UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 - Entry into a Material Definitive Agreement.
On November 4, 2022, BioAtla, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), pursuant to which, the Company agreed to issue and sell to the Underwriter, and the Underwriter has agreed to purchase from the Company, an aggregate of 9,745,128 shares (the “Shares”) of its common stock, par value $0.0001 per share. The Shares will be sold to the Underwriter at an offering price of $6.67 per share, less underwriting discounts and commissions. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
Gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, will be $65,000,004.00.
The offering of the Shares (the “Offering”) is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262528) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 18, 2022, which includes a base prospectus dated May 18, 2022 (the “Registration Statement”), as supplemented by a prospectus supplement dated November 4, 2022. The Offering is scheduled to close on or about November 8, 2022, subject to customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
A copy of the opinion and consent of Orrick, Herrington & Sutcliffe LLP relating to the validity of the Shares in connection with the Offering is filed herewith as Exhibit 5.1 and Exhibit 23.1, respectively.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated November 4, 2022, by and between BioAtla, Inc. and J.P. Morgan Securities LLC. | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP related to the Shares. | |
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |
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.
| Dated: November 7, 2022 | BIOATLA, INC. | |||||
| By: | /s/ Jay M. Short | |||||
| Name: | Jay M. Short | |||||
| Title: | Chief Executive Officer | |||||