BioAtla, Inc. 8-K

What Happened
BioAtla, Inc. (BCAB) filed an 8‑K reporting that at its special meeting on December 30, 2025 the company voted on (1) a proposed issuance of common stock in excess of the Nasdaq exchange cap under financing agreements dated November 20, 2025, and (2) an amendment to permit a reverse stock split (1-for-5 to 1-for-20) at the Board’s discretion. A quorum was present (39,098,928 shares outstanding as of the November 25, 2025 record date). Proposal No. 1 (issuance over the exchange cap) was voted on; Proposal No. 2 (reverse split) did not receive sufficient votes and the meeting was adjourned to solicit additional proxies. The meeting was reconvened to January 12, 2026 at 8:30 a.m. PT.

Key Details

• Record date and quorum: 39,098,928 shares as of Nov 25, 2025; quorum present at the Dec 30 meeting.
• Proposal No. 1 (issuance > Exchange Cap): For 19,772,270; Against 9,370,916; Abstentions 373,215; Broker non‑votes 9,582,524.
• Proposal No. 3 (adjournment to solicit proxies): For 30,013,512; Against 8,928,606; Abstentions 156,809.
• Proposal No. 2 (reverse split amendment, 1‑for‑5 to 1‑for‑20) lacked sufficient votes and was the reason for adjournment; reconvened meeting set for Jan 12, 2026. Financing agreements referenced include Pre‑Paid Advance Agreements and a Standby Equity Purchase Agreement dated Nov 20, 2025 with Yorkville and related funds.

Why It Matters
This filing matters to shareholders because (a) approval of issuing shares in excess of the Nasdaq exchange cap allows the company to complete the referenced financings, which can materially increase the number of outstanding shares and dilute existing holders, and (b) the proposed reverse stock split—if later approved—would consolidate outstanding shares and could affect per‑share metrics and trading liquidity. The adjournment indicates BioAtla is actively soliciting additional votes to obtain shareholder approval for the reverse split before the January 12, 2026 reconvened meeting.