UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 6, 2024, Plaintiff Upendar Golla (“Plaintiff”), on behalf of a putative class of stockholders of Nominal Defendant BioAtla, Inc. (the “Company”), filed a Verified Class Action Complaint, in the Court of Chancery of the State of Delaware (the “Action”), alleging that the directors of the Company breached their fiduciary duties by adopting amended and restated bylaws of the Company on January 5, 2024, which were alleged to impose unreasonable disclosure and informational requirements on parties nominating a dissident director.
On April 22, 2024, the Company modified the challenged provisions by amending and restating the Amended and Restated Bylaws of the Company in the form filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on April 24, 2024 (the “Reforms”).
The Company denies and continues to deny all allegations of wrongdoing in the Action. Plaintiff and the Company agreed that the Reforms rendered Plaintiff’s claims moot. The Company subsequently agreed to pay $350,000 in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiff and his counsel for fees and expenses in the Action. In making this decision, the Company considered various factors, including the cost and time associated with litigation.
On May 15, 2024, the Court entered an order closing the Action, subject to the Company filing an affidavit with the Court confirming that this Current Report on Form 8-K, which shall constitute notice to the putative class for purposes of Rule 23, has been filed with the Commission.
Plaintiff’s counsel are Ned Weinberger and Brendan W. Sullivan of Labaton Keller Sucharow LLP, (302) 573-2540. Defendants’ counsel are D. McKinley Measley and Grant E. Michl of Morris, Nichols, Arsht & Tunnell LLP, (302) 658-9200.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BioAtla, Inc. |
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Date: |
May 17, 2024 |
By: |
/s/ Richard Waldron |
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Richard Waldron |
Document And Entity Information |
May 15, 2024 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 15, 2024 |
| Entity Registrant Name | BioAtla, Inc. |
| Entity Central Index Key | 0001826892 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-39787 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 85-1922320 |
| Entity Address, Address Line One | 11085 Torreyana Road |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92121 |
| City Area Code | 858 |
| Local Phone Number | 558-0708 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | BCAB |
| Security Exchange Name | NASDAQ |