Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Entity File Number | 001-39787 | |
Entity Registrant Name | BIOATLA, INC. | |
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 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | BCAB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001826892 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 47,935,808 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 141,282 | $ 215,507 |
Prepaid expenses and other current assets | 6,229 | 4,924 |
Total current assets | 147,511 | 220,431 |
Property and equipment, net | 1,965 | 2,728 |
Operating lease right-of-use asset, net | 1,732 | 2,423 |
Other assets | 154 | 154 |
Total assets | 151,362 | 225,736 |
Current liabilities: | ||
Accounts payable and accrued expenses | 34,006 | 21,610 |
Operating lease liabilities | 1,596 | 1,521 |
Total current liabilities | 35,602 | 23,131 |
Operating lease liabilities, less current portion | 1,251 | 2,460 |
Liability to licensor | 19,806 | 19,806 |
Total liabilities | 56,659 | 45,397 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 200,000,000 shares authorized at September 30, 2023 and December 31, 2022; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock value | 5 | 5 |
Additional paid-in capital | 484,036 | 473,135 |
Accumulated deficit | (389,338) | (292,801) |
Total stockholders’ equity | 94,703 | 180,339 |
Total liabilities and stockholders’ equity | 151,362 | 225,736 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 47,907,395 | 46,336,166 |
Common stock, shares outstanding (in shares) | 47,907,395 | 46,336,166 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 15,368,569 | 15,368,569 |
Common stock, shares issued (in shares) | 0 | 1,211,959 |
Common stock, shares outstanding (in shares) | 0 | 1,211,959 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development expense | $ 28,400 | $ 19,839 | $ 81,057 | $ 57,473 |
General and administrative expense | 6,620 | 6,340 | 20,094 | 22,107 |
Total operating expenses | 35,020 | 26,179 | 101,151 | 79,580 |
Loss from operations | (35,020) | (26,179) | (101,151) | (79,580) |
Other income (expense): | ||||
Interest income | 1,734 | 370 | 4,674 | 601 |
Other income (expense) | (39) | 30 | (60) | 40 |
Total other income | 1,695 | 400 | 4,614 | 641 |
Net loss and comprehensive loss | $ (33,325) | $ (25,779) | $ (96,537) | $ (78,939) |
Net loss per common share, basic | $ (0.7) | $ (0.69) | $ (2.02) | $ (2.11) |
Net loss per common share, diluted | $ (0.7) | $ (0.69) | $ (2.02) | $ (2.11) |
Weighted-average shares of common stock outstanding, basic | 47,834,122 | 37,516,769 | 47,707,259 | 37,420,531 |
Weighted-average shares of common stock outstanding, diluted | 47,834,122 | 37,516,769 | 47,707,259 | 37,420,531 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Class B Common Stock | Common Stock | Additional Paid-In Capital | Accumulate Deficit |
Beginning balance at Dec. 31, 2021 | $ 210,821 | $ 4 | $ 397,136 | $ (186,319) | |
Beginning balance, share at Dec. 31, 2021 | 1,492,059 | 35,799,233 | |||
Stock-based compensation expense | 11,062 | 11,062 | |||
Issuance of common stock under equity incentive plans, share | 276,502 | ||||
Stock Issued During Period Shares Conversion Of Class B Common Stock | (280,100) | 280,100 | |||
Issuance of common stock for Employee Stock Purchase Plan | 19 | 19 | |||
Issuance of common stock for Employee Stock Purchase Plan, shares | 9,482 | ||||
Taxes related to net share settlement of equity awards | (329) | (329) | |||
Net loss | (78,939) | (78,939) | |||
Ending balance at Sep. 30, 2022 | 142,634 | $ 4 | 407,888 | (265,258) | |
Ending balance, share at Sep. 30, 2022 | 1,211,959 | 36,365,317 | |||
Beginning balance at Jun. 30, 2022 | 164,952 | $ 4 | 404,427 | (239,479) | |
Beginning balance, share at Jun. 30, 2022 | 1,492,059 | 35,993,458 | |||
Stock-based compensation expense | 3,588 | 3,588 | |||
Issuance of common stock under equity incentive plans, share | 91,759 | ||||
Stock Issued During Period Shares Conversion Of Class B Common Stock | (280,100) | 280,100 | |||
Taxes related to net share settlement of equity awards | (127) | (127) | |||
Net loss | (25,779) | (25,779) | |||
Ending balance at Sep. 30, 2022 | 142,634 | $ 4 | 407,888 | (265,258) | |
Ending balance, share at Sep. 30, 2022 | 1,211,959 | 36,365,317 | |||
Beginning balance at Dec. 31, 2022 | 180,339 | $ 5 | 473,135 | (292,801) | |
Beginning balance, share at Dec. 31, 2022 | 1,211,959 | 46,336,166 | |||
Stock-based compensation expense | 10,806 | 10,806 | |||
Issuance of common stock under equity incentive plans, share | 268,009 | ||||
Issuance of common stock for Employee Stock Purchase Plan | 187 | 187 | |||
Issuance of common stock for Employee Stock Purchase Plan, shares | 56,793 | ||||
Issuance of common stock for director compensation, shares | 34,468 | ||||
Issuance of common stock for director compensation | 81 | 81 | |||
Taxes related to net share settlement of equity awards | (173) | (173) | |||
Conversion of Class B common stock, shares | (1,211,959) | 1,211,959 | |||
Net loss | (96,537) | (96,537) | |||
Ending balance at Sep. 30, 2023 | 94,703 | $ 5 | 484,036 | (389,338) | |
Ending balance, share at Sep. 30, 2023 | 0 | 47,907,395 | |||
Beginning balance at Jun. 30, 2023 | 124,516 | $ 5 | 480,524 | (356,013) | |
Beginning balance, share at Jun. 30, 2023 | 47,803,306 | ||||
Stock-based compensation expense | 3,517 | 3,517 | |||
Issuance of common stock under equity incentive plans, share | 88,428 | ||||
Issuance of common stock for Employee Stock Purchase Plan | 14 | 14 | |||
Issuance of common stock for Employee Stock Purchase Plan, shares | 0 | ||||
Issuance of common stock for director compensation, shares | 15,661 | ||||
Issuance of common stock for director compensation | 27 | 27 | |||
Taxes related to net share settlement of equity awards | (46) | (46) | |||
Net loss | (33,325) | (33,325) | |||
Ending balance at Sep. 30, 2023 | $ 94,703 | $ 5 | $ 484,036 | $ (389,338) | |
Ending balance, share at Sep. 30, 2023 | 0 | 47,907,395 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (96,537) | $ (78,939) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 853 | 901 |
Loss on disposal of property and equipment | 0 | 6 |
Stock-based compensation | 10,806 | 11,062 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,305) | (2,876) |
Accounts payable and accrued expenses | 12,533 | 4,146 |
Right-of-use assets and lease liabilities, net | (443) | (373) |
Net cash used in operating activities | (74,093) | (66,073) |
Cash flows from investing activities | ||
Purchases of property and equipment | (90) | (237) |
Proceeds from sale of property and equipment | 0 | 3 |
Net cash used in investing activities | (90) | (234) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 187 | 19 |
Payments for taxes related to net settlement of equity awards | (229) | (571) |
Net cash used in financing activities | (42) | (552) |
Net decrease in cash and cash equivalents | (74,225) | (66,859) |
Cash and cash equivalents, beginning of period | 215,507 | 244,979 |
Cash and cash equivalents, end of period | 141,282 | 178,120 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment additions included in accounts payable and accrued expenses | 0 | 1 |
Tax related to net settlement of equity awards included in accounts payable and accrued expenses | $ 11 | $ 49 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (the “Company”). The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”). CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue. The Company is currently in clinical development of its two lead CAB antibody drug conjugates targeting AXL and ROR2 receptors, its CAB immune-oncology antibody targeting CTLA-4 and its CAB BiSpecific targeting EpCAM. Basis of Presentation The unaudited condensed financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements. These unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 , included in its Annual Report on Form 10-K filed with the SEC on March 23, 2023. Liquidity and Going Concern The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues development of its product candidates. As of September 30, 2023, the Company had an accumulated deficit of $ 389.3 million . The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. In January 2023, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC pursuant to which the Company may, from time to time at its sole discretion, sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $ 100.0 million. The Company has not sold any shares of its common stock under the Sales Agreement as of September 30, 2023. Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management’s assessment included the preparation of cash flow forecasts resulting in management’s conclusion that there is not substantial doubt about the Company’s ability to continue as a going concern as its current cash and cash equivalents will be sufficient to fund the Company’s operations for a period of at least one year from the issuance date of these unaudited condensed financial statements. Use of Estimates The preparation of the Company’s condensed financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes. The most significant estimates in the Company’s condensed financial statements relate to accruals for research and development costs, and equity-based compensation. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of highly rated securities including U.S. Government and U.S. Treasury money market funds, which are unrestricted as to withdrawal or use. The cash and cash equivalents balance as of September 30, 2023 and 2022 includes $ 0.1 million and $ 0 , respectively, invested in U.S. Government and U.S. Treasury money market funds. Concentrations of Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and may invest cash that is not required for immediate operating needs in highly liquid instruments that bear minimal risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model. Prior to the Company’s IPO, the fair value of RSUs was based on the estimated fair value of the underlying common stock on the date of grant and, subsequent to the Company’s IPO, the fair value is based on the closing sales price of the Company’s common stock on the date of grant. Equity award forfeitures are recognized as they occur. Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Variable lease costs are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred. The Company has a single lease agreement with lease and non-lease components, which are accounted for as a single lease component. Payments for short-term leases, defined as leases with a term of twelve months or less, are expensed on a straight-line basis over the lease term. The Company does not currently have any short-term leases. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s balance sheets. The Company does not have any finance leases. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of RSUs, common stock options outstanding under the Company’s stock option plan, and contingently issuable shares under the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents): As of September 30, 2023 2022 Common stock options 6,362,386 2,718,930 Restricted stock units 161,219 629,007 ESPP shares 124,969 115,783 Total 6,648,574 3,463,720 Recent Accounting Pronouncements There were no new accounting standards that had a material impact on the Company’s financial statements during the three or nine months ended September 30, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of September 30, 2023 that the Company expects to have a material impact on its financial statements. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Prepaid research and development $ 5,143 $ 4,385 Prepaid insurance 532 — Other prepaid expenses and current assets 554 539 Total $ 6,229 $ 4,924 Property and equipment consist of the following (in thousands): Useful life September 30, December 31, Furniture, fixtures and office equipment 3 - 7 $ 2,147 $ 2,140 Laboratory equipment 5 2,349 2,265 Leasehold improvements 2 - 3 3,687 3,687 8,183 8,092 Less accumulated depreciation and amortization ( 6,218 ) ( 5,364 ) Total $ 1,965 $ 2,728 Accounts payable and accrued expenses consist of the following (in thousands): September 30, December 31, Accounts payable $ 6,293 $ 4,231 Accrued compensation 2,967 3,451 Accrued research and development 24,204 12,649 Other accrued expenses 542 1,279 Total $ 34,006 $ 21,610 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The carrying amounts of the Company’s current financial assets and current financial liabilities, including cash and cash equivalents, are considered to be representative of their respective fair values because of the short-term nature of those instruments. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of September 30, 2023 and December 31, 2022, the Company had $ 0.1 million and $ 0 , respectively, invested in U.S. Government and U.S. Treasury money market funds which are recorded as cash equivalents and represent a Level 1 measurement within the fair value hierarchy. None of the Company’s non-financial assets and liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 4. Leases The Company has a single operating lease for its corporate headquarters and laboratory space in San Diego, California. The lease expires in July 2025 and the Company has an option to extend the term of the lease for an additional five years . Additionally, the lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs. The components of lease expense included in the Company’s statements of operations and loss include (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense $ 261 $ 261 $ 782 $ 782 Variable lease expense 147 132 401 328 Total lease expense, net $ 408 $ 393 $ 1,183 $ 1,110 Variable lease costs are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses. The Company did not have any short-term leases or finance leases for the three and nine months ended September 30, 2023 and 2022, respectively. The weighted average remaining lease term and weighted average discount rate for operating leases were as follows: As of September 30, 2023 2022 Weighted average remaining lease term (in years) 1.75 2.75 Weighted average discount rate percentage 3.50 % 3.50 % Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of operating leases $ 411 $ 401 $ 1,226 $ 1,155 As of September 30, 2023, future minimum payments under the Company’s non-cancelable operating lease under ASC 842 were as follows (in thousands): Operating Three months ending December 31, 2023 $ 411 2024 1,685 2025 845 Thereafter — Total future lease payments 2,941 Less: imputed interest ( 94 ) Total operating lease liabilities $ 2,847 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company is not currently a party to any legal proceedings the outcome of which the Company believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity 2020 Equity Incentive Plan The Company may grant awards of common stock under the 2020 Equity Incentive Plan (the “2020 Plan”) 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 September 30, 2023 and December 31, 2022 , the total number of common shares authorized for issuance under the 2020 Plan was 9,196,970 and 7,658,509 , respective ly. 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. Stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 1,321 $ 1,427 $ 4,322 $ 4,125 General and administrative 2,196 2,161 6,484 6,937 Total $ 3,517 $ 3,588 $ 10,806 $ 11,062 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 nine months ended September 30, 2023 , the Company issued 34,468 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 $ 27,000 and $ 80,000 for the three and nine months ended September 30, 2023, respectively. The following table summarizes RSU activity under the 2020 Plan for the nine months ended September 30, 2023: Number of Weighted - Average Outstanding at December 31, 2022 510,039 $ 18.00 Granted 34,468 $ 2.32 Vested ( 361,412 ) $ 16.50 Forfeited ( 21,876 ) $ 18.00 Outstanding at September 30, 2023 161,219 $ 18.00 As of September 30, 2023, total unrecognized stock-based compensation expense for RSUs was $ 2.9 million , which is expected to be recognized over a remaining weighted-average period of approximately 0.8 years . Stock Options The following table summarizes stock option activity under the 2020 Plan for the nine months ended September 30, 2023: Number of Weighted - Average Weighted -Average Aggregate Balance at December 31, 2022 2,736,918 $ 13.82 8.82 $ 3,636,148 Granted 4,006,395 $ 3.75 Exercised — $ — Forfeited ( 364,018 ) $ 7.22 Expired ( 16,909 ) $ 22.44 Balance at September 30, 2023 6,362,386 $ 7.83 8.76 Vested and expected to vest at September 30, 2023 6,362,386 $ 7.83 8.76 $ — Exercisable at September 30, 2023 1,364,478 $ 15.60 7.45 $ — As of September 30, 2023 , total unrecognized stock-based compensation cost for unvested common stock options was $ 17.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.0 years. The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2023 was $ 2.62 per share. The total fair value of options vested during the nine months ended September 30, 2023 was $5.7 million. 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. The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows: Nine Months Ended 2023 2022 Expected volatility 77.9 % 74.8 % Risk-free interest rate 3.88 % 2.05 % 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 The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. As of September 30, 2023 and December 31, 2022, a total of 1,737,098 shares 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). The Company issued 56,793 and 9,482 shares of common stock under the ESPP during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, 1,521,559 shares o f common stock remained available for issuance under the ESPP. Stock-based compensation expense related to the ESPP for the three and nine months ended September 30, 2023 and 2022 was immaterial. Common Stock Reserved for Future Issuance Common stock reserved for future issuance are as follows in common equivalent shares: September 30, December 31, Common stock options and restricted stock units issued and outstanding 6,523,605 3,246,957 Awards available for future issuance under the 2020 Plan 912,955 3,012,554 Awards available for future issuance under the ESPP 1,521,559 1,070,402 Total common stock reserved for future issuance 8,958,119 7,329,913 |
Collaboration, License and Opti
Collaboration, License and Option Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration License And Option Agreements [Abstract] | |
Collaboration, License and Option Agreements | 7. Collaboration, License and Option Agreements BeiGene In April 2019, the Company entered into a Global Co-Development and Collaboration agreement (the “BeiGene Collaboration”) with BeiGene, Ltd. and BeiGene Switzerland GmbH (collectively “BeiGene”), for the development, manufacturing and commercialization of the Company’s investigational CAB CTLA-4 antibody (BA3071). The BeiGene Collaboration was amended several times between 2019 and 2021 and the Company received a total of $ 25.0 million in non-refundable payments from BeiGene during that time. In November 2021, the BeiGene Collaboration was terminated, subject to survival of certain provisions, and BeiGene handed back rights to know-how and materials received under the amended BeiGene Collaboration. As a result, the Company is responsible for the global development and commercialization of BA3071. As consideration for this amendment, the Company agreed to pay BeiGene mid-single digit royalties on sales worldwide and on a limited basis will share in any upfront and milestone payments received through a sublicense of BA3071. The Company reclassified its then remaining $ 19.8 million of deferred revenue as a long-term liability which is expected to settle as licensing payments are made to BeiGene in accordance with the resulting amendment. In the event the license is terminated, the liability will be extinguished with no further payment to BeiGene. For the three and nine months ended September 30, 2023 and 2022 , the Company did no t recognize any revenue related to the collaboration agreement with BeiGene. The Company had a $ 19.8 million liability to licensor as of September 30, 2023 and December 31, 2022. Service Contracts Prior to developing its own programs, the Company entered into various fixed price research service contracts. In connection with these service contracts, the Company may receive future milestone payments if certain clinical, regulatory and commercialization milestones are achieved. The Company is also eligible to receive royalties based on certain product sales. The Company did no t recognize any revenue related to its legacy service contracts during the three and nine months ended September 30, 2023 or 2022. BMS Collaboration In January 2022, the Company and Bristol-Myers Squibb Company (“BMS”) entered into a clinical trial collaboration and supply agreement (the “BMS Agreement”). Under the terms of the BMS Agreement, BioAtla and BMS will collaborate on clinical trials of separate combination therapies using two of BioAtla’s Conditionally Active Biologic Antibody Drug Conjugates, BA3011 and BA3021, each in combination with Opdivo® (nivolumab), BMS’ proprietary anti-PD-1 monoclonal antibody product. The Company will serve as the study sponsor of the scheduled studies and will be responsible for costs associated with the trial execution. BMS will provide Opdivo® clinical drug supply at no cost for the combination study trials. After the completion of the combination therapy trials, the Company is obligated to provide BMS with a final report of the data resulting from the trial. The BMS Agreement was amended in October 2022 to include additional territories for our BA3011 and BA3021 combination study trials. There was no impact to the Company's financial results for the three and nine months ended September 30, 2023 and 2022 as a result of this agreement. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 8. Related Party Transactions Himalaya Therapeutics SEZC Clinical Trial Services Agreement In April 2022, the Company entered into a Clinical Trial Agreement with Himalaya Therapeutics SEZC. Under the agreement, Himalaya Therapeutics SEZC agreed to provide services related to the initiation of clinical trials for BA3011 in the People’s Republic of China. For the first year following effectiveness of the agreement, the Company has agreed to pay Himalaya Therapeutics SEZC for the full-time use of two of its personnel. Payments are due and payable by BioAtla to Himalaya Therapeutics SEZC on a quarterly calendar basis and are non-refundable. The Company made its final payment under the agreement in January 2023. For the three and nine months ended September 30, 2023 , the Company recognized $ 0 and $ 0.1 million, respectively, in research and development expense related to the agreement, compared to $ 0.1 million and $ 0.3 million, for the three and nine months ended September 30, 2022, respectively. The Company did not have any amounts due from or due to Himalaya Therapeutics SEZC as of September 30, 2023 . |
401(k) Plan
401(k) Plan | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 9. 401(k) Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain matching contributions to the 401(k) plan. To date, the Company has no t made any matching contributions. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | Organization BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (the “Company”). The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”). CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue. The Company is currently in clinical development of its two lead CAB antibody drug conjugates targeting AXL and ROR2 receptors, its CAB immune-oncology antibody targeting CTLA-4 and its CAB BiSpecific targeting EpCAM. |
Basis of Presentation | Basis of Presentation The unaudited condensed financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements. These unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 , included in its Annual Report on Form 10-K filed with the SEC on March 23, 2023. |
Liquidity and Going Concern | Liquidity and Going Concern The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues development of its product candidates. As of September 30, 2023, the Company had an accumulated deficit of $ 389.3 million . The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects. In January 2023, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC pursuant to which the Company may, from time to time at its sole discretion, sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $ 100.0 million. The Company has not sold any shares of its common stock under the Sales Agreement as of September 30, 2023. Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management’s assessment included the preparation of cash flow forecasts resulting in management’s conclusion that there is not substantial doubt about the Company’s ability to continue as a going concern as its current cash and cash equivalents will be sufficient to fund the Company’s operations for a period of at least one year from the issuance date of these unaudited condensed financial statements. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes. The most significant estimates in the Company’s condensed financial statements relate to accruals for research and development costs, and equity-based compensation. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of highly rated securities including U.S. Government and U.S. Treasury money market funds, which are unrestricted as to withdrawal or use. The cash and cash equivalents balance as of September 30, 2023 and 2022 includes $ 0.1 million and $ 0 , respectively, invested in U.S. Government and U.S. Treasury money market funds. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and may invest cash that is not required for immediate operating needs in highly liquid instruments that bear minimal risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model. Prior to the Company’s IPO, the fair value of RSUs was based on the estimated fair value of the underlying common stock on the date of grant and, subsequent to the Company’s IPO, the fair value is based on the closing sales price of the Company’s common stock on the date of grant. Equity award forfeitures are recognized as they occur. |
Leases | Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Variable lease costs are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred. The Company has a single lease agreement with lease and non-lease components, which are accounted for as a single lease component. Payments for short-term leases, defined as leases with a term of twelve months or less, are expensed on a straight-line basis over the lease term. The Company does not currently have any short-term leases. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s balance sheets. The Company does not have any finance leases. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of RSUs, common stock options outstanding under the Company’s stock option plan, and contingently issuable shares under the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents): As of September 30, 2023 2022 Common stock options 6,362,386 2,718,930 Restricted stock units 161,219 629,007 ESPP shares 124,969 115,783 Total 6,648,574 3,463,720 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting standards that had a material impact on the Company’s financial statements during the three or nine months ended September 30, 2023, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of September 30, 2023 that the Company expects to have a material impact on its financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents): As of September 30, 2023 2022 Common stock options 6,362,386 2,718,930 Restricted stock units 161,219 629,007 ESPP shares 124,969 115,783 Total 6,648,574 3,463,720 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule Of Prepaid Expenses Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Prepaid research and development $ 5,143 $ 4,385 Prepaid insurance 532 — Other prepaid expenses and current assets 554 539 Total $ 6,229 $ 4,924 |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Useful life September 30, December 31, Furniture, fixtures and office equipment 3 - 7 $ 2,147 $ 2,140 Laboratory equipment 5 2,349 2,265 Leasehold improvements 2 - 3 3,687 3,687 8,183 8,092 Less accumulated depreciation and amortization ( 6,218 ) ( 5,364 ) Total $ 1,965 $ 2,728 |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): September 30, December 31, Accounts payable $ 6,293 $ 4,231 Accrued compensation 2,967 3,451 Accrued research and development 24,204 12,649 Other accrued expenses 542 1,279 Total $ 34,006 $ 21,610 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Components of Lease Expense | The components of lease expense included in the Company’s statements of operations and loss include (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense $ 261 $ 261 $ 782 $ 782 Variable lease expense 147 132 401 328 Total lease expense, net $ 408 $ 393 $ 1,183 $ 1,110 |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate | The weighted average remaining lease term and weighted average discount rate for operating leases were as follows: As of September 30, 2023 2022 Weighted average remaining lease term (in years) 1.75 2.75 Weighted average discount rate percentage 3.50 % 3.50 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of operating leases $ 411 $ 401 $ 1,226 $ 1,155 |
Maturities of Operating Lease Liabilities | As of September 30, 2023, future minimum payments under the Company’s non-cancelable operating lease under ASC 842 were as follows (in thousands): Operating Three months ending December 31, 2023 $ 411 2024 1,685 2025 845 Thereafter — Total future lease payments 2,941 Less: imputed interest ( 94 ) Total operating lease liabilities $ 2,847 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 1,321 $ 1,427 $ 4,322 $ 4,125 General and administrative 2,196 2,161 6,484 6,937 Total $ 3,517 $ 3,588 $ 10,806 $ 11,062 |
Summary of Restricted Stock Units | The following table summarizes RSU activity under the 2020 Plan for the nine months ended September 30, 2023: Number of Weighted - Average Outstanding at December 31, 2022 510,039 $ 18.00 Granted 34,468 $ 2.32 Vested ( 361,412 ) $ 16.50 Forfeited ( 21,876 ) $ 18.00 Outstanding at September 30, 2023 161,219 $ 18.00 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the 2020 Plan for the nine months ended September 30, 2023: Number of Weighted - Average Weighted -Average Aggregate Balance at December 31, 2022 2,736,918 $ 13.82 8.82 $ 3,636,148 Granted 4,006,395 $ 3.75 Exercised — $ — Forfeited ( 364,018 ) $ 7.22 Expired ( 16,909 ) $ 22.44 Balance at September 30, 2023 6,362,386 $ 7.83 8.76 Vested and expected to vest at September 30, 2023 6,362,386 $ 7.83 8.76 $ — Exercisable at September 30, 2023 1,364,478 $ 15.60 7.45 $ — |
Summary of Assumptions Used in Black-Scholes Model | The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows: Nine Months Ended 2023 2022 Expected volatility 77.9 % 74.8 % Risk-free interest rate 3.88 % 2.05 % Expected dividend yield 0.0 % 0.0 % Expected term 6.05 years 6.04 years |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance are as follows in common equivalent shares: September 30, December 31, Common stock options and restricted stock units issued and outstanding 6,523,605 3,246,957 Awards available for future issuance under the 2020 Plan 912,955 3,012,554 Awards available for future issuance under the ESPP 1,521,559 1,070,402 Total common stock reserved for future issuance 8,958,119 7,329,913 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Entity incorporation state country code | DE | ||
Company formation date | 2007-03 | ||
Accumulated deficit | $ (389,338) | $ (292,801) | |
Aggregate potential future gross sale proceeds | $ 100,000 | ||
Cash and cash equivalents | $ 100 | $ 0 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 6,648,574 | 3,463,720 |
Common Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 6,362,386 | 2,718,930 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 161,219 | 629,007 |
ESPP Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 124,969 | 115,783 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule Of Prepaid Expenses Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid research and development | $ 5,143 | $ 4,385 |
Prepaid insurance | 532 | 0 |
Other prepaid expenses and current assets | 554 | 539 |
Total | $ 6,229 | $ 4,924 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,183 | $ 8,092 |
Less accumulated depreciation and amortization | (6,218) | (5,364) |
Total | 1,965 | 2,728 |
Furniture Fixtures And Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,147 | 2,140 |
Furniture Fixtures And Office Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Furniture Fixtures And Office Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment useful life | 7 years | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment useful life | 5 years | |
Property, plant and equipment, gross | $ 2,349 | 2,265 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,687 | $ 3,687 |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment useful life | 2 years | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts payable | $ 6,293 | $ 4,231 |
Accrued compensation | 2,967 | 3,451 |
Accrued research and development | 24,204 | 12,649 |
Other accrued expenses | 542 | 1,279 |
Total | $ 34,006 | $ 21,610 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Cash and Cash Equivalents | $ 0.1 | $ 0 |
Leases (Additional Information)
Leases (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lessor Operating Leases Option To Extend | 5 years |
Lessor, Operating Lease, Option to Extend | The lease expires in July 2025 and the Company has an option to extend the term of the lease for an additional five years. Additionally, the lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs. |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 261 | $ 261 | $ 782 | $ 782 |
Variable lease expense | 147 | 132 | 401 | 328 |
Total lease expense, net | $ 408 | $ 393 | $ 1,183 | $ 1,110 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term And Weighted Average Discount Rate (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 1 year 9 months | 2 years 9 months |
Weighted average discount rate percentage | 3.50% | 3.50% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of operating leases | $ 411 | $ 401 | $ 1,226 | $ 1,155 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Three months ending December 31, 2023 | $ 411 |
2024 | 1,685 |
2025 | 845 |
Thereafter | 0 |
Total future lease payments | 2,941 |
Less: imputed interest | (94) |
Total operating lease liabilities | $ 2,847 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 26, 2023 | Jan. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||||||
Total number of common shares reserved for issuance | 8,958,119 | 8,958,119 | 7,329,913 | |||
Common Stock, Shares Authorized | 350,000,000 | 350,000,000 | 350,000,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 9 months 18 days | |||||
Equity Option | ||||||
Class Of Stock [Line Items] | ||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 17,600,000 | $ 17,600,000 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Weighted Average Grant Date Fair Value | $ 2.62 | |||||
Restricted Stock Units (RSUs) | ||||||
Class Of Stock [Line Items] | ||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 2,900,000 | $ 2,900,000 | ||||
Number of Shares, Vested | 361,412 | |||||
Compensation expense on issuance of director compensation | $ 27,000 | $ 80,000 | ||||
Restricted Stock Units (RSUs) | Board Of Directors | ||||||
Class Of Stock [Line Items] | ||||||
Number of Shares, Vested | 34,468 | |||||
2020 Equity Incentive Plan [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common shares authorized for issuance | 9,196,970 | 9,196,970 | 7,658,509 | |||
Shares available for awards, description | 4% | |||||
Vesting percentage | 25% | |||||
Vesting period | 36 months | |||||
Vesting terms, description | ten years | |||||
Modification of Two Thousand Twenty Equity Incentive Plan and certain awards [Member] | Equity Option | ||||||
Class Of Stock [Line Items] | ||||||
Share-Based Goods and Nonemployee Services Transaction, Modification of Terms, Incremental Compensation Cost | $ 123,000 | |||||
Modification of Two Thousand Twenty Equity Incentive Plan and certain awards [Member] | Equity Option | Board Of Directors | ||||||
Class Of Stock [Line Items] | ||||||
Number of options unvested on modification date, number of shares | 574,244 | |||||
Recalculated compensation cost of the modified options | $ 962,000 | |||||
RSUs fully vested on the modification date, number of shares | 130,699 | |||||
Modification of Two Thousand Twenty Equity Incentive Plan and certain awards [Member] | Restricted Stock Units (RSUs) | Board Of Directors | ||||||
Class Of Stock [Line Items] | ||||||
Recalculated compensation cost on the modified RSUs | $ 416,000 | |||||
RSUs unvested on modification date, number of shares | 139,730 | |||||
Employees Stock Purchase Plan [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Total number of common shares reserved for issuance | 1,521,559 | 1,521,559 | ||||
Common Stock, Shares Authorized | 1,737,098 | 1,737,098 | 1,229,148 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 15% | |||||
Share Based Compensation Arrangement By Share Based Payment Award Percentage Of Outstanding Stock Maximum | 1% | |||||
Increase in issuance of common stock | 929,658 | |||||
Common stock shares issued under ESPP | 56,793 | 9,482 | ||||
Class B Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 15,368,569 | 15,368,569 | 15,368,569 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | ||||
Stock-based compensation | $ 3,517 | $ 3,588 | $ 10,806 | $ 11,062 |
Research and Development Expense | ||||
Class Of Stock [Line Items] | ||||
Stock-based compensation | 1,321 | 1,427 | 4,322 | 4,125 |
General and Administrative Expense | ||||
Class Of Stock [Line Items] | ||||
Stock-based compensation | $ 2,196 | $ 2,161 | $ 6,484 | $ 6,937 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class Of Stock [Line Items] | |
Number of Outstanding Shares, Beginning Balance | shares | 510,039 |
Number of Shares, Granted | shares | 34,468 |
Number of Shares, Vested | shares | (361,412) |
Number of Shares, Forfeited | shares | (21,876) |
Number of Outstanding Shares, Ending Balance | shares | 161,219 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 18 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.32 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 16.5 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 18 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 18 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Activity (Details) - Equity Option - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 2,736,918 | |
Granted, Number of Shares | 4,006,395 | |
Forfeited, Number of Shares | (364,018) | |
Exercised, Number of Shares | 0 | |
Expired, Number of Shares | (16,909) | |
Number of Shares, Ending Balance | 6,362,386 | 2,736,918 |
Vested and expected to vest, Number of Shares | 6,362,386 | |
Exercisable, Number of Shares | 1,364,478 | |
Outstanding, Beginning Balance, Weighted-Average Exercise Price per Share | $ 13.82 | |
Granted, Weighted-Average Exercise Price per Share | 3.75 | |
Forfeited, Weighted-Average Exercise Price per Share | 7.22 | |
Exercised, Weighted-Average Exercise Price per Share | 0 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | 22.44 | |
Outstanding, Ending Balance, Weighted-Average Exercise Price per Share | $ / shares | 7.83 | $ 13.82 |
Vested and expected to vest, Weighted-Average Exercise Price per Share | 7.83 | |
Exercisable Weighted-Average Exercise Price per Share | $ 15.6 | |
Outstanding, Weighted-Average Remaining Contractual Term (years) | 8 years 9 months 3 days | 8 years 9 months 25 days |
Vested and expected to vest, Weighted-Average Remaining Contractual Term (years) | 8 years 9 months 3 days | |
Exercisable, Weighted-Average Remaining Contractual Term (years) | 7 years 5 months 12 days | |
Outstanding, Aggregate Intrinsic Value | $ 3,636,148 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Assumptions Used in Black-Scholes Model (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Expected volatility | 77.90% | 74.80% |
Risk-free interest rate | 3.88% | 2.05% |
Expected dividend yield | 0% | 0% |
Expected term | 6 years 18 days | 6 years 14 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Common Stock, Shares, Issued | 47,907,395 | 46,336,166 |
Common Stock, Shares, Outstanding | 47,907,395 | 46,336,166 |
Total number of common shares reserved for issuance | 8,958,119 | 7,329,913 |
Common Stock Options and Restricted Stock Units [Member] | ||
Class Of Stock [Line Items] | ||
Common Stock, Shares, Issued | 6,523,605 | 3,246,957 |
Common Stock, Shares, Outstanding | 6,523,605 | 3,246,957 |
2020 Plan [Member] | ||
Class Of Stock [Line Items] | ||
Awards available for future issuance | 912,955 | 3,012,554 |
Employees Stock Purchase Plan [Member] | ||
Class Of Stock [Line Items] | ||
Awards available for future issuance | 1,521,559 | 1,070,402 |
Total number of common shares reserved for issuance | 1,521,559 |
Collaboration, License and Op_2
Collaboration, License and Option Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||||
Nov. 18, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration Amendment Date | 2019-04 | |||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Liability to licensor | 19,806,000 | $ 19,806,000 | $ 19,806,000 | |||||
BeiGene | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration Amendment Date | 2021-11 | |||||||
Upfront Non-Refundable Payment | $ 25,000,000 | |||||||
Revenues | 0 | $ 0 | $ 0 | $ 0 | ||||
Current portion of deferred revenue | $ 19,800,000 | |||||||
License termination information, Description | In the event the license is terminated, the liability will be extinguished with no further payment to BeiGene. | |||||||
Liability to licensor | $ 19,800,000 | $ 19,800,000 | $ 19,800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Research and development expense | $ 28,400 | $ 19,839 | $ 81,057 | $ 57,473 |
Himalaya Therapeutics SEZC | ||||
Related Party Transaction [Line Items] | ||||
Description of agreement with related party | In April 2022, the Company entered into a Clinical Trial Agreement with Himalaya Therapeutics SEZC. Under the agreement, Himalaya Therapeutics SEZC agreed to provide services related to the initiation of clinical trials for BA3011 in the People’s Republic of China. For the first year following effectiveness of the agreement, the Company has agreed to pay Himalaya Therapeutics SEZC for the full-time use of two of its personnel. Payments are due and payable by BioAtla to Himalaya Therapeutics SEZC on a quarterly calendar basis and are non-refundable. The Company made its final payment under the agreement in January 2023. For the three and nine months ended September 30, 2023, the Company recognized $0 and $0.1 million, respectively, in research and development expense related to the agreement, compared to $0.1 million and $0.3 million, for the three and nine months ended September 30, 2022, respectively. The Company did not have any amounts due from or due to Himalaya Therapeutics SEZC as of September 30, 2023. | |||
Research and development expense | $ 0 | $ 100 | $ 100 | $ 300 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Contributions made by Company | $ 0 |