BioAtla, Inc. 8-K

What Happened

• BioAtla, Inc. (BCAB) filed an 8‑K reporting that on January 9, 2026 the Board authorized and issued one share of Series A Junior Preferred Stock (the “Super‑Voting Share”) to Chairman & CEO Jay M. Short for $0.01, and filed a Certificate of Designation for that share in Delaware the same day.
• The Company reconvened its special meeting of stockholders: the original special meeting (decided Dec 30, 2025) approved certain financing matters but did not obtain the two‑thirds vote required to approve a reverse stock split. The reconvened meeting on January 12, 2026 was adjourned for lack of the requisite two‑thirds vote and rescheduled to reconvene virtually on January 26, 2026 at 8:30 a.m. PT. The Board set January 12, 2026 as the new record date for that reconvened meeting.

Key Details

• Issuance: 1 share of Series A Junior Preferred Stock issued to Jay M. Short on Jan 9, 2026 for $0.01.
• Voting power: the Super‑Voting Share entitles the holder to cast a number of votes equal to the number of Common Stock shares outstanding on the record date for certain specified Voting Proposals (chiefly proposals to reclassify/combine outstanding Common Stock, including a reverse split).
• Voting condition: the Super‑Voting Share must be voted “for” the Voting Proposal if at least two‑thirds (2/3) of the Common Stock voting power present and entitled to vote approve the proposal, and “against” if less than two‑thirds approve. The Super‑Voting Share generally does not vote on other matters.
• Other terms: no dividend rights; liquidation preference of $0.01; redeemable by the Board for $0.01; non‑transferable without Board consent (except for proxy in connection with Voting Proposals).
• Meeting facts: holders of 41,841,224 shares (record date Nov 25, 2025) were present or represented at the reconvened Jan 12 meeting (quorum). Although >70% of proxies were marked “FOR” the reverse split, the company did not receive valid proxies sufficient to meet the 2/3 aggregate voting power threshold, so the vote was adjourned to Jan 26, 2026 with Jan 12 as the new record date.

Why It Matters

• The issued Super‑Voting Share is structured to influence the outcome of the pending reverse stock split (a Voting Proposal requiring a 2/3 approval threshold). That could determine whether the Company implements a reverse split — an action often used to meet Nasdaq listing requirements.
• Investors should note the specific, limited scope of the Super‑Voting Share (it only votes on specified reclassification/adjournment matters and is effectively required to follow the common stock majority outcome threshold described in the designation) and the administrative terms (non‑transferable, redeemable, minimal economic rights).
• The reconvened vote outcome will affect the Company’s corporate structure and could influence its Nasdaq compliance path; BioAtla continues soliciting proxies ahead of the Jan 26, 2026 reconvened meeting.