BioAtla SC 13D / Soleus Private Equity Fund I ownership change

BioAtla (BCAB) SC 13DBioAtla / Soleus Private Equity Fund I ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)

BioAtla, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

09077B104

(CUSIP Number)

Soleus Private Equity GP I, LLC

104 Field Point Road, 2^nd Floor

Greenwich, CT 06830

Attn: Steven J. Musumeci

(475) 208-3178

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS PRIVATE EQUITY FUND I, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS PRIVATE EQUITY GP I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS PE GP I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS CAPITAL MASTER FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS CAPITAL, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS CAPITAL GROUP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS SOLEUS BA SPV, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE


CUSIP No. 09077B104


1		NAME OF REPORTING PERSONS GUY LEVY
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES


CUSIP No. 09077B104

Item 1. Security and Issuer.

The title of the class of equity securities to which this statement relates is the common stock, par value $0.0001 per share (“Common Stock”), of BioAtla, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 11085 Torreyana Road, San Diego, CA 92121.

Item 2. Identity and Background.

(a) This statement is a joint filing by Soleus Private Equity Fund I, L.P. (“Soleus LP”), Soleus Private Equity GP I, LLC (“Soleus GP”), Soleus PE GP I, LLC (“Soleus PE GP”), Soleus Capital Master Fund, L.P. (“Master Fund”), Soleus Capital, LLC (“Soleus Capital”), Soleus Capital Group, LLC (“Soleus Capital Group”), Soleus BA SPV, LLC (“Soleus SPV”) and Guy Levy (each of the foregoing, individually, a “Reporting Person”, and collectively, the “Reporting Persons”).

Soleus PE GP is the sole manager of Soleus GP. Soleus GP is the sole general partner of Soleus LP. Mr. Guy Levy is the sole managing member of Soleus PE GP. Soleus GP holds voting and dispositive power over the shares held by Soleus LP. Each of Mr. Guy Levy, Soleus GP and Soleus PE GP disclaims beneficial ownership of the securities held by Soleus LP, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein.

Soleus Capital is the sole general partner of Master Fund. Soleus Capital Group is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of Soleus Capital Group. Soleus Capital holds voting and dispositive power over the shares held by Master Fund. Each of Mr. Guy Levy, Soleus Capital Group and Soleus Capital disclaims beneficial ownership of the securities held by Master Fund, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

Soleus PE GP is the sole manager of Soleus GP. Soleus GP is the sole managing member of Soleus SPV. Mr. Guy Levy is the sole managing member of Soleus PE GP. Soleus GP holds voting and dispositive power over the shares held by Soleus SPV. Each of Mr. Guy Levy, Soleus GP and Soleus PE GP disclaims beneficial ownership of the securities held by Soleus SPV, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

Each Reporting Person disclaims beneficial ownership of all securities reported herein except to the extent of such Reporting Person’s pecuniary interest therein and other than those securities reported herein as being held directly by such Reporting Person.

(b) The principal office and business address of the Reporting Persons is 104 Field Point Road, 2^nd Floor, Greenwich, CT 06830.

(c) The principal business of the Reporting Persons is to invest in equity and equity-related securities and other securities of any kind or nature. Mr. Levy is the sole managing member of Soleus PE GP and Soleus Capital Group, as well the founder, Chief Executive Officer and Chief Investment Officer of Soleus Capital Management, L.P., the investment manager of Soleus LP and Master Fund. Mr. Levy also serves as a member of the Board of Director of the Issuer, and he has served in that capacity since July 2020.

(d) and (e) The Reporting Persons have not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Soleus GP, Soleus PE GP, Soleus Capital, Soleus Capital Group and Soleus SPV is a Delaware limited liability company. Soleus LP is a Delaware limited partnership. Master Fund is a Cayman Islands limited partnership. Mr. Guy Levy is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to a Series D Preferred Stock Purchase Agreement, dated July 13, 2020 (the “Purchase Agreement”), among the Issuer and the investors signatory thereto, including Soleus LP, Soleus LP purchased from the Issuer an aggregate of 23,276,145 shares of the Series D Convertible Preferred Stock of the Issuer (“Series D Stock”) for a purchase price of $0.51554931 per share of Series D Stock and an aggregate purchase price of $12,000,000. On December 18, 2020, all of the shares of Series D Stock held by Soleus LP automatically converted into an aggregate of 1,790,472 shares of Common Stock as a result of the closing of the initial public offering of the Issuer (the “IPO”).

On December 18, 2020, in connection with the closing of the IPO, Master Fund purchased 1,055,557 shares of Common Stock for an aggregate purchase price of $19,000,026 (or $18.00 per share of Common Stock), and Soleus SPV purchased 333,333 shares of Common Stock for an aggregate purchase price of $5,999,994 (or $18.00 per share of Common Stock).

The sources of funds used for the above described purchases was the working capital of such Reporting Persons or their affiliates. None of the funds used in connection with such purchases were borrowed by the applicable Reporting Persons.

Item 4. Purpose of Transaction.

The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.

As noted above, Mr. Guy Levy has served as a member of the Board of Directors of the Issuer since July 2020. In his capacity as a director of the Issuer, Mr. Levy may be entitled to receive cash and/or equity compensation pursuant to the Issuer’s director compensation programs as may be in effect from time to time.

Except as set forth herein, the Reporting Persons have no present plan or proposal that relates to or would result in any other action specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 3,194,233 shares of Common Stock, representing approximately 9.93% of the outstanding shares of Common Stock (based upon 32,171,560 shares of Common Stock outstanding as of December 18, 2020 immediately following the completion of the IPO, including the exercise in full by the underwriters of their option to purchase additional shares of Common Stock, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on December 17 , 2020. Of the shares of Common Stock owned by the Reporting Persons: (A) 1,790,472 shares of Common Stock are held directly by Soleus LP, representing approximately 5.57% of the outstanding shares of Common Stock; (B) 1,055,557 shares of Common Stock are held directly by Master Fund, representing approximately 3.28% of the outstanding shares of Common Stock; (C) 333,333 shares of Common Stock are held directly by Soleus SPV, representing approximately 1.04% of the outstanding shares of Common Stock; and (D) 14,871 shares of Common Stock (consisting of 14,871 restricted stock units subject to vesting, with 33.3% of such restricted stock units vesting on December 7, 2021 and with the remainder vesting on a monthly basis over a period of 24 months thereafter) are held directly by Mr. Guy Levy, representing approximately 0.04% of the outstanding shares of Common Stock.

(b) Soleus GP is the sole general partner of Soleus LP, Soleus PE GP is the sole manager of Soleus GP, and Mr. Guy Levy is the sole managing member of Soleus PE GP. In such capacities, Soleus GP, Soleus PE GP and Mr. Guy Levy have the shared power to vote or to direct the vote, and to dispose or to direct the disposition of, all of the securities held by Soleus LP that are reported herein. However, each of Mr. Guy Levy, Soleus GP and Soleus PE GP disclaims beneficial ownership of the securities held by Soleus LP, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

Soleus Capital is the sole general partner of Master Fund, Soleus Capital Group is the sole managing member of Soleus Capital, and Mr. Guy Levy is the sole managing member of Soleus Capital Group. In such capacities, Soleus Capital, Soleus Capital Group and Mr. Guy Levy have the shared power to vote or to direct the vote, and to dispose or to direct the disposition of, all of the securities held by Master Fund that are reported herein, However, each of Mr. Guy Levy, Soleus Capital Group and Soleus Capital disclaims beneficial ownership of the securities held by Master Fund, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

Soleus GP is the sole managing member of Soleus SPV, Soleus PE GP is the sole manager of soleus GP, and Mr. Guy Levy is the sole managing member of Soleus PE GP. In such capacities, Soleus GP, Soleus PE GP and Mr. Guy Levy have the shared power to vote or to direct the vote, and to dispose or to direct the disposition of, all of the securities held by Soleus SPV that are reported herein. However, each of Mr. Guy Levy, Soleus GP and Soleus PE GP disclaims beneficial ownership of the securities held by Soleus SPV, and this report shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

(c) Other than the purchase of 1,055,557 shares of Common Stock by Master Fund for an aggregate purchase price of $19,000,026 (or $18.00 per share of Common Stock) in connection with the IPO on December 18, 2020, the purchase of 333,333 shares of Common Stock by Soleus SPV for an aggregate purchase price of $5,999,994 (or $18.00 per share of Common Stock) in connection with the IPO on December 18, 2020, the automatic conversion of all of the shares of the Series D Convertible Preferred Stock of the Issuer held by Soleus LP into 1,790,472 shares of Common Stock upon the closing of the IPO on December 18, 2020, and the grant of 14,871 restricted stock units to Mr. Guy Levy on December 7, 2020, no transactions in the Common Stock were effected by the Reporting Persons in the last 60 days.

(d) Under certain circumstances set forth in the limited partnership agreements and/or operating agreements, as applicable, of each of Soleus LP, Master Fund and Soleus SPV, the general partner, managing member, limited partners and/or members, as applicable, of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner or member, as applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer.

Purchase of Series D Preferred Stock

As described in Item 3 above, pursuant to the Purchase Agreement, on July 13, 2020 Soleus LP purchased from the Issuer an aggregate of 23,276,145 shares of Series D Stock for a purchase price of $0.51554931 per share of Series D Stock and an aggregate purchase price of $12,000,000. On December 18, 2020, all of the shares of Series D Stock held by Soleus LP automatically converted into an aggregate of 1,790,472 shares of Common Stock as a result of the closing of the IPO. The Issuer sold an aggregate of 140,626,711 shares of Series D Stock to the investors signatory to the Purchase Agreement for an aggregate purchase price of $72,500,000. Upon the closing of the transactions contemplated by the Purchase Agreement and pursuant to the Voting Agreement described below, Mr. Guy Levy was appointed to serve as a member of the Board of Directors of the Issuer.

In connection with the closing of financing transaction contemplated by the Purchase Agreement, the Issuer entered into an Investors’ Rights Agreement, a Voting Agreement, and a Right of First Refusal and Co-Sale Agreement with certain investors signatory to the Purchase Agreement, including Soleus LP, as well as certain other holders of Common Stock. The Right of First Refusal and Co-Sale Agreement provides for rights of first refusal and co-sale and drag-along rights in respect of sales by certain holders of the capital stock of the Issuer. The Voting Agreement contains provisions with respect to the elections of the Board of Directors of the Issuer and of its composition, including the right of Soleus LP to appoint a member of the Board of Directors. Upon the consummation of the IPO, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement each terminated.

The Investors’ Rights Agreement provides for certain demand and “piggy-back” registration rights, subject to customary conditions and limitations, which survive the completion of the IPO. These registration rights will terminate upon the earliest of (i) such date, on or after the completion of the IPO, on which all registrable shares held by Soleus LP may immediately be sold during any three-month period pursuant to Rule 144 promulgated under the Securities Act, (ii) the occurrence of a deemed liquidation event, as defined in the Issuer’s certificate of incorporation, as currently in effect and (iii) the fifth anniversary of the completion of the IPO. The terms and provisions of the Investor Rights Agreement are described more fully in the Issuer’s Registration Statement on Form S-1 (No. 333-250093) that was declared effective by the Securities and Exchange Commission on December 15, 2020 (the “Registration Statement”), and the above summary is qualified by reference to such description and the full text of the Investors’ Rights Agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference.

Lock-Up Agreement

In connection with the IPO, each of Soleus LP and Mr. Guy Levy has entered into a lock-up agreement, pursuant to which each such person agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer’s securities held by them for 180 days following the date of the final prospectus relating to the IPO. The foregoing restriction does not apply to the securities of the Issuer acquired in or following the IPO. The terms and provisions of such lock-up agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 hereto and is incorporated herein by reference.

Indemnification Agreement

The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including Mr. Guy Levy. The indemnification agreement requires the Issuer, among other things, to indemnify Mr. Levy for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by Mr. Levy in any action or proceeding arising out of his service as a director. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the indemnification agreement, a form of which is filed as Exhibit 4 hereto and is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.


Exhibit No.		Description

1.		Joint Filing Agreement, dated December 28, 2020, among the Reporting Persons.

2.		Investors’ Rights Agreement among the Issuer and the investors signatory thereto (filed as Exhibit 4.2 to the Registration Statement and incorporated herein by reference).

3.		Form of Lock-Up Agreement (included as Exhibit D to the form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement and incorporated herein by reference).

4.		Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.18 to the Registration Statement and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 28, 2020


SOLEUS PRIVATE EQUITY GP I, LLC

By:		Soleus PE GP I, LLC,
		Its Manager

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

SOLEUS PRIVATE EQUITY FUND I, L.P.

By:		Soleus Private Equity GP I, LLC,
		Its General Partner

By:		Soleus PE GP I, LLC,
		Its Manager

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

SOLEUS PE GP I, LLC

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

SOLEUS CAPITAL MASTER FUND, L.P.

By:		Soleus Capital, LLC,
		Its General Partner

By:		Soleus Capital Group, LLC,
		Its Managing Member

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

SOLEUS CAPITAL, LLC

By:		Soleus Capital Group, LLC,
		Its Managing Member

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member


SOLEUS CAPITAL GROUP, LLC

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

SOLEUS BA SPV, LLC

By:		Soleus Private Equity GP I, LLC,
		Its Managing Member

By:		Soleus PE GP I, LLC,
		Its Manager

By:		/s/ Guy Levy
Name:		Guy Levy
Title:		Managing Member

/s/ Guy Levy
Guy Levy

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,790,472

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,790,472