Proxy Results, Amendments to Bylaws, Regulation FD Disclosure (Form 8-K)

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2026, BioAtla, Inc. (the "Company" or "BioAtla") filed a Certificate of Elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware with respect to the Company's Series A Junior Preferred Stock, par value $0.0001 per share (the "Series A Junior Preferred Stock"), following the redemption of the one (1) issued and outstanding share of Series A Junior Preferred Stock (the "Series A Preferred Share"). The Certificate of Elimination eliminated from the Company's Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designation of Series A Junior Preferred Stock, filed with the Secretary of State of the State of Delaware on January 9, 2026, with respect to the Series A Junior Preferred Stock.

The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the text of the Certificate of Elimination, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed, on December 30, 2025, the Company originally convened a special meeting of stockholders (the "Special Meeting"). The Special Meeting was held to consider the following proposals: (1) the potential issuance of 20% or more of the aggregate number of the Company's common stock, par value $0.0001 per share (the "Common Stock"), issued and outstanding as of November 20, 2025, pursuant to the Pre-Paid Advance Agreements, dated November 20, 2025, by and between the Company and each of YA II PN, Ltd., a Cayman Islands exempt limited company ("Yorkville"), Anson Investments Master Fund LP and Anson East Master Fund LP, and the Standby Equity Purchase Agreement, dated November 20, 2025, by and between the Company and Yorkville, pursuant to Nasdaq Listing Rule 5635(d) (the "Stock Issuance Proposal"); (2) an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board, effect a reverse stock split with respect to the Common Stock at any time prior to June 30, 2026, at a ratio of 1-for-5 to 1-for-20 (the "Range"), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of the Company's stockholders (the "Reverse Stock Split Proposal"); and (3) the adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal or the Reverse Stock Split Proposal (the "Adjournment Proposal"). The Company's Amended and Restated Certificate of Incorporation requires the affirmative vote of two-thirds (2/3) of the voting power of the Company's outstanding shares entitled to vote thereon to approve the Reverse Stock Proposal. At the time of the originally convened Special Meeting on December 30, 2025, the stockholders approved the Stock Issuance Proposal and the Adjournment Proposal, but consistent with the low rates of participation and voting by the Company's retail stockholder base, and although more than 70% of the shares represented by proxies received by the Company authorized the proxyholders to vote "FOR" the Reverse Stock Split Proposal, there were insufficient votes to approve the Reverse Stock Split Proposal, and the Company determined to adjourn the Special Meeting to January 12, 2026 for the purpose of soliciting additional proxies with respect to the Reverse Stock Split Proposal.

At the reconvened Special Meeting on January 12, 2026, consistent with the low rates of participation and voting by the Company's retail stockholder base, and although more than 70% of the shares represented by proxies received by the Company authorized the proxyholders to vote "FOR" the Reverse Stock Split Proposal, there were still insufficient votes to approve the Reverse Stock Split Proposal. Based upon, among other things, the reasons the Board previously considered in declaring the Reverse Stock Split Proposal advisable, and the fact that more than 70% of the shares represented by proxies received by the Company have authorized the proxyholders to vote "FOR" the Reverse Stock Split Proposal, the Board authorized (i) authorized an adjournment of the reconvened Special Meeting to January 26, 2026 (the "Reconvened Special Meeting"), (ii) authorized and issued one (1) share of a new series of the Company's preferred stock, par value $0.0001 per share, designated as "Series A Junior Preferred Stock," entitling the holder thereof to a number of votes that would enable the approval of the Reverse Stock Split Proposal if the holders of at least two-thirds (2/3) of the voting power of the Common Stock present in person or by proxy at the Reconvened Special Meeting and entitled to vote thereon vote "FOR" the Reverse Stock Split Proposal, and (iii) fixed a new record date of the close of business on January 12, 2026 (the "New Record Date") for determining the stockholders entitled to vote at the Reconvened Special Meeting that was after the issuance of the aforementioned Series A Junior Preferred Stock.

Present at the Reconvened Special Meeting, in person or by proxy, were holders of 44,661,262 shares of Common Stock and one (1) Series A Junior Preferred Stock, as of the New Record Date, representing at least a majority of the voting power of the shares of the capital stock entitled to vote at the Reconvened Special Meeting as of the New Record Date, which constituted a quorum. As previously disclosed, the Series A Junior Preferred Stock entitles the holder thereof to cast on the Reverse Stock Split Proposal and any other voting proposal set forth in the Certificate of Designation of Series A Junior Preferred Stock (the "Certificate of Designation"), a number of votes equal to 64,040,396 votes (the number of shares of Common Stock outstanding on the New Record Date, provided that the holder of the Series A Junior Preferred Stock is required to cast all votes "for" the Reverse Stock Split Proposal if at least two-thirds (2/3) of the voting power of the Common Stock present and entitled to vote thereon approve the proposal, and "against" the Reverse Stock Split Proposal if less than two-thirds (2/3) of the voting power of the Common Stock present and entitled to vote approve such Reverse Stock

Split Proposal. Since over 80% of the proxies received by the Company included instructions to vote "FOR" the Reverse Stock Split Proposal, the holder of the Series A Junior Preferred Stock cast all votes "FOR" the Reverse Stock Split Proposal at the Reconvened Special Meeting.

The voting results with respect to the Reverse Stock Split Proposal, including 64,040,396 votes represented by the Series A Junior Preferred Stock, were as follows:

On January 30, 2026, the Company redeemed the one (1) share of Series A Junior Preferred Stock for $0.01. In addition, the Board determined to exercise its discretion not to implement a reverse stock split while the Company is listed on The Nasdaq Stock Market ("Nasdaq") based upon, among other considerations, its ongoing discussions with Nasdaq since January 13, 2026. In these ongoing discussions with Nasdaq, the Company was informed for the first time that if the Company were to implement a reverse stock split that was approved by the Company's stockholders with the Series A Preferred Share, it would likely be cited for a violation of Nasdaq Listing Rule 5640 (the "Voting Rights Rule"). As part of these ongoing discussions, Nasdaq informed the Company that, although Nasdaq historically has approved widespread use of grants of super-voting preferred stock (such as the Series A Preferred Share) to approve reverse stock splits and has publicly stated such use is consistent with the Voting Rights Rule, Nasdaq has internally determined that such use of super-voting preferred is now no longer permitted. Nasdaq has acknowledged to the Company that there is no public notice of this change in position. While the Company believes that obtaining the approval of stockholders with the Series A Preferred Share complies with the Voting Rights Rule and is in compliance with Nasdaq's policy as set forth in its Staff Interpretative Letter issued in 2022 (the "2022 Guidance"), Nasdaq informed the Company that the unannounced removal of the 2022 Guidance from its website, even though without any public announcement, constituted a rescission of the 2022 Guidance. Based upon, among other things, (i) the reasons the Board previously considered in declaring the Reverse Stock Split Proposal advisable, (ii) the fact that a majority of the outstanding shares of Common Stock were voted "FOR" the Reverse Stock Split Proposal, (iii) the fact that, but for Nasdaq's recent non-public determination that the 2022 Guidance is now rescinded, the Company could have implemented the Reverse Stock Split Proposal without violating Nasdaq Rule 5640, and (iv) that a violation of the Voting Rights Rule would result in a delisting from Nasdaq, and could bar the Company from re-listing on Nasdaq, the New York Stock Exchange, or other national securities exchange, the Board has determined it is advisable to effect an alternative transaction through a merger of the Company with a wholly owned subsidiary as described below to implement a similar reduction in the number of outstanding shares as the Reverse Stock Split Proposal.

On January 30, 2026, the Company entered into the Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which (i) a wholly owned subsidiary (the "Merger Sub") will merge with and into the Company, with the Company surviving (the "Merger"), (ii) every fifty (50) shares of Common Stock issued and outstanding, or held as treasury stock, will be converted into one (1) share of common stock of the surviving corporation, which shall be the Company, and (iii) the Company's Amended and Restated Certificate of Incorporation would be amended and restated to, among other things, exempt future amendments to Article IV thereof from the supermajority voting requirements of Article IX and instead default to the voting requirements provided by Delaware law. Under Delaware law and the Company's Amended and Restated Certificate of Incorporation, the Merger Agreement must be approved by the holders of a majority of the outstanding shares of Common Stock. The Board has set the close of business on February 2, 2026, as the record date for the determination of stockholders of the Company entitled to vote to adopt and approve the Merger Agreement at a special meeting to be held virtually at a date and time to be noticed to the Company's stockholders pursuant to the Company's Amended and Restated Bylaws.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Merger Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD.

As previously disclosed, on December 30, 2025, BioAtla entered into an Investment Agreement (the "Investment Agreement") with Inversagen AI, LLC, a Delaware limited liability company ("Inversagen AI"), and Alliance International Resources Corp., a Nevada corporation ("AIRC"). Subject to completion of financings by Inversagen AI as set forth in the Investment Agreement, with the initial investment into Inversagen AI being led by AIRC, BioAtla agreed to sell common units of a wholly owned subsidiary, BA 3021 SPV LLC, a Delaware limited liability company (the "SPV") to Inversagen AI in a private placement over multiple closings.

On January 29, 2026, the Company received confirmation from AIRC that AIRC will complete its investment in Inversagen AI, and subject to completion of such investment, Inversagen AI will pay $5 million to BioAtla for the purchase of common units of the SPV that represent 4.375% of the SPV common units.

On January 16, 2026, the Company filed a Form S-3 shelf registration with the Securities and Exchange Commission ("SEC") to replace its expiring universal shelf registration statement that expired on January 17, 2026. In accordance with SEC rules, the Company may make securities offerings under the existing shelf registration statement until the new registration statement is declared effective, subject to a maximum extension of 180 days and subject to continued S-3 eligibility. The renewal maintains continuous flexibility for the Company. To satisfy the Company's obligations pursuant to the Pre-Paid Advance Agreements and Standby Equity Purchase Agreement, the Form S-3 registration statement, once declared effective by the SEC, will also register the offering and sale of common stock pursuant to the Pre-Paid Advance Agreements and the Standby Equity Purchase Agreement dated November 20, 2026 by and between the Company and certain investors named therein. Other than the conversion of the remaining principal aggregate amount outstanding under the Pre-Paid Advance Agreements at the option of the investors, there are no specific plans to offer securities under the shelf registration statement at this time.

The information included in this Item 7.01 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing.