Bioatla (BCAB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 4, 2026, to vote on a merger with a wholly owned subsidiary, effecting a 1-for-50 share consolidation to address Nasdaq listing requirements.

• The merger aims to increase the per-share market price above $1.00 to regain or maintain compliance with Nasdaq's Minimum Bid Price Requirement.

• If the merger is not approved, the company risks delisting from Nasdaq, which could negatively impact liquidity and business operations.

• The board unanimously recommends voting in favor of both the merger and the potential adjournment to solicit more proxies if needed.

Voting matters and shareholder proposals

• Proposal One: Approve and adopt the Agreement and Plan of Merger, resulting in a 1-for-50 share consolidation.

• Proposal Two: Authorize adjournment of the meeting to solicit additional proxies if necessary.

• Both proposals require a majority vote for approval; abstentions count as votes against Proposal One.

• Stockholder proposals for the 2026 annual meeting must be submitted by December 25, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Directors and officers before the merger will remain in their positions after the merger.

• The amended certificate of incorporation will remove supermajority requirements for certain amendments, aligning with Delaware law and simplifying governance.

• The board retains authority to fill vacancies and set the number of directors.