0000902664-24-001098.txt : 20240206 0000902664-24-001098.hdr.sgml : 20240206 20240206155734 ACCESSION NUMBER: 0000902664-24-001098 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BioAtla, Inc. CENTRAL INDEX KEY: 0001826892 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 851922320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91930 FILM NUMBER: 24600054 BUSINESS ADDRESS: STREET 1: 11085 TORREYANA ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-558-0708 MAIL ADDRESS: STREET 1: 11085 TORREYANA ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN BIOVENTURES, L.P. CENTRAL INDEX KEY: 0001766853 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 295 MADISON AVENUE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 917-940-2732 MAIL ADDRESS: STREET 1: 295 MADISON AVENUE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 p24-0352sc13ga.htm BIOATLA, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

BioAtla, Inc.

(Name of Issuer)
 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)
 

09077B104

(CUSIP Number)
 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 09077B10413G/APage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Acorn Bioventures, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,824,918

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,824,918

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,824,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 09077B10413G/APage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Acorn Capital Advisors GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,824,918

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,824,918

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,824,918

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 09077B10413G/APage 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Acorn Bioventures 2 L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,207,128

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,207,128

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,207,128

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 09077B10413G/APage 5 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Acorn Capital Advisors GP 2, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,207,128

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,207,128

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,207,128

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 09077B10413G/APage 6 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Anders Hove

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ☒

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,032,046

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,032,046

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,032,046

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.4%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 09077B10413G/APage 7 of 10 Pages

 

Item 1(a). Name of Issuer:
   
  BioAtla, Inc. (the "Issuer")

 

Item 1(b). Address of Issuer's Principal Executive Offices:
   
 

11085 Torreyana Road

San Diego, California 92121

 

Item 2(a). Name of Person Filing:
   
  This statement is filed by:
   
  (i) Acorn Bioventures, L.P. (“Acorn”);
  (ii) Acorn Capital Advisors GP, LLC (“Acorn GP”), which is the sole general partner of Acorn;
  (iii) Acorn Bioventures 2, L.P. (“Acorn 2”);
  (iv) Acorn Capital Advisors GP 2, LLC (“Acorn GP 2”), which is the sole general partner of Acorn 2; and
  (v) Anders Hove (“Hove or “Manager”).
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  
   
  The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.  
   
Item 2(b). Address of Principal Business Office:
   
  The address of the principal business office of each of the Reporting Persons is 420 Lexington Avenue, Suite 2626, New York, New York 10170
   
Item 2(c). Place of Organization:
   
  Acorn is a Delaware limited partnership. Acorn GP is a Delaware limited liability company. Acorn 2 is a Delaware limited partnership. Acorn GP 2 is a Delaware limited liability company. Each of Hove and Manke are citizens of the United States of America.

 

Item 2(d). Title of Class of Securities:
   
  Common stock, $0.0001 par value per share (the "Common Stock")

 

Item 2(e). CUSIP Number:
   
  09077B104

 

 

CUSIP No. 09077B10413G/APage 8 of 10 Pages

 

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

  (g) o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:                                                                                     

 

Item 4. Ownership:
   
  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  
   
  The percentages set forth herein are calculated based upon 47,935,808 shares of Common Stock outstanding as of November 6, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on November 13, 2023.
   

 

CUSIP No. 09077B10413G/APage 9 of 10 Pages

 

  Acorn GP is the general partner of Acorn and may be deemed to beneficially own the shares of Common Stock beneficially owned by Acorn.  Acorn GP 2 is the general partner of Acorn 2 and may be deemed to beneficially own the shares of Common Stock beneficially owned by Acorn 2.
   
  The Manager, in his capacity as manager of each of Acorn GP and Acorn GP 2, may be deemed to beneficially own the shares beneficially owned by each of Acorn and Acorn 2.

 

Item 5. Ownership of Five Percent or Less of a Class:
   
  Not applicable.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
   
  Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
  Not applicable.

 

Item 8. Identification and Classification of Members of the Group:
   
  Not applicable.

 

Item 9. Notice of Dissolution of Group:
   
  Not applicable.

 

Item 10. Certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 09077B10413G/APage 10 of 10 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  February 6, 2024  
  ACORN BIOVENTURES, L.P.
  By: ACORN CAPITAL ADVISORS GP, LLC, its General Partner
  By:  /s/ Anders Hove
  Name:  Anders Hove   
  Title:    Manager
   
   
  ACORN CAPITAL ADVISORS GP, LLC
  By:  /s/ Anders Hove
  Name:  Anders Hove   
  Title:    Manager
   
   
  ACORN BIOVENTURES 2, L.P.
  By: ACORN CAPITAL ADVISORS GP 2, LLC, its General Partner
  By:  /s/ Anders Hove
  Name:  Anders Hove   
  Title:    Manager
   
   
  ACORN CAPITAL ADVISORS GP 2, LLC
  By:  /s/ Anders Hove
  Name:  Anders Hove   
  Title:    Manager
   
   
  ANDERS HOVE
  /s/ Anders Hove