As filed with the Securities and Exchange Commission on March 24, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BioAtla, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 85-1922320 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
2020 Equity Incentive Plan
Employee Stock Purchase Plan
(Full title of the plans)
Jay M. Short, Ph.D.
Chairman and Chief Executive Officer
BioAtla, Inc.
11085 Torreyana Road
San Diego, California 92121
(858) 558-0708
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
David Schulman, Esq.
Niki Fang, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate | Amount of Registration Fee | ||||
Common stock, $0.0001 par value per share | ||||||||
- Reserved for future issuance under the 2020 Equity Incentive Plan | 1,286,862(2) | $66.28(3) | $85,293,214 | $9,306 | ||||
- Reserved for future issuance the Employee Stock Purchase Plan | 369,164(4) | $56.34(5) | $20,798,700 | $2,270 | ||||
TOTAL | 1,656,026 | $106,091,914 | $11,576 | |||||
| ||||||||
| ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) shall also cover any additional shares of the common stock of BioAtla, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents 1,286,862 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) on January 1, 2021, pursuant to an annual “evergreen” increase provision contained in the ESPP. |
| (3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $66.28 was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Market on March 22, 2021. |
| (4) | Represents 369,164 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s Employee Stock Purchase Plan (the “ESPP”) on January 1, 2021, pursuant to an annual “evergreen” increase provision contained in the ESPP. |
| (5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $66.28, which was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Market on March 22, 2021. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,286,862 additional shares of common stock under the 2020 Plan and 369,164 additional shares of common stock under the ESPP pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on December 18, 2020 (Registration No. 333-251520).
Item 8. Exhibits.
The following exhibits are filed herewith:
| Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed | ||||||
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP | X | ||||||||||
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1) | X | ||||||||||
| 23.2 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement) | X | ||||||||||
| 99.1 | 2020 Equity Incentive Plan | S-1 | 333-250093 | 10.01 | 12/9/20 | |||||||
| 99.2 | Amendment Number 1 to 2020 Equity Incentive Plan | S-8 | 333-251520 | 99.2 | 12/18/20 | |||||||
| 99.3 | Employee Stock Purchase Plan | S-1 | 333-250093 | 10.01 | 12/9/20 | |||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 24, 2021.
| BIOATLA, INC. |
/s/ Jay M. Short, Ph.D. |
| Jay M. Short, Ph.D. |
| Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jay M. Short, Ph.D. and Richard A. Waldron, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
SIGNATURE | TITLE | DATE | ||
/S/Jay M. Short, Ph.D. | Chief Executive Officer and Director | March 24, 2021 | ||
| Jay M. Short, Ph.D. | (Principal Executive Officer) | |||
/S/ Richard A. Waldron | Chief Financial Officer | March 24, 2021 | ||
| Richard A. Waldron | (Principal Financial and Accounting Officer) | |||
/s/ Scott Smith | President and Director | March 24, 2021 | ||
| Scott Smith | ||||
/s/Priyanka Belawat, Ph.D. | Director | March 24, 2021 | ||
| Priyanka Belawat, Ph.D. | ||||
/s/ Guy Levy | Director | March 24, 2021 | ||
| Guy Levy | ||||
/s/ Lawrence Steinman | Director | March 24, 2021 | ||
| Lawrence Steinman | ||||
/s/ Mary Ann Gray, Ph.D. | Director | March 24, 2021 | ||
| Mary Ann Gray, Ph.D. | ||||
/s/ Susan Moran, M.D. | Director | March 24, 2021 | ||
| Susan Moran, M.D. | ||||
