Stockholders equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders equity (deficit)

6. Stockholders’ equity
 

Description of securities of Delaware corporation

The Company is authorized to issue 200,000,000 shares of preferred stock, par value $0.0001 per share, 350,000,000 shares of common stock, par value $0.0001 per share, and 15,368,569 shares of Class B common stock, par value $0.0001 per share.

Dividends

Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock and Class B common stock are entitled to receive dividends only if declared from time to time by the Company’s board of directors out of assets which are legally available.

Liquidation preferences

Upon any liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.

Conversion

Holders of the Company’s common stock have no conversion rights, while holders of the Company’s Class B common stock shall have the right to convert each share of Class B common stock into one share of common stock at such holder’s election, provided that as a result of such conversion, such holder would not beneficially own in excess of 4.99% of any class of the Company’s securities registered under the Securities Exchange Act of 1934, as amended, unless otherwise as expressly provided for in the Company’s amended and restated certificate of incorporation. This ownership limitation may be increased or decreased to any other percentage designated by such holder of Class B common stock upon 61 days’ notice to the Company.

Voting rights

Except as otherwise expressly provided in the Company’s amended and restated certificate of incorporation or as required by applicable law, on any matter that is submitted to a vote by the Company’s stockholders, holders of the Company’s common stock are entitled to one vote per share of common stock, and holders of the Company’s Class B common stock are not entitled to any votes per share of Class B common stock, including for the election of directors.

November 2022 Underwritten Offering

On November 8, 2022, the Company completed a follow-on offering under its shelf registration statement on Form S-3 (File No. 333-262528) and a related prospectus supplement pursuant to which the Company issued an aggregate of 9,745,128 shares of its common stock to at a public offering price of $6.67 per share. The Company received aggregate net proceeds of $61.7 million from the offering after deducting underwriting discounts and commissions and other offering expenses.

Common stock warrants

The Company issued the warrants described below in 2016 in connection with certain advisory services. The warrants became exercisable upon the Company's IPO for a period of 365 and 450 days.

Upon adoption of ASU No. 2018-07 on October 1, 2020, the measurement date of the warrants became fixed in accordance with the guidance, and such fair value was nominal since the warrants were deeply out-of-the-money. In December 2021, a total of 566,586 warrants with an exercise period of 365 days after the Company's IPO expired unexercised. The remaining 151,088 warrants with an exercise period of 450 days after the Company's IPO expired unexercised in March 2022. Accordingly, there are no remaining common stock warrants outstanding and exercisable at December 31, 2022 or December 31, 2023.

Open market sale agreement

In January 2023, BioAtla, Inc. (the “Company”) entered into an open market sale agreement under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock, par value $0.0001 per share, with aggregate gross sales proceeds of up to $100,000,000 through an “at the market” equity offering program under which Jefferies LLC will act as sales agent. No shares have been sold under the agreement to date.

2020 Equity Incentive Plan

On October 29, 2020, the Company’s board of directors approved the adoption of the BioAtla, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and approved certain amendments to the 2020 Plan in December 2020. The Company’s stockholders approved the 2020 Plan, as amended, in December 2020. Under the 2020 Plan, the Company may grant awards of common stock to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards. As of December 31, 2023 and 2022, the total number of common shares authorized for issuance under the 2020 Plan was 9,196,970 and 7,658,509, respectively. On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors. The maximum term of the options granted under the 2020 Plan is no more than ten years. Awards under the 2020 Plan generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service.

On February 26, 2023, the Compensation Committee of the Company’s board of directors approved a modification to the Company’s 2020 Plan to allow vesting of RSUs or stock options, as applicable, subject to the grantee’s continued service to the Company and/or one of its subsidiaries as an employee, non-employee director, or independent contractor. Unvested RSUs totaling 139,730 shares and 574,244 unvested options which would have been forfeited under the original terms of the 2020 Plan will now continue to vest. The Company applied modification accounting to these awards which resulted in a decrease in fair value to these awards. The Company calculated compensation cost for the modified unvested awards of $416,000 related to the RSUs and $962,000 related to the options, and will recognize these amounts over the remaining requisite service periods. The modification also resulted in an increase to the term of 130,699 fully vested options for which $123,000 of incremental compensation cost was immediately recognized on the date of the modification.

Stock-based compensation expense recognized for all equity awards under the 2020 Plan has been reported in the statements of operations and comprehensive loss as follows (in thousands):

	Years ended December 31,
	2023		2022
Research and development	$	5,462	$	5,419
General and administrative		8,082		9,144
Total	$	13,544	$	14,563

Restricted stock units

In December 2022, the Company’s board of directors approved an amendment to the Director Compensation Policy, which allows each director to elect to receive their quarterly director fees in the form of restricted stock in lieu of cash. Two board members elected to receive shares of restricted stock in lieu of cash. For the twelve months ended December 31, 2023, the Company issued 45,290 shares of fully vested restricted stock to the two board members. Compensation expense was earned and recognized for these fully vested restricted stock grants in the amount of $0.1 million for the twelve months ended December 31, 2023.

The following table summarizes RSU activity under the 2020 Plan for the years ended December 31, 2023 and 2022:

	Number of Shares			Weighted - average grant date fair value
Outstanding at December 31, 2021		975,046		$	—
Granted		—		$	—
Vested		(446,260	)	$	18.00
Forfeited		(18,747	)
Outstanding at December 31, 2022		510,039		$	18.00
Granted		45,290		$	2.35
Vested		(433,948	)	$	16.37
Forfeited		(22,277	)	$	18.00
Outstanding at December 31, 2023		99,104		$	18.00

As of December 31, 2023, total unrecognized stock-based compensation expense for RSUs was $1.8 million, which is expected to be recognized over a remaining weighted-average period of approximately 0.7 years.

Stock options

The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2023 and 2022 (in thousands, except share and per option data and years):

	Number of options			Weighted - average exercise price per option		Weighted - average remaining contractual term (in years)		Aggregate intrinsic value
Balance at December 31, 2021		1,086,902		$	26.76		9.22	$	991,495
Granted		1,718,200		$	6.35
Exercised		—		$	—
Forfeited		(50,387	)	$	21.64
Expired		(17,797	)	$	40.00
Balance at December 31, 2022		2,736,918		$	13.82	8.82		$	3,636,148
Granted		4,020,395		$	3.74
Exercised		—		$	—
Forfeited		(371,439	)	$	7.20
Expired		(112,367	)	$	20.96
Balance at December 31, 2023		6,273,507		$	7.62		8.64	$	74,680
Vested and expected to vest at December 31, 2023		6,273,507		$	7.62		8.64	$	74,680
Exercisable at December 31, 2023		1,429,449		$	14.98		7.75	$	2,007

As of December 31, 2023, total unrecognized stock-based compensation cost for unvested common stock options was $15.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.8 years. The weighted- average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $2.61 per share and $4.06 per share, respectively. The total fair

value of options vested during the years ended December 31, 2023 and 2022 was $6.7 million and $6.9 million, respectively. Upon option exercise, the Company issues new shares of its common stock.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:

	Years ended December 31,
	2023			2022
Expected volatility		77.9	%		74.9	%
Risk-free interest rate		3.89	%		2.14	%
Expected dividend yield		0.0	%		0.0	%
Expected term	6.05 years			6.04 years

Expected volatility. As the Company’s common stock does not have a significant trading history, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry.

Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present plans to pay cash dividends.

Expected term. For employees, the expected term represents the period of time that options are expected to be outstanding. Because the Company has minimal historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. For nonemployees, the expected term is generally the contractual term of the option.

Employee Stock Purchase Plan

In December 2020, the Company’s board of directors and stockholders approved the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. As of December 31, 2023 and 2022, a total of 1,737,098 and 1,229,148 shares, respectively, of common stock were authorized for issuance under the ESPP. The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0% of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii). During the years ended December 31, 2023 and 2022, the Company issued 165,550 and 147,564 shares of common stock under the ESPP, respectively. As of December 31, 2023, 1,412,802 shares of common stock remained available for issuance under the ESPP. Stock-based compensation expense related to the ESPP for the twelve months ended December 31, 2023 and 2022 was $0.2 million, respectively.

Common stock reserved for future issuance

Common stock reserved for future issuance are as follows in common equivalent shares:

	December 31,
	2023		2022
Common stock options and restricted stock units issued and outstanding		6,372,611		3,246,957
Awards available for future issuance under the 2020 Plan		991,413		3,012,554
Awards available for future issuance under the ESPP		1,412,802		1,070,402
Total common stock reserved for future issuance		8,776,826		7,329,913