BioAtla, Inc. 8-K

What Happened

• BioAtla, Inc. (BCAB) filed an 8‑K on January 30, 2026 announcing a new Agreement and Plan of Merger: a wholly owned Merger Sub will merge into BioAtla and every 50 shares of common stock will be converted into one share of surviving common stock (a 50‑for‑1 consolidation). The Board set a record date of February 2, 2026 for the stockholder vote required to approve the Merger.
• The Company also filed a Certificate of Elimination on January 30, 2026 to remove its Series A Junior Preferred Stock from its charter after redeeming the single issued Series A share for $0.01. That Series A preferred previously carried 64,040,396 votes and was used at a reconvened special meeting to secure approval of a reverse split proposal.

Key Details

• Voting on the Reverse Stock Split Proposal at the reconvened special meeting (including the Series A votes) totaled: For 100,223,092; Against 8,290,601; Abstentions 187,965.
• The Board previously issued one Series A Junior Preferred share (with 64,040,396 votes) to enable approval of a reverse split; that share was redeemed and eliminated on January 30, 2026.
• BioAtla disclosed ongoing discussions with Nasdaq after being told use of super‑voting preferred to approve reverse splits is now considered inconsistent with Nasdaq Rule 5640; Nasdaq granted the Company an extension to demonstrate compliance with listing standards through February 2, 2026.
• Corporate finance updates: BioAtla confirmed a pending $5.0 million investment (Inversagen AI / AIRC) to buy 4.375% of a BA 3021 SPV LLC unit, and filed a new Form S‑3 shelf registration on January 16, 2026 (to replace its expiring shelf).

Why It Matters

• The Merger (50‑for‑1 consolidation) would materially reduce the number of outstanding shares if approved and is intended to achieve the same effect as the previously proposed reverse stock split without triggering Nasdaq’s newly stated objection to using super‑voting preferred shares for that purpose.
• Redeeming and eliminating the Series A super‑voting preferred removes the special voting instrument used at the prior meeting and may reduce governance complexity going forward.
• Nasdaq listing risk remains material: BioAtla is under pressure to meet the $1.00 bid price and stockholders’ equity/MVLS requirements and faces potential suspension or delisting if it does not evidence compliance by the extended deadline. A delisting could push trading to OTC markets and materially affect liquidity and share price.
• Investors should watch the Company’s proxy materials (to be filed), the February 2, 2026 vote outcome, and any Nasdaq determinations — these items will directly affect share count, listing status, and potential dilution from future financings.