BCAB

EX-99.1

2 bcab-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

BioAtla Reports Fourth Quarter and Full Year 2025 Financial Results

and business Highlights

– Initiated a formal process to monetize assets

– Implemented a restructuring plan to significantly reduce operating expenses and extend runway

SAN DIEGO, March 31, 2026 – BioAtla, Inc. (Nasdaq: BCAB), a global clinical-stage biotechnology company focused on the development of Conditionally Active Biologic (CAB) antibody therapeutics for the treatment of solid tumors, today announced its financial results for the full year and fourth quarter ended December 31, 2025 and provided business highlights.

“As we evaluate strategic paths forward, our focus remains on supporting the advancement of the ongoing Phase 1 study of BA3182 in adenocarcinomas, while preserving capital, and ensuring we maintain the flexibility to pursue all potential value-creating options,” said Jay M. Short, Ph.D., Chairman, Chief Executive Officer and co-founder of BioAtla.

Corporate Updates

On March 2, 2026, the Company announced that its Board of Directors initiated 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 engaged Tungsten Advisors as the Company’s exclusive strategic financial advisor to assist with this process. There can be no assurance that this process will result in any agreements or transactions. BioAtla does not intend to provide updates until the Board of Directors approves a specific action or otherwise determines whether disclosure is appropriate or required.

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, including the appropriate timeline and pacing of additional enrollment in the Phase 1 study of BA3182, as well as the timeline to commence a Phase 3 Study for ozuriftamab vedotin (Oz-V) (CAB-ROR2-ADC) in 2L+ oropharyngeal squamous cell carcinoma (OPSCC). While the Company remains focused on conducting the ongoing Phase 1 study and is committed to its clinical development programs, there can be no assurances that clinical development of its programs will not be limited or delayed pending the outcome of the strategic process.

Fourth Quarter and Full Year 2025 Financial Results

Research and development (R&D) expenses were $8.0 million for the fourth quarter of 2025, compared to $11.7 million for the same period in 2024. For the full year ended December 31, 2025, R&D expenses were $43.6 million, compared to $63.1 million for 2024. The decreases for both the quarter and full year were primarily driven by lower program development costs due to the prioritization of clinical programs, reduced headcount-related expenses following the March 2025 workforce reduction, and lower non‑cash stock‑based compensation. The Company continues to expect R&D expenses to decline in 2026 following its March 2026 workforce reduction and as it concentrates resources on its prioritized programs.

Collaboration and other revenue was $2.0 million for the fourth quarter and full year 2025, reflecting the Context Therapeutics milestone payment under the license agreement for the CAB-Nectin4-TCE program, compared to zero collaboration revenue in the fourth quarter of 2024 and $11.0 million for the full year 2024 related to the initial upfront payment from Context Therapeutics license agreement.

General and administrative (G&A) expenses were $3.3 million for the fourth quarter of 2025, compared to $4.6 million in the fourth quarter of 2024. For the full year ended December 31, 2025, G&A expenses were $17.7 million, compared to $21.8 million for 2024. The decreases were primarily attributable to reduced personnel-related expenses following the March 2025 workforce reduction and lower non-cash stock-based compensation expense. The Company expects its G&A personnel related expenses to decline in 2026 following its March 2026 workforce reduction.

Net loss for the fourth quarter of 2025 was $9.8 million, compared to a net loss of $14.9 million for the same period in 2024. For the full year 2025, net loss was $59.6 million, compared to $69.8 million for the full year 2024. The year‑over‑year improvements were primarily driven by lower operating expenses and a non-cash gain on its warrant liability, partially offset by lower collaboration revenue in 2025, a non‑cash loss associated with the liability related to Pre-paid Advance Agreements (“PPAs”), and other expenses primarily related to our PPAs financing in 2025. As of March 2026, the PPAs have been converted in full into shares of the Company’s common stoc

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

BIOATLA,

INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-39787 85-1922320

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operation and Financial Condition.

The information set forth in Item 7.01 of this Current Report on Form 8-K filed by BioAtla, Inc. (the “Company” or “BioAtla”) on March 2, 2026, with respect to the Company’s preliminary estimate of its cash and cash equivalents as of December 31, 2025 is incorporated herein by reference. Such information is preliminary, has not been audited and is subject to change pending completion of the Company’s audited financial statements for the year ended December 31, 2025. It is possible that the Company or its independent registered public accounting firm may identify items that require the Company to make adjustments to the amounts included in this Item 2.02, and such changes could be material. Additional information and disclosures would also be required for a more complete understanding of the Company’s financial position and results of operations as of December 31, 2025.

The information included in this Item 2.02 and Item 7.01, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On March 2, 2026, the Company announced a workforce reduction of approximately 70%. The foregoing actions were committed to on February 24, 2026 and are intended to further cost-containment measures in connection with the Company’s formal process to explore and evaluate strategic options to maximize shareholder value.

The total cash payments related to this workforce reduction are estimated to be between $0.5 and $0.6 million related to employee severance and benefit costs. The Company expects to pay for the majority of these costs in the first quarter of 2026.

The estimates of the charges and expenditures that the Company expects to incur in connection with the above, and the timing thereof, are subject to a number of assumptions, and actual amounts may differ materially from estimates.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Richard Waldron’s employment and role as Chief Financial Officer of the Company will terminate effective as of March 2, 2026.

The Company has offered Mr. Waldon severance pursuant to a mutual separation agreement providing for (i) a prorated portion of his salary and benefits through March 31, 2026, (ii) extension of the exercise period of his vested stock options from ninety (90) days to two (2) years from Mr. Waldron’s date of

8-K

false0001826892BioAtla, Inc.NASDAQ00018268922025-11-132025-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

BIOATLA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39787

85-1922320

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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. ☐

Item 2.02 Results of Operations and Financial Condition. On November 13, 2025, BioAtla, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025 and provided an update on its ongoing clinical programs. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in Item 2.02 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit

Description

99.1

Press Release dated November 13, 2025

104

Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 hereunto duly authorized.

BioAtla Inc.

Date:

November 13, 2025

By:

/s/ Richard A. Waldron

Richard A. Waldron Chief Financial Officer