BioAtla, Inc. 8-K

What Happened

• On December 30, 2025, BioAtla, Inc. announced an Investment Agreement with Inversagen AI, LLC and Alliance International Resources Corp. (AIRC) to sell common units in a newly formed wholly‑owned subsidiary, BA 3021 SPV LLC (the “SPV”).
• Upon completion, Inversagen AI would own 35% of the SPV in exchange for an aggregate $40 million. The deal is structured over two closings: an initial closing for $5 million (4.375% of SPV units) and a second closing for $35 million (30.625% of SPV units) tied to the expected start of the Phase 3 study for ozuriftamab vedotin (“Oz‑V”). The company formed the SPV on December 30, 2025 and will concurrently grant the SPV an exclusive, worldwide, perpetual license to BioAtla’s intellectual property in Oz‑V (with specified exclusions for non‑oncology senescent cell elimination therapy). The press release about the agreement was furnished as Exhibit 99.1.

Key Details

• Investment Agreement date: December 30, 2025.
• Total consideration: $40 million for 35% of SPV common units (initial $5M for 4.375%; additional $35M for 30.625%).
• Use of proceeds: gross proceeds expected to be used for general operating expenses and clinical trial expenses to advance Oz‑V in a Phase 3 study (2L+ oropharyngeal squamous cell carcinoma).
• Related‑party note: Inversagen AI is a newly formed entity (initially 50:50 owned by Inversagen, LLC and GATC Health Corp). Inversagen, LLC and Inversagen AI are considered related parties because BioAtla’s Chairman/CEO Dr. Jay Short and his spouse serve as managers of those entities.

Why It Matters

• The transaction provides BioAtla with a pathway to raise up to $40M tied specifically to development of Oz‑V, which the company says will fund the planned Phase 3 study.
• The deal is conditional on Inversagen AI completing its financings and customary closing conditions, so the funding is not guaranteed until those conditions are met.
• Investors should note the related‑party nature of the counterparties and review the full Investment Agreement (to be filed with the Company’s 2025 Form 10‑K) for terms, representations, covenants and closing conditions before drawing conclusions about timing, dilution to the SPV, or impact on BioAtla’s overall capitalization.