BioAtla agrees to about $9.2 million registered direct offering at $0.9520

BioAtla, Inc. (Nasdaq: BCAB) said on December 20, 2024 that it had entered into definitive agreements with certain institutional investors to sell 9,679,158 shares of common stock in a registered direct offering. Each share carries a warrant to buy one share at an exercise price of $1.19. The combined price per share and warrant is $0.9520. The warrants become exercisable six months after issuance and expire 5.5 years after issuance. The release says gross proceeds are expected to be about $9.2 million, before offering expenses.

The offering uses a Form S-3 shelf registration statement, File No. 333-262528, declared effective on May 18, 2022, and a prospectus supplement dated December 19, 2024. The closing was expected on or about December 20, 2024.

Banks, advisers and counsel

Tungsten Advisors, through its broker-dealer Finalis Securities LLC, acted as sole placement agent. The prospectus supplement says BioAtla agreed to pay the placement agent cash fees and commissions equal to 6.0% of gross proceeds, plus out-of-pocket expenses. It shows placement agent fees of $552,874 on a total offering price of $9,214,558. The placement agent may be deemed an underwriter under the Securities Act, and its fees and any resale profit could be treated as underwriting compensation.

Orrick, Herrington & Sutcliffe LLP of San Francisco passed on the validity of the shares for the company. The release and the prospectus supplement do not name counsel to the placement agent. The company and its executive officers and directors agreed to lock-up restrictions with Tungsten Advisors, and the company agreed not to enter into variable rate transactions for 180 days.

Use of proceeds

The prospectus supplement puts net proceeds at about $8.5 million, after fees and expenses. BioAtla plans to use them with existing cash to fund research and development toward what the release calls key inflection points for its mid-stage T-cell engager and antibody drug conjugate programs. The first named readout is the Phase 1 dose escalation data for BA3182, expected in 2Q25. The Phase 2 expansion data for BA3182 and the Phase 2B data for mecbotamab vedotin in mutated KRAS non-small cell lung cancer are both expected in 1H26.

The prospectus supplement says management will retain broad discretion over the proceeds and could spend them in ways that do not improve results. The proceeds also support partnering activity and general corporate purposes.

The stock and the share count

The last reported sale price on the Nasdaq Global Market on December 19, 2024 was $1.19 per share. The warrant exercise price is the same figure, and the combined offering price of $0.9520 is below it. The prospectus supplement says 48,345,533 shares were outstanding on September 30, 2024, and that about 58,024,691 shares will be outstanding after the offering, assuming no warrant exercises. It also excludes 6,217,492 shares issuable on outstanding options.

The prospectus supplement puts the dilution in numbers. Its net tangible book value as of September 30, 2024 was $0.4593 per share, and the supplement says investors who buy in the offering would suffer immediate dilution of $0.4225 per share. It also says the warrants have no established trading market.

What the release leaves out

The release describes BioAtla as a global clinical-stage company and calls the two programs mid-stage. The prospectus supplement describes BA3182 as in Phase 1, with the Phase 2 expansion still to come. The release gives no cash balance and no net loss figure. It also does not explain how the company will fund work beyond the readouts it names.

The disclosure leaves the central question open. The release names readouts for 2Q25 and 1H26 but does not say what they must show for the company to fund later work from the roughly $8.5 million net proceeds.

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