Bioatla (BCAB) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled to reconvene virtually on January 26, 2026, to vote on a reverse stock split proposal for common stock at a ratio between 1-for-5 and 1-for-20, at the board's discretion prior to June 30, 2026.

• Previous meetings approved the issuance of 20% or more of outstanding common stock under certain agreements and the ability to adjourn meetings to solicit additional proxies.

• The board unanimously recommends voting in favor of the reverse stock split proposal.

Voting matters and shareholder proposals

• The main proposal is to amend the certificate of incorporation to effect a reverse stock split within a specified range, with the exact ratio determined by the board.

• Stockholders previously approved the stock issuance proposal and the adjournment proposal; only the reverse stock split proposal remains for consideration.

• Approval of the reverse stock split requires an affirmative vote of two-thirds of the voting power present at the meeting.

• Proxies previously submitted for the original meeting will be used unless revoked, and stockholders can change their vote before the reconvened meeting.

Board of directors and corporate governance

• The board authorized the issuance of a Super-Voting Share to the CEO, which mirrors the common stock vote and is only used for the reverse stock split proposal.

• Only stockholders of record as of January 12, 2026, are entitled to vote at the reconvened meeting.