Bioatla (BCAB) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually to vote on a merger with a wholly owned subsidiary, effecting a 1-for-50 share consolidation to increase the per-share price and regain Nasdaq compliance.

• The Board recommends voting in favor of both the Merger Proposal and the Adjournment Proposal.

• The merger aims to maintain or reinstate Nasdaq listing, improve trading liquidity, and align governance with Delaware law.

• If the Merger Proposal fails, the company risks delisting, reduced liquidity, and may consider alternative strategic transactions.

Voting matters and shareholder proposals

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

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

• Both proposals are considered routine matters and require majority approval.

• Stockholders of record as of February 2, 2026, are eligible to vote, with one vote per share.

• 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 continue in their roles after the merger.

• The Amended and Restated Certificate of Incorporation will remove supermajority requirements for certain amendments, defaulting to Delaware law standards.

• The board is authorized to fill vacancies and set the number of directors.