses a symptom of a low stock price. The previously approved capital raises indicate ongoing financing needs. Without further substantive financial or operational updates, a 'Hold' recommendation is appropriate, acknowledging the company's efforts to address listing requirements while awaiting more significant business developments.

Keywords

BioAtla, reverse stock split, proxy statement, special meeting, corporate governance, Nasdaq listing, common stock, shareholder vote, Super-Voting Share