BioAtla, Inc. 8-K

What Happened

• On February 6, 2026, BioAtla, Inc. (BCAB) received a Nasdaq Hearings Panel determination to suspend trading of its common stock effective at the open on February 10, 2026, for non‑compliance with Nasdaq Listing Rule 5550(a)(2) (the $1.00 minimum bid price) and failure to demonstrate compliance with the $2.5 million stockholders’ equity requirement under Rule 5550(b)(1), despite previously meeting the $35 million MVLS alternative under Rule 5550(b)(2) for 69 consecutive trading days.
• The company immediately requested the Nasdaq Listing and Hearing Review Council review (a “Call for Review Request”) and intends to appeal the delisting determination under Nasdaq Listing Rule 5820(a). The company says Nasdaq counsel refused to permit a request to stay the suspension; an appeal to the Listing Council would not automatically stay the suspension. If suspended, the stock would likely be eligible to trade on the OTC Markets (OTCID: BCAB).

Key Details

• Nasdaq delist determination dated February 6, 2026; suspension effective at open on February 10, 2026 unless stayed.
• Nasdaq rules cited: 5550(a)(2) (minimum $1.00 bid) and 5550(b)(1) ($2.5M stockholders’ equity); company had met MVLS rule 5550(b)(2) for 69 trading days.
• Financing arrangements: Pre‑Paid Advance Agreements (PPAs) and a Standby Equity Purchase Agreement (SEPA) entered Nov 20, 2025 — $7.5M advanced under PPAs with $1.25M still outstanding as of Feb 6, 2026; SEPA with Yorkville allows up to $15.0M of shares over 36 months but precludes sales of SEPA shares while the Common Stock is suspended.
• If suspended, quotation on the OTCID market may occur under BCAB, which could materially affect trading price and liquidity.

Why It Matters

• Suspension or delisting from Nasdaq can substantially reduce liquidity and visibility for retail investors; trading on OTC markets typically results in wider spreads, lower volume, and potentially lower share prices.
• The SEPA financing option is limited while the stock is suspended, restricting an available source of capital when the company reports remaining PPA obligations.
• The outcome of the Listing Council review or appeal is uncertain; until resolved, shareholders face heightened trading risk and the company faces increased financing and operational uncertainty.