UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 06, 2024 |
BIOATLA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39787 | 85-1922320 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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11085 Torreyana Road |
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San Diego, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 858 558-0708 |
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(Former Name or Former Address, if Changed Since Last Report)
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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| Trading |
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Common Stock, $0.0001 par value per share |
| BCAB |
| Nasdaq Global Market |
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, Upendar Golla filed a putative class action lawsuit against BioAtla, Inc. (the “Company”) and the members of its Board of Directors (the “Board”) in the Delaware Court of Chancery (the “2024 Delaware Litigation”). The lawsuit asserts claims on behalf of a putative class comprised of all stockholders other than defendants and is captioned Upendar Golla v. Jay Short et al., C.A. No. 2024-0100-JTL (Del. Ch.). In his complaint, Mr. Golla contends that certain provisions in the Company’s advance notice bylaws (the “Challenged Provisions”) are invalid and unenforceable and that the members of the Board have breached their fiduciary duties of care, loyalty and good faith by adopting the Challenged Provisions. In addition to seeking declaratory, equitable, and injunctive relief, Mr. Golla seeks an award of attorneys’ fees and other costs and expenses on behalf of the putative class.
While the 2024 Delaware Litigation is pending, the Board has determined that it will not enforce the Challenged Provisions for its upcoming 2024 annual meeting of stockholders (the “Annual Meeting”). Thus, in the event that any stockholder submits a proposal or director nominee for consideration by the Company’s stockholders at the Annual Meeting, the Company will refrain from enforcing the Challenged Provisions in the Company’s Amended and Restated Bylaws (the “Bylaws”) as follows:
For the avoidance of doubt, the Board reserves the right to waive compliance with any or all of the advance notice provisions of the Bylaws with respect to the Annual Meeting in its sole discretion. Except to the extent of the limited waiver set forth above or in any subsequent waiver approved by the Board, the requirements of the advance notice provisions of the Bylaws shall be in full force and effect for purposes of the Annual Meeting.
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: | February 12, 2024 | By: | /s/ Richard Waldron |
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| Richard Waldron |