0001539497-26-002711 | S-1 | XBRL Viewer

Pre-Paid Advance (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended	12 Months Ended
	Nov. 30, 2025	Jun. 30, 2026	Dec. 31, 2025	Mar. 31, 2026
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Unpaid deferred financing costs			$ 700
Settlement of principal and accrued interest		$ 4,500	3,100
Pre-Paid Advance Remaining Principal Amount		0		$ 0
Maturity date	Nov. 21, 2026
Purchase price per share	$ 69.50
Lowest daily volume weighted average price	95.00%
Pre paid advance agreements amortization event, descripton	In the event certain events occur, including (i) the failure to maintain a closing stock price greater than the Floor Price for any five of seven consecutive trading days, (ii) any of the shares to be issued pursuant to the PPAs are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading days or (iii) the Company has issued substantially all of the shares available under the Exchange Cap (as defined below) (the date on which any event described in (i) through (iii) occurs, the “Amortization Event Date”), the Company will be required to make monthly cash payments equal to the lesser of 18% of each Investor’s respective initial Pre-Paid Advance amount, or the outstanding principal balance of such Pre-Paid Advance on the Amortization Event Date, plus a 10% payment premium and any accrued and unpaid interest. Such payments will continue until either all amounts outstanding under the Pre-Paid Advance are paid in full or certain cure conditions have been met.
Pre-paid advance remaining principal amount			4,500
Advance fair value			4,100
Pre Paid Advance Agreements [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Aggregate principal amount	$ 7,500
Purchase price discount	95.00%
Gross proceeds to the Company		$ 7,130	$ 7,130
Interest rate	4.00%
Default interest rate percentage	18.00%
Prepayment premium	10.00%
Percentage of outstanding common stock for exchange cap	19.99%

Balance Sheet Details

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Details

2. Balance Sheet Details

Prepaid expenses and other current assets consist of the following (in thousands):

	June 30, 2026		December 31, 2025
Prepaid research and development	$	501	$	663
Prepaid insurance		111		28
Other prepaid expenses and current assets		102		204
Total	$	714	$	895

Property and equipment consist of the following (in thousands):

Schedule of property and equipment

	Useful life (years)	June 30, 2026			December 31, 2025
Furniture, fixtures and office equipment	3 - 7	$	1,101		$	1,101
Laboratory equipment	5		1,829			1,829
Leasehold improvements	2 - 3		2,498			2,498
			5,428			5,428
Less accumulated depreciation and amortization			(5,428	)		(5,308	)
Total		$	—		$	120

Accounts payable and accrued expenses consist of the following (in thousands):

	June 30, 2026		December 31, 2025
Accounts payable	$	12,705	$	8,194
Accrued research and development (includes related party amounts of $300 and $0, respectively)		6,362		7,280
Other accrued expenses		384		879
Total	$	19,451	$	16,353

2. Balance Sheet Details

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2025		2024
Prepaid research and development	$	663	$	1,739
Other prepaid expenses and current assets		232		447
Total	$	895	$	2,186

Property and equipment consist of the following (in thousands):

Schedule of property and equipment
		December 31,
	Useful life (years)	2025			2024
Furniture, fixtures and office equipment	3 - 7	$	1,101		$	1,721
Laboratory equipment	5		1,829			2,280
Leasehold improvements	2 - 3		2,498			3,680
			5,428			7,681
Less accumulated depreciation and amortization			(5,308	)		(7,003	)
Total		$	120		$	678

Accounts payable and accrued expenses consist of the following (in thousands):


	December 31,
	2025		2024
Accounts payable	$	8,194	$	1,902
Accrued compensation		37		2,726
Accrued research and development		7,280		8,033
Other accrued expenses		842		1,043
Total	$	16,353	$	13,704

Organization and Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (the “Company”). BioAtla, Inc. is a single legal entity with one consolidated variable interest entity (“VIE”), BA 3021 SPV LLC (see Note 10). The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”). CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue. The Company has developed several CAB drug candidates through Phase 2 clinical trials including: two CAB antibody drug conjugates (“CAB ADC”), mecbotamab vedotin (BA3011), a CAB ADC targeting AXL, and ozuriftamab vedotin (BA3021), a CAB ADC targeting ROR2; and evalstotug (BA3071), a CAB anti-CTLA-4 antibody. The Company has an ongoing Phase 1 trial for BA3182 (CAB-EpCAM x CAB-CD3), a CAB bispecific antibody targeting EpCAM.

Merger and Related Share Consolidation

On March 23, 2026, the Company’s stockholders approved the Agreement and Plan of Merger, as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger, pursuant to which (i) a wholly owned subsidiary (the “Merger Sub”) of the Company would merge with and into the Company, with the Company surviving (the “Merger”), and (ii) every fifty (50) shares of common stock of the Company issued and outstanding, or held as treasury stock, would be converted into one (1) share of common stock of the surviving corporation, which would be the Company (the “Share Consolidation”). The effective date of the Merger and the related Share Consolidation was April 6, 2026. The Share Consolidation did not change the par value or the number of authorized shares of the Company’s common stock. The Company’s condensed consolidated financial statements and notes to the condensed consolidated financial statements present the retroactive effect of the Share Consolidation on the Company’s common stock share and per share data, and exercise price data for applicable common stock equivalents, for all periods presented prior to the effective date of the Share Consolidation.

Basis of Presentation

The unaudited condensed consolidated financial statements as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the SEC on March 31, 2026, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on April 29, 2026.

Liquidity and Going Concern

In November 2025, the Company entered into the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $15.0 million of shares of common stock (the “Commitment Amount”), subject to certain limitations and conditions set forth in the SEPA, during the 36 months beginning November 20, 2025 (such shares, the “SEPA Shares”). As of June 30, 2026, 48,092

SEPA Shares had been sold under the SEPA, with gross proceeds to the Company totaling approximately $0.4 million. Additional sales of the SEPA Shares to Yorkville and the timing of any such sales, if elected to be utilized by the Company at a future date, are at the Company’s option.

On March 2, 2026, the Company announced a formal process to explore and evaluate strategic options to maximize shareholder value, including the sale of preclinical and clinical assets, licensing transactions, strategic partnerships or other corporate transactions. The Company plans to continue to fund its losses from operations and capital funding needs through proceeds received through the SEPA, this strategic process, other public or private equity or debt financings, or other sources. In connection with the evaluation of strategic options, the Company also implemented a reduction in force and other cost-containment measures intended to better align resources with its near-term priorities. In order to continue to preserve capital during this period, the Company is re-evaluating the timing and scope of its clinical development programs. As part of this process, the Company paused further enrollment in its ongoing Phase 1 study of BA3182 (CAB-EpCAM x CAB-CD3), while continuing treatment and follow-up of patients, including obtaining new scans in the study.

If the Company is not able to secure adequate additional funding, the Company may be forced to make further reductions in spending, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs or wind down the Company. Any of these actions could materially harm the Company’s business, results of operations and future prospects.

Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). Management’s assessment concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the issuance date of these condensed consolidated financial statements.

The Company has prepared its condensed consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

Variable Interest Entities

The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE. VIEs are entities in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently, (ii) the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity and (iii) the legal entity is structured with substantive voting rights. A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. The Company has a controlling financial interest in a VIE when the Company has a variable interest or interests that provide it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether or not it has a controlling financial interest.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to accruals for research and development costs, equity-based compensation, and fair value measurements related to the Warrant Liability (as defined in Note 4). These estimates and assumptions are based on current facts, historical experience and

various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Cash and Cash Equivalents

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and may invest cash that is not required for immediate operating needs in highly liquid instruments that bear minimal risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Stock-Based Compensation

Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units (“RSUs”) and employee stock purchase plan rights, over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of stock option grants and employee stock purchase plan rights using the Black-Scholes option pricing model. The fair value of RSUs is based on the closing sales price of the Company’s common stock on the date of grant. Equity award forfeitures are recognized as they occur.

Leases

The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred and are not included in the calculation of the ROU asset or the related lease liability.

The Company has a single lease agreement with lease and non-lease components, which are accounted for as a single lease component. Payments for short-term leases, defined as leases with a term of twelve months or less, are expensed on a straight-line basis over the lease term. The Company does not currently have any short-term leases.

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s condensed consolidated balance sheets. The Company does not have any finance leases.

Fair Value Option

Under the ASC 825, Financial Instruments (“ASC 825”), the Company has the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis. Under the Pre-Paid Advance Agreements (the “PPAs”) entered into in November 2025, pre-paid advances having an aggregate principal

amount of $7.5 million (the “Pre-Paid Advance”) were issued to the Company. The Company elected the fair value option to account for the Pre-Paid Advance (See Note 4 and Note 7). The fair value option was elected as management believes fair value measurement better aligns with the instrument’s economic risks and expected settlement outcomes. This election also eliminates the need to bifurcate the embedded conversion features and account for them separately as derivative instruments.

The Pre-Paid Advance was initially recorded at fair value at issuance, which was determined to be equal to the transaction price of $7.15 million. Issuance costs incurred in connection with the Pre-Paid Advance were expensed as incurred, consistent with the requirements applicable to instruments measured at fair value under ASC 825. Subsequent to initial recognition, the Company remeasured the Pre-Paid Advance to fair value at each reporting date, with changes in fair value recognized in earnings within the gain on PPAs liability on the condensed consolidated statements of operations and comprehensive income (loss). The change in fair value related to accrued interest is presented with the total change in fair value of the Pre-Paid Advance as a single line within the gain on PPAs liability on the condensed consolidated statements of operations and comprehensive income (loss).

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources, and consists of net income (loss) and other comprehensive gain (loss). There have been no items qualifying as other comprehensive income (loss) and, therefore, for all periods presented, the Company’s comprehensive income (loss) was the same as its reported net income (loss).

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of common stock warrants, RSUs, common stock options outstanding under the Company’s stock option plan, and contingently issuable shares under the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”).

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data):


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
Numerator:
Consolidated net income (loss)	$	452	$	(18,711	)	$	(5,892	)	$	(34,045	)
Denominator:
Denominator for basic net income (loss) per share - weighted-average common stock outstanding		1,660,586		1,170,087			1,581,554			1,167,550
Effect of dilutive securities:
RSUs		1,123		—			—			—
Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding		1,661,709		1,170,087			1,581,554			1,167,550
Basic net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)
Diluted net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)

Potentially dilutive securities not included in the calculation of diluted net income (loss) per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	As of June 30,
	2026		2025
Common stock warrants		193,581		193,581
Common stock options		114,059		118,249
Restricted stock units		57,404		52,130
ESPP shares		380		1,374
Total		365,424		365,334

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, Accounting Standards Updates (“ASU”) not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s financial statements or disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the consolidated financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow Scope Improvements”. This update will improve the navigability of required interim disclosures and clarify when that guidance is applicable, and will require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company will adopt the standard for the interim periods within the year ending December 31, 2028. The Company is currently evaluating the impact of the adoption on its consolidated financial statements and related disclosures.

1. Organization and Summary of Significant Accounting Policies

Organization

BioAtla, LLC was formed in Delaware in March 2007 and was converted to a Delaware corporation in July 2020 and renamed BioAtla, Inc. (the “Company”). The Company has a proprietary platform for creating biologics, including its conditionally active biologics (“CAB” or “CABs”). CABs have been designed to be active only under certain conditions found in diseased tissue, while remaining inactive in normal tissue. The Company is currently in clinical development of several CAB drug candidates including: its two lead CAB antibody drug conjugates (“CAB ADC”), mecbotamab vedotin (BA3011), a CAB ADC targeting AXL, and ozuriftamab vedotin (BA3021), a CAB ADC targeting ROR2; evalstotug (BA3071), a CAB anti-CTLA-4 antibody; and BA3182 (CAB-EpCAM x CAB-CD3), a CAB bispecific antibody targeting EpCAM.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). BioAtla, Inc. is a single legal entity with one consolidated variable interest entity (“VIE”), BA 3021 SPV LLC (see Note 10).

Liquidity and Going Concern

The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues development of its product candidates. As of December 31, 2025, the Company had an accumulated deficit of $545.6 million. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations and future prospects.

The Company has prepared its consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

Variable Interest Entities

Use of Estimates

The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to accruals for research and development costs, equity-based compensation, and fair value measurements related to the Pre-Paid Advance Agreements (the “PPAs”) and SEPA (as defined in Note 8). These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist of highly rated securities including U.S. Government and U.S. Treasury money market funds, which are unrestricted as to withdrawal or use. The cash and cash equivalents balance as of December 31, 2025 and 2024 includes $4.3 million and $38.8 million, respectively, invested in U.S. Government and U.S. Treasury money market funds.

Concentrations of Risk

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful life of the related assets. Leasehold improvements are stated at cost and amortized on a straight-line basis over the lesser of the remaining term of the related lease or the estimated useful life of the leasehold improvements. Repairs and maintenance costs are charged to expense as incurred and expenditures that materially extend the useful lives of assets are capitalized.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company has not recognized any impairment losses for the years ended December 31, 2025 and 2024.

Leases

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non current on the Company’s consolidated balance sheets. The Company does not have any finance leases.

Derivative Instruments and Warrant Liabilities

The Company evaluates its financial instruments and other contracts, including issued warrants to purchase common stock, to determine if those instruments are required to be recognized as derivatives or contain features that qualify as embedded derivatives under the relevant accounting standards (see Note 4 and Note 8). The result of this accounting treatment is that the derivative is carried at fair value as an asset or liability with changes in fair value recognized in earnings at each reporting date. Changes in the fair value of derivatives are recorded in the consolidated statements of operations and comprehensive loss as a component of other income (expense).

Fair Value Option

Under the ASC 825, Financial Instruments (“ASC 825”) the Company has the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis. Under the PPAs entered into in November 2025, pre-paid advances having an aggregate principal amount of $7.5 million (the “Pre-Paid Advance”) were issued to the Company. The Company elected the fair value option to account for the Pre-Paid Advance (See Note 4 and Note 7). The fair value option was elected as management believes fair value measurement better aligns with the instrument’s economic risks and expected settlement outcomes. This election also eliminates the need to bifurcate the embedded conversion features and account for them separately as derivative instruments.

The Pre-Paid Advance was initially recorded at fair value at issuance, which was determined to be equal to the transaction price of $7.15 million. Issuance costs incurred in connection with the Pre-Paid Advance were expensed as incurred, consistent with the requirements applicable to instruments measured at fair value under ASC 825. Subsequent to initial recognition, the Company remeasures the Pre-Paid Advance to fair value at each reporting date, with changes in fair value recognized in earnings within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss. The change in fair value related to accrued interest is presented with the total change in fair value of the Pre-Paid Advance as a single line within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of control of a product or service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard.

A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service.

A performance obligation is defined as a promise to transfer a product or a service to a customer. The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct. A product or service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation.

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, non-cash consideration and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and use that amount as the basis for recognizing revenue as the product or service is transferred to the customer. There are two methods for determining the amount of variable consideration: (i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the most likely amount method, which identifies the single most likely amount in a range of possible consideration amounts.

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when the Company transfers control of the product or the service applicable to such performance obligation.

In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable.

The Company expenses incremental costs of obtaining and fulfilling a contract as incurred if the expected amortization period for the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract.

Research and Development Expenses

The Company’s activities have largely consisted of research and development efforts related to developing our CAB programs. Research and development expenses consist of expenses incurred in performing research and development activities including salaries and benefits, facilities and other overhead expenses, clinical trials, contract services and other outside expenses. Research and development expenses are charged to expense as incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in the accompanying consolidated balance sheets as prepaid or accrued expenses. When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

As of December 31, 2025, the Company has accrued $5.8 million related to clinical trial costs. The Company has entered into contracts related to its clinical trials with clinical research organizations. The Company reviews and accrues clinical trial costs based on work performed, which relies on estimates and assumptions of total trial management costs, sites activated, patients enrolled, and number of patient visits. The Company follows this method since reasonably dependable estimates of the costs applicable to clinical trials can be made. Accrued clinical trial costs are subject to revisions as the trials progress. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. A modification in the protocol of a clinical trial or cancellation of a trial could result in a material change to the Company’s results of operations.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expenses and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-Based Compensation

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, exclusive of reversing temporary difference, tax-planning strategies, and the results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources, and consists of net loss and other comprehensive gain (loss). There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss.

Net Loss Per Share

Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of common stock warrants, RSUs, common stock options outstanding under the Company’s stock option plan, contingently issuable shares under the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”), and potential future conversions of the Pre-Paid Advance into common stock (“PPA Shares”).

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	December 31,
	2025		2024
Common stock warrants		193,581		193,581
Common stock options		117,581		121,920
Restricted stock units		48,678		31,060
ESPP shares		991		1,577
PPA Shares		136,923		—
Total		497,754		348,138

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public entities, at annual and interim reporting periods, to disclose in a tabular format additional information about specific expense categories in the notes to the consolidated financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 in the fourth quarter of 2025. The Company expanded its income tax disclosures as a result of adopting this new accounting standard.

Offerings - Offering: 1	Oct. 19, 2026 USD ($) shares $ / shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.0001
Amount Registered \| shares	8,182,110
Proposed Maximum Offering Price per Unit \| $ / shares	1.30
Maximum Aggregate Offering Price	$ 10,636,743.00
Fee Rate	0.0087%
Amount of Registration Fee	$ 925.40
Offering Note	(1) Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional shares of common stock, par value $0.0001 per share (“Common Stock”) of BioAtla, Inc. (the “Company”) as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Includes (i) up to 8,000,000 shares of Common Stock that may be issued to YA II PN, LTD (“Yorkville”) pursuant to the Standby Equity Purchase Agreement, dated as of October 15, 2026, by and between the Company and Yorkville (the “SEPA”), and (ii) 182,110 shares of Common Stock issuable to Yorkville upon exercise of warrants as consideration for Yorkville’s commitment to purchase shares of Common Stock pursuant to the SEPA. (3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Company’s Common Stock as reported on the OTCQB Venture Market on October 15, 2026, which date is within five business days of the filing of this Registration Statement.

Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Interim Period, Costs Not Allocable [Line Items]
Stock-based compensation	$ 619	$ 1,377	$ 1,575	$ 3,022	$ 5,434	$ 8,921
Research And Development [Member]
Interim Period, Costs Not Allocable [Line Items]
Stock-based compensation	135	567	457	1,342	2,199	4,238
General And Administrative [Member]
Interim Period, Costs Not Allocable [Line Items]
Stock-based compensation	$ 484	$ 810	$ 1,118	$ 1,680	$ 3,235	$ 4,683

Pre-Paid Advance

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Pre-Paid Advance

7. Pre-Paid Advance

In November 2025, the Company closed on the PPAs with YA II PN, Ltd. (“Yorkville”), Anson Investments Master Fund LP and Anson East Master Fund LP (collectively, the “Anson Funds” and together with Yorkville, the “Investors”). Pursuant to the PPAs, the Investors agreed to provide the Company with pre-paid advances having an aggregate principal amount of $7.5 million, at a purchase price equal to 95% of the face amount. The purchase resulted in gross proceeds to the Company of $7.13 million. The Pre-Paid Advance accrued interest at 4% per annum.

As a result of the Company’s election to account for the Pre-Paid Advance under the fair value option in ASC 825, the Pre-Paid Advance was initially recorded at fair value at issuance using the Monte Carlo simulation model, which uses significant unobservable inputs (Level 3). See Note 4 for significant assumptions used in determining the fair value.

The Company incurred issuance costs of $0.7 million, which were expensed as incurred, as required under the fair value option, and such costs are presented within other income (expense) on the consolidated statements of operations and comprehensive income (loss) for the twelve months ended December 31, 2025.

The Pre-Paid Advance was fully converted into shares of the Company’s common stock as of February 2026 under the terms of the agreement. During the first quarter of 2026, the Company issued common stock to the Investors in settlement of approximately $4.5 million in principal and accrued interest under the Pre-Paid Advance. As of March 31, 2026 and June 30, 2026, there was no remaining outstanding principal balance of the Pre-Paid Advance.

7. Pre-Paid Advance

In November 2025, the Company closed on the PPAs with YA II PN, Ltd. (“Yorkville”), Anson Investments Master Fund LP and Anson East Master Fund LP (collectively, the “Anson Funds” and together with Yorkville, the “Investors”). Pursuant to the PPAs, the Investors agreed to provide the Company with the Pre-Paid Advance consisting of an aggregate principal amount of $7.5 million, at a purchase price equal to 95% of the face amount. The purchase resulted in gross proceeds to the Company of $7.13 million.

The Pre-Paid Advance matures on November 21, 2026, and accrues interest at 4% per annum, subject to an increase to 18% upon certain Events of Default (as defined in the PPAs). The Company may, at its option, on any date the VWAP of the Company’s common stock is less than the Fixed Price, prepay all or part of the outstanding Pre-Paid Advance, plus a 10% premium and any accrued and unpaid interest.

The Pre-Paid Advance may be repaid in cash or, at each Investor’s option via written notice (each, a “Purchase Notice”), converted into shares of the Company’s common stock at a purchase price per share equal to the lower of (a) $69.50 (the “Fixed Price”) and (b) 95% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock for the seven trading days preceding the Purchase Notice (such price, the “Market Price”), at all times subject to a floor of $11.50 (the “Floor Price”). The Investors may also elect to use the Fixed Price in any Purchase Notice even if it is greater or less than the Market Price.

The issuance of shares under the PPAs is subject to further limitations and conditions, including that the shares of common stock beneficially owned by each Investor and its affiliates at any one time will not exceed 4.99% of the then-outstanding shares of the Company’s common stock. Pursuant to the rules of The Nasdaq Capital Market, the total aggregate number of shares issuable under the terms of the PPAs and the SEPA (as defined in Note 8) was initially limited to a number equivalent to 19.99% of the outstanding shares of the common stock as of November 17, 2025 (the “Exchange Cap”). On December 30, 2025, the Company’s stockholders’ approved the issuance of shares under the PPAs and the SEPA in excess of the Exchange Cap.

In the event certain events occur, including (i) the failure to maintain a closing stock price greater than the Floor Price for any five of seven consecutive trading days, (ii) any of the shares to be issued pursuant to the PPAs are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading days or (iii) the Company has issued substantially all of the shares available under the Exchange Cap (as defined below) (the date on which any event described in (i) through (iii) occurs, the “Amortization Event Date”), the Company will be required to make monthly cash payments equal to the lesser of 18% of each Investor’s respective initial Pre-Paid Advance amount, or the outstanding principal balance of such Pre-Paid Advance on the Amortization Event Date, plus a 10% payment premium and any accrued and unpaid interest. Such payments will continue until either all amounts outstanding under the Pre-Paid Advance are paid in full or certain cure conditions have been met.

As a result of the Company’s election to account for the Pre-Paid Advance under the fair value option in ASC 825, the Pre-Paid Advance was initially recorded at fair value at issuance and is remeasured to fair value at each reporting date, with changes in fair value recognized in earnings within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss. The Company estimates the fair value of the Pre-Paid Advance using the Monte Carlo simulation model, which uses significant unobservable inputs (Level 3). See Note 4 for significant assumptions used in determining the fair value.

From the issuance date to December 31, 2025, the Company issued common stock to the Investors in settlement of approximately $3.1 million in principal and accrued interest under the Pre-Paid Advance. The remaining principal and accrued interest under the Pre-Paid Advance has been converted into common stock as of March 2026 (refer to Note 14).

As of December 31, 2025, the outstanding principal balance of the Pre-Paid Advance was $4.5 million. The Pre-Paid Advance had a fair value of $4.1 million as of that date and is classified as a current obligation in the accompanying consolidated balance sheets.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of fair value assets and liabilities measured on recurring basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):


	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	1,281	$	—	$	—	$	1,281
Liabilities
Warrants	$	—	$	—	$	622	$	622


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	4,285	$	—	$	—	$	4,285
Liabilities
Warrants	$	—	$	—	$	3,516	$	3,516
Pre-Paid Advance	$	—	$	—	$	4,142	$	4,142


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	4,285	$	—	$	—	$	4,285
Liabilities
Warrants	$	—	$	—	$	3,516	$	3,516
Pre-Paid Advance	$	—	$	—	$	4,142	$	4,142


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	38,822	$	—	$	—	$	38,822
Liabilities
Warrants	$	—	$	—	$	3,811	$	3,811

Schedule of fair value, net derivative asset (liability) measured on recurring basis, unobservable input reconciliation

The significant inputs used in the valuation models to measure the fair value of the warrants are as follows:


	Valuation Date
	June 30, 2026			December 31, 2025
Common stock price	$	4.14		$	28.39
Risk-free rate		4.17	%		3.68	%
Expected term (in years)		3.98			4.47
Expected volatility		118.4	%		103.2	%
Dividend yield		0.0	%		0.0	%

The significant inputs used in the valuation models to measure the fair value of the warrants are as follows:


	Valuation Date
	December 31, 2025	December 31, 2024
Common stock price	$28.40	$29.55
Risk-free rate	3.68%	4.40%
Expected term (in years)	4.47	5.47
Expected volatility	103.2%	94.6%
Dividend yield	0.0%	0.0%

Schedule of changes in the fair value of warrant liability

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

	Warrant Liability
Balance at December 31, 2025	$	3,516
Change in fair value of warrant liability		(2,894	)
Balance at June 30, 2026	$	622

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2025 (in thousands):

	Warrant Liability
Balance at December 31, 2024	$	3,811
Change in fair value of warrant liability		(295	)
Balance at December 31, 2025	$	3,516

Schedule of the changes in the fair value of PPAs liability

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

	PPAs Liability
Balance at December 31, 2025	$	4,142
Conversion of Pre-Paid Advance into common stock		(3,869	)
Change in fair value of PPAs liability		(273	)
Balance at June 30, 2026	$	—

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2025 (in thousands):

	PPAs Liability
Balance at December 31, 2024	$	—
Issuance of Pre-Paid Advance		7,125
Partial conversion of Pre-Paid Advance into common stock		(3,389	)
Change in fair value of PPAs liability		406
Balance at December 31, 2025	$	4,142

Schedule of basic and diluted net income loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Consolidated net income (loss)	$ 452	$ (18,711)	$ (5,892)	$ (34,045)	$ (59,607)	$ (69,776)
Denominator:
Denominator for basic net income (loss) per share - weighted-average common stock outstanding	1,660,586	1,170,087	1,581,554	1,167,550	1,176,558	971,467
Effect of dilutive securities:
RSUs	1,123
Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding	1,661,709	1,170,087	1,581,554	1,167,550	1,176,558	971,467
Basic net income (loss) per share	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)
Diluted net income (loss) per share	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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Reference 40: http://www.xbrl.org/2003/role/disclosureRef
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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Reference 42: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 43: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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Reference 44: http://www.xbrl.org/2003/role/disclosureRef
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Reference 45: http://www.xbrl.org/2003/role/disclosureRef
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Reference 46: http://www.xbrl.org/2003/role/disclosureRef
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Reference 47: http://www.xbrl.org/2003/role/disclosureRef
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Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 50: http://www.xbrl.org/2003/role/disclosureRef
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Reference 51: http://www.xbrl.org/2003/role/disclosureRef
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Reference 52: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 53: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Summary of weighted average remaining lease term and weighted average discount rate (Details)	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024
Leases
Weighted average remaining lease term (in years)	4 years 4 months 24 days	4 years 10 months 24 days	5 years 4 months 24 days	6 months
Weighted average discount rate percentage	9.00%	9.00%	9.00%	3.50%

Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Company formation date		2007-03	2007-03	2007-03	2007-03	2007-03
Accumulated deficit		$ (551,538)		$ (551,538)		$ (545,646)	$ (486,039)
Common stock value
Prepaid advance principal amount	$ 7,500
Prepaid advance transaction price	7,150
Cash and cash equivalents		1,544		1,544		7,118	49,046
Impairment losses						0	0
Pre Paid Advance in Fair Value						7,150
Accrued clinical trial cost						5,800
Money Market Funds [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash and cash equivalents						$ 4,300	$ 38,800
Standby Equity Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock value	$ 15,000	15,000	$ 15,000	15,000	$ 15,000
Proceeds from sale common of stock		$ 400		$ 400
Standby Equity Purchase Agreement [Member] \| Liquidity And Going Concern [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold under transaction		48,092		48,092

Schedule of the changes in the fair value of PPAs liability (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	$ 4,142
Balance at December 31, 2025		4,142
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	4,142
Conversion of Pre-Paid Advance into common stock	(3,869)
Change in fair value of PPAs liability	(273)	406
Balance at December 31, 2025		4,142
Issuance of Pre-Paid Advance		7,125
Partial conversion of Pre-Paid Advance into common stock		$ (3,389)

Schedule of fair value assets and liabilities measured on recurring basis (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Warrants	$ 622	$ 3,516	$ 3,811
Pre-Paid Advance		4,142
Cash and Cash Equivalents [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Cash equivalents	1,281	4,285	38,822
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Warrants
Pre-Paid Advance
Fair Value, Inputs, Level 1 [Member] \| Cash and Cash Equivalents [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Cash equivalents	1,281	4,285	38,822
Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Warrants
Pre-Paid Advance
Fair Value, Inputs, Level 2 [Member] \| Cash and Cash Equivalents [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Cash equivalents
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Warrants	622	3,516	3,811
Pre-Paid Advance		4,142
Fair Value, Inputs, Level 3 [Member] \| Cash and Cash Equivalents [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Cash equivalents

Restructuring (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
Restructuring (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2026	Dec. 31, 2025
Interim Period, Costs Not Allocable [Line Items]
Reduction in workforce			70.00%	30.00%
Restructuring Cost	$ 0		$ 500	$ 600
Cash payments		$ 500
Restructuring liability	$ 0		0	0
Research And Development [Member]
Interim Period, Costs Not Allocable [Line Items]
Restructuring Cost			400	500
General And Administrative [Member]
Interim Period, Costs Not Allocable [Line Items]
Restructuring Cost			$ 100	$ 100

Restructuring

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Restructuring and Related Activities [Abstract]

Restructuring

3. Restructuring

In March 2026, the Company announced that it has initiated a formal process to explore and evaluate strategic options to maximize shareholder value, including sale of preclinical and clinical assets, licensing transactions, strategic partnerships or other corporate transactions.

In connection with the evaluation of strategic alternatives, the Company implemented a restructuring plan that included a workforce reduction of approximately 70%. The Company recorded restructuring costs of $0 and $0.5 million during the three and six months ended June 30, 2026, of which $0.4 million is included in research and development expense and $0.1 million is included in general and administrative expense for the six months ended June 30, 2026 in the condensed consolidated statements of operations and comprehensive income (loss). Restructuring costs primarily consisted of employee severance, continuing healthcare benefits and other employee-related costs. The Company made cash payments of $0.5 million during the first quarter of 2026 and made immaterial cash payments in the second quarter of 2026. As of June 30, 2026, there is no remaining restructuring liability balance.

3. Restructuring

In March 2025, the Company implemented a corporate restructuring, which included a reduction in force, designed to improve the Company’s operating model and cost structure.

In connection with the restructuring, the Company implemented a reduction in workforce of approximately 30%, which was initiated in the first quarter of 2025. The Company recorded restructuring costs of $0.6 million, during the year ended December 31, 2025, of which $0.5 million is included in research and development expense and $0.1 million is included in general administrative expense in the consolidated statements of operations and comprehensive loss. Restructuring costs primarily consisted of employee severance, continuing healthcare benefits and other employee-related costs. These benefits were fully paid out during the second quarter of 2025, and there is no remaining restructuring liability as of December 31, 2025.

Schedule of prepaid expenses other current assets (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid research and development	$ 501	$ 663	$ 1,739
Prepaid insurance	111	28
Other prepaid expenses and current assets	102	204	447
Total	$ 714	$ 895	$ 2,186

Fair Value Measurements (Details Narrative)	Jun. 30, 2026 $ / shares
Fair Value Disclosures [Abstract]
Warrants excercise price	$ 4.35

Leases (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2024
Leases
Operating lease right-of-use asset, net	$ 5,085	$ 5,532	$ 6,000	$ 512

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Effective Income Tax Rate Reconciliation [Line Items]

Schedule of unrecognized tax benefit amount

A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands):


	Years Ended December 31,
	2025		2024
Unrecognized tax benefits - beginning	$	4,582	$	3,602
Gross increases - tax positions in prior period		52		—
Gross increase – current-period tax positions		717		980
Unrecognized tax benefits - ending	$	5,351	$	4,582

Schedule net deferred tax assets (liabilities)

The Company’s net deferred tax assets (liabilities) are as follows (in thousands):


	Years Ended December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	51,463		$	33,799
Liability to licensor		4,159			4,159
Goodwill		2,427			2,683
Lease liability		1,302			176
Accrued compensation		—			556
Research credit carryforwards		15,424			13,221
Section 174 cost capitalization		30,808			36,951
Section 59(e) cost capitalization		6,300			7,350
Stock-based compensation		3,635			3,938
Deferred gain		1,491			—
Fixed assets		4			—
Other		81			5
Gross deferred tax assets		117,094			102,838
Less: valuation allowance		(115,932	)		(102,655	)
Total deferred tax assets		1,162			183
Deferred tax liabilities:
Fixed assets		—			(75	)
Operating lease right-of-use asset		(1,162	)		(108	)
Total deferred tax liabilities		(1,162	)		(183	)
Net deferred tax assets	$	—		$	—

U.S. Federal Statutory Income Tax Rate [Member]

Effective Income Tax Rate Reconciliation [Line Items]

Schedule of unrecognized tax benefit amount

A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the Company’s income tax expense is as follows (in thousands):

	Year Ended December 31, 2025
	Amount			%
Tax computed at the federal statutory rate	$	(12,518	)		21.0	%
State and local income taxes, net of federal income tax effect ⁽¹⁾		—			—	%
Tax credits:
Research and development credit		(1,279	)		2.1	%
Orphan drug credit		(533	)		0.9	%
Change in valuation allowance		12,829			(21.5	)%
Non-taxable or nondeductible items:
Permanent items		117			(0.2	)%
Equity compensation		403			(0.7	)%
Nondeductible officer’s compensation		981			(1.6	)%
Changes in unrecognized tax benefits		—			—	%
Other, net		—			—	%
Provision for income taxes	$	—			—	%


⁽¹⁾	The state that contributes to the majority (greater than 50%) of the tax effect in this category was California for year ending December 31, 2025.

As previously disclosed prior to the adoption of ASU 2023-09, a reconciliation of the income tax expense computed at the U.S. federal statutory income tax rate to the Company’s income tax expense is as follows (in thousands):

	Year Ended December 31, 2024
Tax computed at the federal statutory rate	$	(14,653	)
State income taxes, net of federal tax benefit		(49	)
Nondeductible executive compensation		369
Stock-based compensation		294
Research and development and orphan drug credits		(3,789	)
Uncertain tax positions		947
Other, net		(132	)
Valuation allowance		17,013
Income tax expense	$	—

Submission	Oct. 19, 2026
Submission [Line Items]
Central Index Key	0001826892
Registrant Name	BioAtla, Inc.
Form Type	S-1
Submission Type	S-1
Fee Exhibit Type	EX-FILING FEES

Balance Sheet Details (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of prepaid expenses other current assets

Prepaid expenses and other current assets consist of the following (in thousands):

	June 30, 2026		December 31, 2025
Prepaid research and development	$	501	$	663
Prepaid insurance		111		28
Other prepaid expenses and current assets		102		204
Total	$	714	$	895

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2025		2024
Prepaid research and development	$	663	$	1,739
Other prepaid expenses and current assets		232		447
Total	$	895	$	2,186

Schedule of property and equipment

Property and equipment consist of the following (in thousands):

Schedule of property and equipment

	Useful life (years)	June 30, 2026			December 31, 2025
Furniture, fixtures and office equipment	3 - 7	$	1,101		$	1,101
Laboratory equipment	5		1,829			1,829
Leasehold improvements	2 - 3		2,498			2,498
			5,428			5,428
Less accumulated depreciation and amortization			(5,428	)		(5,308	)
Total		$	—		$	120

Property and equipment consist of the following (in thousands):

Schedule of property and equipment
		December 31,
	Useful life (years)	2025			2024
Furniture, fixtures and office equipment	3 - 7	$	1,101		$	1,721
Laboratory equipment	5		1,829			2,280
Leasehold improvements	2 - 3		2,498			3,680
			5,428			7,681
Less accumulated depreciation and amortization			(5,308	)		(7,003	)
Total		$	120		$	678

Schedule of accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the following (in thousands):

	June 30, 2026		December 31, 2025
Accounts payable	$	12,705	$	8,194
Accrued research and development (includes related party amounts of $300 and $0, respectively)		6,362		7,280
Other accrued expenses		384		879
Total	$	19,451	$	16,353

Accounts payable and accrued expenses consist of the following (in thousands):


	December 31,
	2025		2024
Accounts payable	$	8,194	$	1,902
Accrued compensation		37		2,726
Accrued research and development		7,280		8,033
Other accrued expenses		842		1,043
Total	$	16,353	$	13,704

Schedule of changes in the fair value of warrant liability (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	$ 3,516	$ 3,811	$ 3,811
Change in fair value of warrant liability	(2,894)	(1,583)	(295)	$ (807)
Balance at December 31, 2025	622		3,516	3,811
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	3,516	$ 3,811	3,811
Change in fair value of warrant liability	(2,894)		(295)
Balance at December 31, 2025	$ 622		$ 3,516	$ 3,811

Fees Summary	Oct. 19, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 10,636,743.00
Previously Paid Amount	0.00
Total Fee Amount	925.40
Total Offset Amount	0.00
Net Fee	$ 925.40
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

Summary of stock option activity (Details) - Equity Option [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Offsetting Assets [Line Items]
Number of Options, Beginning balance	117,703	121,920
Weighted - Average Exercise Price Per Share, Beginning balance	$ 393.71	$ 382.50
Weighted - Average Remaining Contractual Term (In Years)	5 years 25 days	6 years 5 months 4 days	7 years 7 months 2 days
Aggregate Intrinsic Value, Beginning balance
Number of Options, Forfeited	(3,417)	(3,011)
Weighted - Average Exercise Price Per Share, Forfeited	$ 198.71	$ 277.00
Number of Options, Expired	(227)	(1,507)
Weighted - Average Exercise Price Per Share, Expired	$ 785.66	$ 424.00
Number of Options, Ending balance	114,059	117,703	121,920
Weighted - Average Exercise Price Per Share, Ending balance	$ 388.45	$ 393.71	$ 382.50
Aggregate Intrinsic Value, Ending balance
Number of Options, Vested	114,059	117,582
Weighted - Average Exercise Price Per Share, Vested	$ 388.45	$ 384.00
Weighted - Average Remaining Contractual Term (In Years), Vested	5 years 25 days	6 years 5 months 4 days
Number of Options, Exercisable	105,840	97,973
Weighted - Average Exercise Price Per Share, Exercisable	$ 404.00	$ 421.00
Weighted - Average Remaining Contractual Term (In Years), Exercisable	4 years 11 months 8 days	6 years 3 months 14 days
Number of Options, Granted		180
Weighted - Average Exercise Price Per Share, Granted		$ 34.00
Number of Options, Exercised
Weighted - Average Exercise Price Per Share, Exercised

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Related Party Transactions

10. Related Party Transactions

Himalaya Therapeutics SEZC

Global Transaction Agreement

In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya. BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020. Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 9), in certain territories as further specified in the Amended Rights Agreement. Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property. Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement.

pricing in the Context License Agreement, the Company will be primarily responsible for providing the License, and Himalaya has no obligation to be a part of any of the fulfillment activities.

For the three and six months ended June 30, 2026, the Company recognized $1.0 million in expense related to the transactions with Himalaya. For the three and six months ended June 30, 2025, the Company did not recognize any expense related to the transactions with Himalaya. As of June 30, 2026, the Company had $0.3 million due to Himalaya.

BA 3021 SPV, LLC

BA 3021 SPV LLC, a Delaware limited liability company (the “SPV”), was incorporated in December 2025. However, the Company has not yet completed the legal steps required to form the new entity as a wholly owned subsidiary, and the new entity has not issued any common units or finalized its limited liability company agreement as of June 30, 2026. The Company determined that BioAtla is the primary beneficiary of the SPV as of December 31, 2025 and June 30, 2026.

10. Related Party Transactions

Inversagen, LLC

On March 15, 2019, the Company entered into an Exclusive License Agreement with Inversagen (the “Inversagen License”). Under the terms of the agreement, Inversagen acquired the rights to CAB-antibodies for the field of diseases associated with aging, outside of cancer, and an immuno-oncology antibody. The Company may perform development services under the agreement and will be reimbursed by Inversagen for its costs. Commencing on the first commercial sale of the CAB-antibodies and immuno-oncology antibody subject to the Inversagen License, Inversagen will pay the Company milestone payments and royalties, which represent a variable interest held by the Company. On July 7, 2020, the Company and Inversagen entered into the First Amendment to Exclusive License Agreement (“Amended Inversagen License”), which grants the Company an option for a period of 10 years to acquire the immuno-oncology antibody in return for royalty payments in the low-single digits during the applicable royalty term. No payments have been made to date.

Inversagen has only nominal assets and liabilities and is a VIE as the entity lacks sufficient equity to finance its activities without additional subordinated financial support. The Company does not consolidate Inversagen as it is not the primary beneficiary; the Inversagen License and the Amended Inversagen License did not and do not provide the Company with any decision-making power over the activities that are most significant to the entity’s economic success, such as the direction of its development efforts or the search for or terms of any future financing arrangements. The Company has no equity interest in Inversagen, and no exposure to its losses. The Company has not provided any services to Inversagen, has not provided any support to Inversagen and has no obligation to do so, and Inversagen’s creditors have no recourse to the general credit of the Company. The Company does not have any assets or liabilities associated with its variable interest in Inversagen at December 31, 2025 and 2024.

Inversagen is a related party of the Company. Dr. Jay Short and his spouse serve as managers of Inversagen.

BioAtla Holdings, LLC

Effective January 1, 2020, the Company entered into an Exclusive License Agreement (the “BioAtla Holdings License”) with BioAtla Holdings, LLC. Under the terms of the agreement, BioAtla Holdings acquired the rights to CAB antibodies for certain targets in the field of Adoptive Cell Therapy (CAR-T format) in exchange for potential royalty payments on future net sales. On July 7, 2020, the Company and BioAtla Holdings entered into the First Amendment to Exclusive License Agreement (the “Amended BioAtla Holdings License”), which grants the Company an option for a period of 10 years to acquire the ACT Preparations and ACT Treatments in return for royalty payments in the low-single digits during the applicable royalty term. The Company has not exercised its option and no payments have been made to date under these agreements.

In addition, effective January 1, 2020, the Company entered into a Royalty Sharing Agreement whereby the Company agreed to share with BioAtla Holdings 50% of the royalties it receives from its Exclusive License Agreement with EXUMA Biotech Corp.

BioAtla Holdings is a variable interest entity as it does not have sufficient equity to finance its activities without additional subordinated financial support. The royalty payments and option to acquire assets represent variable interests held by the Company in BioAtla Holdings. The Company is not the primary beneficiary of BioAtla Holdings, however, as the BioAtla Holdings License and Amended BioAtla Holdings License did not and do not provide the Company with any decision-making power over the activities that are most significant to the entity’s economic success, such as the direction of its development efforts or the search for or terms of any future financing arrangements. The Company has no equity interest in BioAtla Holdings, and no exposure to its losses. BioAtla Holdings is currently inactive, and the Company has not provided any support to BioAtla Holdings and has no obligation to do so, and BioAtla Holdings’ creditors have no recourse to the general credit of the Company. The Company does not have any assets or liabilities associated with its variable interests in BioAtla Holdings at December 31, 2025 and 2024.

BioAtla Holdings is a related party of the Company. Dr. Jay Short and his spouse serve as managers of BioAtla Holdings.

Himalaya Therapeutics SEZC

Exclusive Rights Agreement

On January 1, 2020, the Company entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) with Himalaya Therapeutics SEZC. Under the terms of the Amended Rights Agreement, Himalaya Therapeutics SEZC acquired the rights to 10 CAB-antibodies for the territory of China, Macao, Hong Kong and Taiwan, global rights to a CAB-HER2-bispecific-antibody and global co-development rights with the Company to an IL-22 non-CAB-antibody. Payments to the Company may include upfront payments, milestone payments and double digit royalties, which represent a variable interest held by the Company, but no payments have been made to the Company to date.

Himalaya Therapeutics SEZC is a VIE as it does not have sufficient equity to finance its activities without additional subordinated financial support. The Company is not obligated to provide financial support to Himalaya Therapeutics SEZC. The Company is not the primary beneficiary of Himalaya Therapeutics SEZC, however, as the Amended Rights Agreement does not provide BioAtla, Inc. with the power to direct activities of a VIE that most significantly impact the VIE’s economic performance, such as decision-making power over the direction of its development efforts or the search for or terms of any future financing arrangements. The Company does not have any assets or liabilities recorded at December 31, 2025 and 2024 associated with its variable interest in Himalaya Therapeutics SEZC, and has no exposure to Himalaya Therapeutics SEZC losses.

Himalaya Therapeutics SEZC is a related party as Dr. Jay Short and his spouse serve as directors, and Dr. Short’s spouse also serves as an officer of such entity.

Clinical Trial Services Agreement

In January 2024, the Company entered into an amended Clinical Trial Services Agreement (as so amended, the “Clinical Trial Services Agreement”) with Himalaya Therapeutics SEZC (“Himalaya”). Under the Clinical Trial Services Agreement, BioAtla paid Himalaya for services related to the initiation of clinical trials for evalstotug in China for a period of 12 months. All payments have been made under the Clinical Trial Services Agreement as of December 31, 2024.

Global Transaction Agreement

The Company is the principal in the Context License Agreement and in the Himalaya Agreement, and will record revenues and expenses on a gross basis given that the Company had full discretion in setting consideration pricing in the Context License Agreement, the Company will be primarily responsible for providing the License, and Himalaya has no obligation to be a part of any of the fulfillment activities.

For the year ended December 31, 2025, the Company recognized $0.3 million related to the transactions with Himalaya, compared to $2.2 million for the year ended December 31, 2024. The Company did not have any amounts due from or due to Himalaya as of December 31, 2025 or 2024.

Himalaya Parent LLC

Dr. Jay Short and his spouse serve as managers of Himalaya Parent LLC. The Company does not have a variable interest in Himalaya Parent LLC.

BA 3021 SPV, LLC

BA 3021 SPV LLC, a Delaware limited liability company (the “SPV”), was incorporated in December 2025. However, the Company has not yet completed the legal steps required to form the new entity as a wholly owned subsidiary, and the new entity has not issued any common units or finalized its limited liability company agreement as of December 31, 2025. The Company determined that BioAtla is the primary beneficiary of the SPV as of December 31, 2025.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

+ Details

Supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Leases
Cash paid for amounts included in the measurement of operating leases	$ 365	$ 557	$ 609	$ 845	$ 967	$ 1,685

Schedule net deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 51,463	$ 33,799
Liability to licensor	4,159	4,159
Goodwill	2,427	2,683
Lease liability	1,302	176
Accrued compensation		556
Research credit carryforwards	15,424	13,221
Section 174 cost capitalization	30,808	36,951
Section 59(e) cost capitalization	6,300	7,350
Stock-based compensation	3,635	3,938
Deferred gain	1,491
Fixed assets	4
Other	81	5
Gross deferred tax assets	117,094	102,838
Less: valuation allowance	(115,932)	(102,655)
Total deferred tax assets	1,162	183
Fixed assets		(75)
Operating lease right-of-use asset	(1,162)	(108)
Total deferred tax liabilities	(1,162)	(183)
Net deferred tax assets

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 07, 2020	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Jan. 01, 2020
Related Party Transaction [Line Items]
Description Of Agreement With Related Party				In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya. BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020. Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 9), in certain territories as further specified in the Amended Rights Agreement. Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property. Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement.		In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya. BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020. Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 9), in certain territories as further specified in the Amended Rights Agreement. Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property. Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement.
Research and Development Expense		$ 3,342	$ 13,684	$ 7,924	$ 26,039	$ 43,573	$ 63,095
Options Grants Related To Royalty Payments Period	10 years
Share of Royalties under Royalty Sharing Agreement								50.00%
Inversagen LLC [Member]
Related Party Transaction [Line Items]
Options Grants Related To Royalty Payments Period	10 years
Himalaya Therapeutics SEZC [Member]
Related Party Transaction [Line Items]
Description Of Agreement With Related Party						In January 2024, the Company entered into an amended Clinical Trial Services Agreement (as so amended, the “Clinical Trial Services Agreement”) with Himalaya Therapeutics SEZC (“Himalaya”). Under the Clinical Trial Services Agreement, BioAtla paid Himalaya for services related to the initiation of clinical trials for evalstotug in China for a period of 12 months. All payments have been made under the Clinical Trial Services Agreement as of December 31, 2024.
Research and Development Expense						$ 300	$ 2,200
Himalaya Therapeutics SEZC [Member]
Related Party Transaction [Line Items]
Research and Development Expense		1,000		1,000
Due to Related Party		$ 300		$ 300

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Subsequent Events (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Oct. 15, 2026	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2026	Dec. 31, 2025	Aug. 26, 2026	Aug. 01, 2026	Dec. 30, 2025	Dec. 31, 2024
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001	$ 0.0001				$ 0.0001
Common Stock, Shares, Issued		1,663,280		1,663,280	1,269,286				1,161,983
Reduction In Workforce				70.00%	30.00%
Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued					4,868			4,868
Proceeds from Issuance of Common Stock		$ 0.0		$ 400,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Outstanding pre paid advance amount convertible into common stock					$ 4,500,000
Common Stock, Shares, Issued			48,092
Proceeds from Issuance of Common Stock			$ 400,000
Reduction In Workforce					70.00%
Subsequent Event [Member] \| Yorkville [Member]
Subsequent Event [Line Items]
Commitment Fee Amount	$ 500,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001
Subsequent Event [Member] \| Common Stock [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Sale Of Stock Maximum Commitment Amount	$ 40,000.0
Subsequent Event, Description	On October 15, 2026, in connection with entering into the 2026 SEPA described above, the Company terminated the SEPA dated as of November 20, 2025 (the “Prior SEPA”), between the Company and Yorkville. Pursuant to the Prior SEPA, the Company had the right, but not the obligation, to sell to Yorkville up to $15.0 million of shares of Common Stock. Prior to its termination, the Company sold an aggregate of 48,092 shares of Common Stock to Yorkville under the Prior SEPA for aggregate gross proceeds of approximately $0.4 million.
Context Therapeutics Inc [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Amended License Agreement Payment Received							$ 2,000,000.0

Stockholders’ Equity (Details Narrative) $ / shares in Units, $ in Millions			3 Months Ended	6 Months Ended	12 Months Ended
	Apr. 06, 2026 $ / shares	Nov. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) $ / shares shares	Jun. 30, 2026 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 30, 2025 shares	Jun. 30, 2025 USD ($) shares
Class of Stock [Line Items]
Stockholders' Equity Note, Stock Split, Conversion Ratio	50
Common stock, shares issued (in shares)			1,663,280	1,663,280	1,269,286	1,161,983
Warrants excercise price \| $ / shares			$ 4.35	$ 4.35
Fair value of options, vested \| $				$ 1.0	$ 4.3	$ 9.7
Common stock, shares authorized (in shares)			350,000,000	350,000,000	350,000,000	350,000,000
Total common stock reserved for future issuance			463,522	463,522	566,560	403,484
Preferred stock, shares authorized			200,000,000	200,000,000	200,000,000	200,000,000
Preferred stock, par value \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock par value per share \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Conversion of stock, description					Holders of the Company’s common stock have no conversion rights, while holders of the Company’s Class B common stock shall have the right to convert each share of Class B common stock into one share of common stock at such holder’s election, provided that as a result of such conversion, such holder would not beneficially own in excess of 4.99% of any class of the Company’s securities registered under the Securities Exchange Act of 1934
Period related to changing of ownership limitation percentage designated by Class B common stock holder					61 days
Common stock value \| $
Common Stock [Member]
Class of Stock [Line Items]
Common stock, voting rights					one
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares issued (in shares)			0	0	0	0
Common stock, shares authorized (in shares)			15,368,569	15,368,569	15,368,569	15,368,569
Common stock par value per share \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock value \| $
Equity Option [Member]
Class of Stock [Line Items]
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount \| $			$ 1.1	$ 1.1	$ 2.7
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition				8 months 12 days	1 year 1 month 6 days
Share-based compensation arrangement by share based payment award options grants in period weighted average grant date fair value \| $ / shares				$ 0	$ 25.50	$ 102.00
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount \| $					$ 2.2			$ 1.5
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition				3 years 1 month 6 days	2 years 8 months 12 days
Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Percentage of average daily trading volume		100.00%
Purchase common stock through payroll deductions of up to compensations, percent		97.00%
Percentage of outstanding common stock			4.99%	4.99%
Common stock, shares issued (in shares)					4,868		4,868
Standby equity purchase agreement fees \| $					$ 0.3
SEPA Shares were sold			0	48,092
Standby equity purchase agreement fees \| $			$ 0.0	$ 0.4
Common stock value \| $		$ 15.0	$ 15.0	$ 15.0				$ 15.0
Percentage of outstanding common stock for exchange cap		19.99%
Standby Equity Purchase Agreement [Member] \| Maximum [Member]
Class of Stock [Line Items]
Percentage of outstanding common stock		4.99%
December 2024 [Member]
Class of Stock [Line Items]
Common stock, shares issued (in shares)						193,581
Common stock price \| $ / shares						$ 47.60
Purchase of common stock by warrants						193,581
Warrants excercise price \| $ / shares			$ 4.35	$ 4.35		$ 59.50
Adjustment of warrants per share \| $ / shares	$ 4.35
Class of Warrant or Right, Outstanding and Exercisable			193,581	193,581
2020 Plan [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding and Exercisable			276,246	276,246	245,477
Percentage of Annual increased Shares				4.00%
Vesting terms, description				ten years	ten year
Vesting percentage				25.00%	25.00%
Vesting period				36 months	36 months
Common shares authorized for issuance					245,477	214,708
Employees Stock Purchase Plan [Member]
Class of Stock [Line Items]
Purchase common stock through payroll deductions of up to compensations, percent				15.00%	15.00%
Common stock, shares issued (in shares)			800	800	60,717	5,308		2,709
Common stock, shares authorized (in shares)			77,008	77,008	60,717	45,632
Share-based compensation arrangement by share based payment award percentage of outstanding stock maximum				1.00%	100.00%
Increase in issuance of common stock				18,593	18,593
Stock-based compensation expense \| $					$ 0.1	$ 0.2
December 2024 Offering [Member]
Class of Stock [Line Items]
Common stock, shares issued (in shares)						193,581
Common stock price \| $ / shares						$ 47.60
Purchase of common stock by warrants						193,581
Warrants excercise price \| $ / shares						$ 59.50
Class of Warrant or Right, Outstanding and Exercisable					193,581
Aggregate gross proceeds \| $						$ 9.2
Placement agent fees \| $						$ 0.7

Collaboration, License and Option Agreements

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Collaboration License And Option Agreements

Collaboration, License and Option Agreements

9. Collaboration, License and Option Agreements

Global Co-Development and Collaboration Agreement with BeOne Medicines

In April 2019, the Company entered into a Global Co-Development and Collaboration agreement (the “BeOne Collaboration”) with BeOne Medicines Ltd., formerly BeiGene Ltd. (“BeOne”), for the development, manufacturing and commercialization of evalstotug (BA3071). The BeOne Collaboration was amended several times between 2019 and 2021 and the Company received a total of $25.0 million in non-refundable payments from BeOne during that time.

In November 2021, the BeOne Collaboration was terminated, subject to survival of certain provisions, and BeOne handed back rights to know-how and materials received under the amended BeOne Collaboration. As a result, the Company is responsible for the global development and commercialization of evalstotug. As consideration for this amendment, the Company agreed to pay BeOne mid-single digit royalties on sales worldwide and on a limited basis will share in any upfront and milestone payments received through a sublicense of evalstotug. The Company reclassified its then remaining $19.8 million of deferred revenue as a long-term liability which is expected to settle as licensing payments are made to BeOne in accordance with the resulting amendment. In the event the license is terminated, the liability will be extinguished with no further payment to BeOne.

The Company did not recognize any revenue related to the collaboration agreement with BeOne during the three and six months ended June 30, 2026 and 2025. The Company had a $19.8 million liability to licensor as of June 30, 2026 and December 31, 2025.

License Agreement with Context Therapeutics Inc.

In September 2024, the Company entered into a License Agreement (the “Context License Agreement”) with Context Therapeutics Inc. (“Context”). Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), a Nectin-4 x CD3 T cell engaging (“TCE”) bispecific antibody (the “License”). The Company also transferred know-how, including any necessary materials Context would need to perform research and development. In exchange for the License, the Company is eligible to receive up to $133.5 million in aggregate payments, including an upfront cash payment and potential development, regulatory and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales of the products. In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SEZC, a related party (See Note 10).

A single performance obligation was identified under the Context License Agreement comprised of BioAtla’s promise to transfer the License. Context is responsible for developing BA3362 and for global regulatory filings and commercialization. Context will bear all costs associated with the research, development, and commercialization of any products.

In accordance with Topic 606, the Company determined the transaction price of the agreement is limited to the up-front payment received, and excluded the variable consideration of development and sale milestone payments and royalties as they were fully constrained. As part of the Company’s evaluation of the milestone constraints, the Company determined the achievement of such milestones are contingent upon success in future developments, regulatory approvals and commercial activities, which are not within its control and are uncertain at this stage. Variable consideration related to royalties would be recognized when the related sales occur. Further, the Company determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer.

On May 14, 2026, the Company entered into a First Amendment (the “Context Amendment”) to the Context License Agreement, by and between the Company and Context. Under the terms of the Context Amendment, and in full consideration for the amended license rights described below, Context agreed to pay to the Company: (i) $4,500,000, payable within five (5) business days of the effective date of the Context Amendment, and (ii) $2,000,000, payable by August 1, 2026 (together, the “Amendment Consideration”).

The Amendment Consideration was recognized as revenue during the three and six months ended June 30, 2026 as all performance obligations had been previously satisfied. The Amendment Consideration represents consideration for the modification of the existing licensing arrangement and the elimination of future milestone and royalty payment obligations under the Context License Agreement. Accordingly, the Company accounted for the Context Amendment in accordance with ASC 606 contract modification guidance and recognized $6.5 million of revenue. The Amendment Consideration satisfies in full any and all milestone and royalty payment obligations contemplated by the Context License Agreement. In addition, the Context Amendment modified the license granted to Context such that it became irrevocable, exclusive, royalty-free, fully paid-up and non-terminable, and removed any and all diligence obligations with respect to Context.

The Company did not recognize any revenue related to the Context License Agreement for the three and six months ended June 30, 2025.

9. Collaboration, License and Option Agreements

Global Co-Development and Collaboration Agreement with BeOne Medicines

The Company did not recognize any revenue related to the collaboration agreement with BeOne during the years ended December 31, 2025 and 2024. The Company had a $19.8 million liability to licensor as of December 31, 2025 and 2024.

Collaboration and Supply Agreement with Bristol-Myers Squibb

In January 2022, the Company and Bristol-Myers Squibb Company (“BMS”) entered into a clinical trial collaboration and supply agreement (the “BMS Agreement”). Under the terms of the BMS Agreement, BioAtla and BMS collaborate on clinical trials of separate combination therapies using two of BioAtla’s CAB ADCs, mecbotamab vedotin (BA3011) and ozuriftamab vedotin (BA3021), each in combination with Opdivo® (nivolumab), BMS’ proprietary anti-PD-1 monoclonal antibody product. The Company serves as the study sponsor of the scheduled studies and is responsible for costs associated with the trial execution. BMS provides Opdivo® clinical drug supply at no cost for the combination study trials. After the completion of the combination therapy trials, the Company is obligated to provide BMS with a final report of the data resulting from the trial. The BMS Agreement was amended in October 2022 to include additional territories for the Company’s mecbotamab vedotin and ozuriftamab vedotin combination study trials. There was no impact to the Company’s financial results for the years ended December 31, 2025 or 2024 as a result of this agreement.

License Agreement with Context Therapeutics Inc.

In September 2024, the Company entered into a License Agreement (the “Context License Agreement”) with Context Therapeutics Inc. (“Context”). Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), the Company’s Nectin-4 x CD3 T cell engaging (“TCE”) bispecific antibody (the “License”). The Company also transferred know-how, including any necessary materials Context would need to perform research and development. In exchange for the License, the Company is eligible to receive up to $133.5 million in aggregate payments, including an upfront cash payment and potential development, regulatory and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales of the products. In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SECZ, a related party (See Note 10).

In accordance with Topic 606, the Company determined the transaction price of the agreement is limited to the up-front payment received, and excluded the variable consideration of development and sale milestone payments and royalties as they are fully constrained. As part of the Company’s evaluation of the milestone constraints, the Company determined the achievement of such milestones are contingent upon success in future developments, regulatory approvals and commercial activities, which are not within its control and are uncertain at this stage. Variable consideration related to royalties will be recognized when the related sales occur. Further, the Company determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer.

Management determined that the transfer of the License did not meet any of the criteria for recognizing revenue over time, and therefore revenue was recognized at the point in time that the Context License Agreement was executed and the License was transferred to Context. Additional revenue will be recognized for development milestone payments, the sales milestone payments, and the royalty payments if and when the constraints are resolved. In November 2025, the Company received the first $2.0 million milestone payment under the Context License Agreement for progress with their CAB-Nectin-4 x CD3 TCE. All other variable consideration remains fully constrained as of December 31, 2025.

The Company recognized $2.0 million and $11.0 million of revenue related to the Context License Agreement for the years ended December 31, 2025 and 2024, respectively, included in Collaboration and Other Revenue.

Cover	6 Months Ended
Cover	Jun. 30, 2026
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	BIOATLA, INC.
Entity Central Index Key	0001826892
Entity Address, Address Line One	11085 Torreyana Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	558-0708
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	11085 Torreyana Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	558-0708
Contact Personnel Name	Jay M. Short, Ph.D.

Summary of restricted stock units (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding at beginning	49,254	31,060
Weighted - Average Grant Date Fair Value, beginning	$ 58.95	$ 124.00
Number of shares, Granted	30,120	37,260
Weighted - Average Grant Date Fair Value, Granted	$ 8.57	$ 16.00
Number of shares, Vested	(12,939)	(14,565)
Weighted - Average Grant Date Fair Value, Vested	$ 43.97	$ 119.00
Number of shares, Forfeited	(9,031)	(5,077)
Weighted - Average Grant Date Fair Value, Forfeited	$ 54.02	$ 54.50
Number of shares, Outstanding at ending	57,404	49,254
Weighted - Average Grant Date Fair Value, ending	$ 36.67	$ 58.95

Segment Information

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Information

12. Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company is a clinical-stage biopharmaceutical company and has not generated any product revenue from its CAB antibody-based products. The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its CAB products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM evaluates performance and allocates resources based on consolidated net income or loss that also is reported on the condensed consolidated statements of operations and comprehensive income (loss) as net income (loss), and cash used in operations.

The following table provides R&D expenses by program with a reconciliation to net income (loss) for the periods indicated, which are regularly reviewed by the CODM:

	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
	(in thousands)					(in thousands)
Collaboration and other revenue	$	6,500	$	—		$	6,500		$	—
Program expenses:
BA3182 (CAB EpCAM x CAB CD3)	$	322	$	2,136		$	2,141		$	3,076
Other CAB Programs		2,031		8,032			2,044			14,300
Total program expenses		2,353		10,168			4,185			17,376
Personnel and related		481		2,145			2,248			5,603
Equity-based compensation		135		567			457			1,342
Facilities and other		373		804			1,034			1,718
Total research and development expenses		3,342		13,684			7,924			26,039
General and administrative expenses
Personnel and related		727		1,577			1,910			3,680
Equity-based compensation		485		810			1,119			1,680
Facilities and other		1,719		2,576			4,628			4,862
Total general and administrative expenses		2,931		4,963			7,657			10,222
Interest and other income (expense)		225		(64	)		3,189			2,216
Net income (loss) and comprehensive income (loss)	$	452	$	(18,711	)	$	(5,892	)	$	(34,045	)

13. Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company is a clinical-stage biopharmaceutical company and has not generated any product revenue from its CAB antibody-based products. The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its CAB products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment. The measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM evaluates performance and allocates resources based on consolidated net income or loss that also is reported on the consolidated statements of operations and comprehensive loss as net loss, and cash used in operations.

The following table provides R&D expenses by program with a reconciliation to net loss for the periods indicated, which are regularly reviewed by the CODM:

	Years Ended December 31,
	2025			2024
	(in thousands)
Collaboration and other revenue	$	2,000		$	11,000
Program expenses:
Mecbotamab vedotin, BA3011 (CAB AXL-ADC)		7,848			12,934
Ozuriftamab vedotin, BA3021 (CAB ROR2-ADC)		5,446			8,962
Evalstotug, BA3071 (CAB CTLA-4)		5,026			9,103
BA3182 (CAB EpCAM x CAB CD3)		7,869			5,111
Other CAB Programs		3,768			6,912
Total program expenses		29,957			43,022
Personnel and related		8,180			12,082
Equity-based compensation		2,199			4,238
Facilities and other		3,237			3,753
Total research and development expenses		43,573			63,095
General and administrative expenses
Personnel and related		5,286			7,213
Equity-based compensation		3,235			4,683
Facilities and other		9,211			9,952
Total general and administrative expenses		17,732			21,848
Interest and other income (expense)		(302	)		4,167
Net loss and comprehensive loss	$	(59,607	)	$	(69,776	)

- Definition

The entire disclosure for segment reporting.

+ References

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Schedule of common stock reserved for future issuance (Details) - shares	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock options and restricted stock units issued and outstanding	1,663,280	1,269,286	1,161,983
Total common stock reserved for future issuance	463,522	566,560	403,484
2020 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Awards available for future issuance under the 2020 Plan	39,200	26,013	23,086
Employees Stock Purchase Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Awards available for future issuance under the ESPP	59,278	43,786	33,837
Pre Paid Advance Agreement PPAs [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares available for future conversions of PPAs	0	136,923	0
Common Stock Options And Restricted Stock Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock options and restricted stock units issued and outstanding	171,463	166,257	152,980
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants for the purchase of common stock	193,581	193,581	193,581

Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of basic and diluted net income loss per share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data):


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
Numerator:
Consolidated net income (loss)	$	452	$	(18,711	)	$	(5,892	)	$	(34,045	)
Denominator:
Denominator for basic net income (loss) per share - weighted-average common stock outstanding		1,660,586		1,170,087			1,581,554			1,167,550
Effect of dilutive securities:
RSUs		1,123		—			—			—
Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding		1,661,709		1,170,087			1,581,554			1,167,550
Basic net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)
Diluted net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)

Schedule of anti-dilutive securities excluded from calculation of diluted net loss per share

Potentially dilutive securities not included in the calculation of diluted net income (loss) per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	As of June 30,
	2026		2025
Common stock warrants		193,581		193,581
Common stock options		114,059		118,249
Restricted stock units		57,404		52,130
ESPP shares		380		1,374
Total		365,424		365,334

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	December 31,
	2025		2024
Common stock warrants		193,581		193,581
Common stock options		117,581		121,920
Restricted stock units		48,678		31,060
ESPP shares		991		1,577
PPA Shares		136,923		—
Total		497,754		348,138

Components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Leases
Operating lease expense	$ 359	$ 331	$ 718	$ 592	$ 1,311	$ 1,043
Variable lease expense	88	215	207	395	568	689
Total lease expense, net	$ 447	$ 546	$ 925	$ 987	$ 1,879	$ 1,732

Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Leases
2026	$ 875	$ 1,484
2027	1,528	1,528
2028	1,574	1,574
2029	1,621	1,621
2030	1,529	1,529
Total future lease payments	7,127	7,736
Less imputed interest	(1,264)	(1,536)
Total operating lease liabilities	$ 5,863	$ 6,200

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

In connection with the preparation of the condensed consolidated financial statements for the three and six months ended June 30, 2026, the Company has completed an evaluation of all subsequent events through August 13, 2026, which represents the date the condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in the financial statements. The Company has further evaluated subsequent events for disclosure purposes through October 19, 2026. Except as described below or elsewhere in these condensed consolidated financial statements, the Company has concluded that no subsequent event has occurred that requires disclosure or adjustment to the financial statements.

License Agreement with Context Therapeutics Inc.

In connection with the Context Amendment, the Company received the additional $2.0 million payment from Context that was due by August 1, 2026.

Nasdaq

On August 26, 2026, the Company was notified that a determination was made to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq. Trading of the Common Stock on Nasdaq was suspended at the opening of business on August 31, 2026. On August 31, 2026, the Common Stock began to be quoted on the OTC Markets system under its current trading symbol “BCAB”. The Common Stock is currently quoted on the OTCQB Venture Market.

SEPA

On October 15, 2026, the Company entered into a Standby Equity Purchase Agreement with Yorkville (the “2026 SEPA”) pursuant to which the Company has the right to sell to Yorkville up to $40.0 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such amount, the “Commitment Amount”), subject to certain limitations and conditions set forth in the 2026 SEPA, during the 36 months following the Effective Date (such shares, the “SEPA Shares”). Sales of the SEPA Shares to Yorkville and the timing of any such sales, if elected to be utilized by the Company at a future date, are at the Company’s option, and the Company is under no obligation to sell any SEPA Shares to Yorkville.

As consideration for Yorkville’s commitment to purchase the SEPA Shares, the Company agreed to pay to Yorkville a commitment fee of $500,000 (the “Commitment Fee”), which was earned on the Effective Date. One-half of the Commitment Fee is payable within five days of the Effective Date and the remaining one-half is payable on or before December 31, 2026, in each case, at the Company’s election, either in cash or by the issuance to Yorkville of warrants (the “Commitment Fee Warrants”) exercisable for a number of shares of Common Stock (the “Commitment Shares”). On October 16, 2026, the Company issued Commitment Fee Warrants to Yorkville exercisable for 182,110 Commitment Shares in payment of the first installment of the Commitment Fee.

On October 15, 2026, in connection with entering into the 2026 SEPA described above, the Company terminated the SEPA dated as of November 20, 2025 (the “Prior SEPA”), between the Company and Yorkville. Pursuant to the Prior SEPA, the Company had the right, but not the obligation, to sell to Yorkville up to $15.0 million of shares of Common Stock. Prior to its termination, the Company sold an aggregate of 48,092 shares of Common Stock to Yorkville under the Prior SEPA for aggregate gross proceeds of approximately $0.4 million.

14. Subsequent Events

In connection with the preparation of the consolidated financial statements as of and for the year ended December 31, 2025, the Company has completed an evaluation of all subsequent events through March 31, 2026, which represents the date the consolidated financial statements were issued, for events requiring adjustment to or disclosure in the financial statements. The Company has further evaluated subsequent events for disclosure purposes through October 19, 2026. Except as described below or elsewhere in these consolidated financial statements, the Company has concluded that no subsequent event has occurred that requires disclosure or adjustment to the financial statements.

Pre-Paid Advance

The outstanding principal balance of $4.5 million as of December 31, 2025 under the Pre-Paid Advance was fully converted into common stock subsequent to the balance sheet date.

SEPA

As of March 31, 2026, 48,092 SEPA shares had been sold under the SEPA, with gross proceeds to the Company totaling approximately $0.4 million.

Restructuring

On March 2, 2026, the Company announced that it has initiated a formal process to explore and evaluate strategic options to maximize shareholder value, including sale of preclinical and clinical assets, licensing transactions, strategic partnerships or other corporate transactions. In connection with the evaluation of strategic alternatives, the Company is implementing a restructuring plan that includes a workforce reduction of approximately 70%.

Merger and Related Share Consolidation

On March 23, 2026, the Company’s stockholders approved the Agreement and Plan of Merger, as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger, pursuant to which (i) a wholly owned subsidiary (the “Merger Sub”) of the Company will merge with and into the Company, with the Company surviving (the “Merger”), and (ii) every fifty (50) shares of common stock of the Company issued and outstanding, or held as treasury stock, will be converted into one (1) share of common stock of the surviving corporation, which shall be the Company (the “Share Consolidation”). The effective date of the Merger and the related Share Consolidation was April 6, 2026. Consequently, all issued and outstanding shares of stock, stock option awards, and per share data have been retroactively adjusted in these financial statements to reflect the Share Consolidation for all periods presented. The authorized shares and par value of the common stock and preferred stock remain unchanged. No fractional shares were issued in connection with the Share Consolidation.

Schedule of anti-dilutive securities excluded from calculation of diluted net loss per share (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	365,424	365,334	497,754	348,138
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	193,581	193,581	193,581	193,581
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	114,059	118,249	117,581	121,920
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	57,404	52,130	48,678	31,060
Employees Stock Purchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share	380	1,374	991	1,577
Pre Paid Advance [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share			136,923

Leases

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Leases

5. Leases

The Company has a single operating lease for its corporate headquarters and laboratory space in San Diego, California. In June 2025, the Company entered into an amendment to the lease which reduced the leased space and extended the lease term for the remaining space through November 2030. Pursuant to the amended lease, the Company also has a one-time option to extend the lease term by an additional three years. The amended lease includes certain rent abatement, rent escalations, tenant improvement allowances and additional charges for common area maintenance and other costs.

Under the relevant guidance, the Company reassessed the lease classification and remeasured the lease liability as of the effective date of modification and recognized a lease liability and ROU asset of approximately $6.0 million on the Company’s condensed consolidated balance sheets.

The components of lease expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) include (in thousands):

Components of lease expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease expense	$	359	$	331	$	718	$	592
Variable lease expense		88		215		207		395
Total lease expense, net	$	447	$	546	$	925	$	987

Variable lease costs are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses. The Company did not have any short-term leases or finance leases for the three and six months ended June 30, 2026 and 2025.

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:


	As of June 30,
	2026			2025
Weighted average remaining lease term (in years)		4.40			5.40
Weighted average discount rate percentage		9.00	%		9.00	%

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cash paid for amounts included in the measurement of operating leases	$	365	$	557	$	609	$	845

Maturities of operating lease liabilities as of June 30, 2026 were as follows (in thousands):

	Operating lease
Six months ending December 31, 2026	$	875
2027		1,528
2028		1,574
2029		1,621
2030		1,529
Total future lease payments		7,127
Less: imputed interest		(1,264	)
Total operating lease liabilities	$	5,863

5. Leases

The components of lease expense included in the Company’s consolidated statements of operations and comprehensive loss include (in thousands):

Components of lease expense
	Years ended December 31,
	2025		2024
Operating lease expense	$	1,311	$	1,043
Variable lease expense		568		689
Total lease expense, net	$	1,879	$	1,732

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:


	December 31,
	2025			2024
Weighted average remaining lease term (in years)		4.9			0.5
Weighted average discount rate percentage		9.00	%		3.50	%

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):


	Years ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of operating leases	$	967	$	1,685

Maturities of operating lease liabilities as of December 31, 2025 were as follows (in thousands):


Years ending December 31:	Operating lease
2026	$	1,484
2027		1,528
2028		1,574
2029		1,621
2030		1,529
Total future lease payments		7,736
Less imputed interest		(1,536	)
Total operating lease liabilities	$	6,200

Collaboration, License and Option Agreements (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended		36 Months Ended
	Apr. 30, 2019	Jun. 30, 2026	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2021	Aug. 01, 2026	May 14, 2026	Nov. 30, 2021	Nov. 18, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Liability to licensor		$ 19,806	$ 19,806	$ 19,806	$ 19,806
Collaboration Amendment Date						2019 years
Amended Bei Gene Collaboration [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront non-refundable payment.	$ 25,000					$ 25,000
Deferred Revenue, Current									$ 19,800	$ 19,800
Revenues		0	0
Liability to licensor		$ 19,800	$ 19,800	19,800	19,800
Collaboration Amendment Date						2021 years
Context Therapeutics Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenues				2,000	$ 11,000
Maximum Potential Aggregate Payments				$ 133,500
Amended license agreement first payable amount								$ 4,500,000
Amended License Agreement Second Payable Amount							$ 2,000,000

401(k) Plan (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
401(k) Plan (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Retirement Benefits [Abstract]
Defined Contribution Plan, Cost	$ 0	$ 0

Schedule of segment expenses reviewed by the CDMO (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting [Line Items]
Revenue from Collaborative Arrangement, Excluding Revenue from Contract with Customer	$ 6,500		$ 6,500		$ 2,000	$ 11,000
Research and Development Expense	3,342	13,684	7,924	26,039	43,573	63,095
General and Administrative Expense	2,931	4,963	7,657	10,222	17,732	21,848
Other Nonoperating Income (Expense)	225	(64)	3,189	2,216	(302)	4,167
Net Income (Loss) Attributable to Parent	452	(18,711)	(5,892)	(34,045)	(59,607)	(69,776)
Operating Segments [Member]
Segment Reporting [Line Items]
Revenue from Collaborative Arrangement, Excluding Revenue from Contract with Customer	6,500		6,500		2,000	11,000
Research and Development Expense	3,342	13,684	7,924	26,039	43,573	63,095
General and Administrative Expense	2,931	4,963	7,657	10,222	17,732	21,848
Other Nonoperating Income (Expense)	225	(64)	3,189	2,216	(302)	4,167
Net Income (Loss) Attributable to Parent	452	(18,711)	(5,892)	(34,045)	(59,607)	(69,776)
Operating Segments [Member] \| BA 3182 [Member]
Segment Reporting [Line Items]
Research and Development Expense	322	2,136	2,141	3,076	7,869	5,111
Operating Segments [Member] \| Other CAB Programs [Member]
Segment Reporting [Line Items]
Research and Development Expense	2,031	8,032	2,044	14,300	3,768	6,912
Operating Segments [Member] \| Total Program Expenses [Member]
Segment Reporting [Line Items]
Research and Development Expense	2,353	10,168	4,185	17,376	29,957	43,022
Operating Segments [Member] \| Personnel And Related [Member]
Segment Reporting [Line Items]
Research and Development Expense	481	2,145	2,248	5,603	8,180	12,082
General and Administrative Expense	727	1,577	1,910	3,680	5,286	7,213
Operating Segments [Member] \| Equity Based Compensation [Member]
Segment Reporting [Line Items]
Research and Development Expense	135	567	457	1,342	2,199	4,238
General and Administrative Expense	485	810	1,119	1,680	3,235	4,683
Operating Segments [Member] \| Facilities And Other [Member]
Segment Reporting [Line Items]
Research and Development Expense	373	804	1,034	1,718	3,237	3,753
General and Administrative Expense	$ 1,719	$ 2,576	$ 4,628	$ 4,862	9,211	9,952
Operating Segments [Member] \| BA 3011 [Member]
Segment Reporting [Line Items]
Research and Development Expense					7,848	12,934
Operating Segments [Member] \| BA 3021[Member]
Segment Reporting [Line Items]
Research and Development Expense					5,446	8,962
Operating Segments [Member] \| BA 3071 [Member]
Segment Reporting [Line Items]
Research and Development Expense					$ 5,026	$ 9,103

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 1,544	$ 7,118	$ 49,046
Accounts receivable	2,000
Prepaid expenses and other current assets	714	895	2,186
Total current assets	4,258	8,013	51,232
Property and equipment, net		120	678
Operating lease right-of-use-asset, net	5,085	5,532	512
Other assets	163	163
Total assets	9,506	13,828	52,422
Current liabilities:
Accounts payable and accrued expenses	19,451	16,353	13,704
Operating lease liabilities	1,570	1,427	836
PPAs liability		4,142
Total current liabilities	21,021	21,922	14,540
Operating lease liabilities, less current portion	4,293	4,773
Liability to licensor	19,806	19,806	19,806
Warrant liability	622	3,516	3,811
Total liabilities	45,742	50,017	38,157
Commitments and contingencies (Note 6)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 200,000,000 shares authorized at December 31, 2025 and December 31, 2024; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024
Common stock value
Additional paid-in capital	515,302	509,457	500,304
Accumulated deficit	(551,538)	(545,646)	(486,039)
Total stockholders’ equity (deficit)	(36,236)	(36,189)	14,265
Total liabilities and stockholders’ equity (deficit)	9,506	13,828	52,422
Common Class B [Member]
Stockholders’ equity (deficit):
Common stock value

Schedule of reconciliation of income tax expense (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Tax computed at the federal statutory rate

$ (12,518)

$ (14,653)

Tax computed at the federal statutory rate, Percentage

21.00%

State income taxes, net of federal tax benefit

$ 0

^[1]

(49)

State and local income taxes, net of federal income tax effect, Percentage

^[1]

0.00%

Research and development credit, Amount

$ (1,279)

Research and development credit, Percentage

2.10%

Orphan drug credit, Amount

$ (533)

Orphan drug credit, Percentage

0.90%

Valuation allowance

$ 12,829

17,013

Change in valuation allowance, Percentage

(21.50%)

Permanent items, Amount

$ 117

Permanent items, Percentage

(0.20%)

Nondeductible executive compensation

$ 403

369

Equity compensation, Percentage

(0.70%)

Nondeductible officers compensation, Amount

$ 981

Nondeductible officers compensation, Percentage

(1.60%)

Changes in unrecognized tax benefits, Amount

$ 0

Changes in unrecognized tax benefits, Percentage

0.00%

Other, net

$ 0

(132)

Other, net, Percentage

0.00%

Income tax expense

$ 0

Provision for income taxes, Percentage

0.00%

Stock-based compensation

294

Research and development and orphan drug credits

(3,789)

Uncertain tax positions

$ 947

[1]	The state that contributes to the majority (greater than 50%) of the tax effect in this category was California for year ending December 31, 2025.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Collaboration and other revenue	$ 6,500		$ 6,500		$ 2,000	$ 11,000
Operating expenses:
Research and development expense (includes related party amounts of $300 and $2,150 for the years ended December 31, 2025 and 2024, respectively)	3,342	13,684	7,924	26,039	43,573	63,095
General and administrative expense	2,931	4,963	7,657	10,222	17,732	21,848
Total operating expenses	6,273	18,647	15,581	36,261	61,305	84,943
Loss from operations	227	(18,647)	(9,081)	(36,261)	(59,305)	(73,943)
Other income (expense):
Interest income	16	233	53	633	843	3,369
Gain on warrant liability	220	(297)	2,894	1,583	295	807
Loss on PPAs liability			273		(406)
Other expense	(11)		(31)		(1,034)	(9)
Total other income (expense)	225	(64)	3,189	2,216	(302)	4,167
Consolidated net loss and comprehensive loss	$ 452	$ (18,711)	$ (5,892)	$ (34,045)	$ (59,607)	$ (69,776)
Net income (loss) per common share, basic	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)
Net income (loss) per common share, diluted	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)
Weighted-average shares of common stock outstanding, basic	1,660,586	1,170,087	1,581,554	1,167,550	1,176,558	971,467
Weighted-average shares of common stock outstanding, diluted	1,661,709	1,170,087	1,581,554	1,167,550	1,176,558	971,467

Stockholders’ Equity

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

8. Stockholders’ Equity

Merger and Related Share Consolidation

On April 6, 2026, the Company effected the Share Consolidation of its outstanding shares of common stock pursuant to which every 50 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the Share Consolidation. Stockholders of record who otherwise were entitled to receive fractional shares received an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder was otherwise entitled multiplied by the closing price of the common stock on The Nasdaq Capital Market on April 6, 2026. All share and per share amounts prior to the effective date of the Share Consolidation included within these condensed consolidated financial statements have been retrospectively adjusted to reflect the Share Consolidation.

November 2025 Standby Equity Purchase Agreement

In November 2025, in connection with the entry into the PPAs (as defined in Note 1), the Company entered into the SEPA with Yorkville pursuant to which the Company has the right to sell to Yorkville SEPA Shares to the Commitment Amount, over a 36-month period. Sales of SEPA Shares to Yorkville and the timing of any such sales are at the Company’s option, and the Company is under no obligation to sell such shares to Yorkville. The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the effective date or (ii) the date on which Yorkville has purchased SEPA Shares equal to the Commitment Amount. The Company has the right to terminate the SEPA at no cost or penalty with five trading days’ written notice. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

Market during the five trading days immediately prior to the date of the Company’s request. The SEPA Shares delivered by the Company will be purchased by Yorkville at a price equal to 97% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the three trading days prior to the request, subject to a minimum price that may be specified in the Company’s request.

As consideration for Yorkville’s commitment to purchase SEPA Shares, the Company paid Yorkville a cash structuring fee and issued 4,868 shares of common stock to Yorkville. Such fees, totaling approximately $0.3 million, were expensed as incurred and are presented as a component of other income (expense) on the condensed consolidated statements of operations and comprehensive income (loss). During three and six months ended June 30, 2026, 0 and 48,092 SEPA Shares were sold under the SEPA, respectively, with gross proceeds to the Company totaling approximately $0.0 million and $0.4 million, respectively.

December 2024 Offering and Warrant Issuance

In December 2024, the Company closed on an offering (the “December 2024 Offering”) of 193,581 shares of common stock at a price of $47.60 per share with accompanying warrants to purchase up to 193,581 shares of common stock, which initially had an exercise price of $59.50 per share (the “Warrants”). Pursuant to the re-pricing mechanism contained in the Warrants, the exercise price of the Warrants was reduced to $4.35 to match the lowest VWAP of our common stock during the eleven (11) trading days commencing five (5) trading days immediately preceding the Share Consolidation and ending five (5) trading days immediately following the Share Consolidation. As discussed in Note 4, the Company recorded a liability at fair value related to the issuance of the Warrants, with changes in fair value each reporting period recognized as a component of other income (loss) in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). The fair value of the warrant liability as of June 30, 2026 was determined using the adjusted exercise price of $4.35. The accompanying Warrants became exercisable on June 20, 2025 and will expire five years from the date of initial exercisability. There were 193,581 Warrants outstanding and exercisable at June 30, 2026.

2020 Equity Incentive Plan

Under the 2020 Equity Incentive Plan (the “2020 Plan”), the Company may grant awards of common stock to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards. As of June 30, 2026 and December 31, 2025, the total number of common shares authorized for issuance under the 2020 Plan was 276,246 and 245,477, respectively. On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by the number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors. The maximum term of the options granted under the 2020 Plan is no more than ten years. Awards under the 2020 Plan generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service as an employee, non-employee director, or independent contractor.

Stock-based compensation expense recognized for all equity awards under the 2020 Plan for the three and six months ended June 30, 2026 and 2025 has been reported in the condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	135	$	567	$	457	$	1,342
General and administrative		484		810		1,118		1,680
Total	$	619	$	1,377	$	1,575	$	3,022

Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2026:

Summary of restricted stock units

	Number of Shares			Weighted - Average Grant Date Fair Value
Outstanding at December 31, 2025		49,254		$	58.95
Granted		30,120		$	8.57
Vested		(12,939	)	$	43.97
Forfeited		(9,031	)	$	54.02
Outstanding at June 30, 2026		57,404		$	36.67

As of June 30, 2026, total unrecognized stock-based compensation expense for RSUs was $1.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.1 years.

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2026:

Summary of stock option activity

	Number of Options			Weighted - Average Exercise Price Per Share		Weighted - Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Balance at December 31, 2025		117,703		$	393.71		6.43	$	—
Forfeited		(3,417	)	$	198.71
Expired		(227	)	$	785.66
Balance at June 30, 2026		114,059		$	388.45		5.07	$	—
Vested and expected to vest at June 30, 2026		114,059		$	388.45		5.07	$	—
Exercisable at June 30, 2026		105,840		$	404.00		4.94	$	—

As of June 30, 2026, total unrecognized stock-based compensation cost for unvested common stock options was $1.1 million, which is expected to be recognized over a remaining weighted-average period of approximately 0.7 years. There were no stock options granted during the six months ended June 30, 2026. The total fair value of options vested during the six months ended June 30, 2026 was $1.0 million. Upon option exercise, the Company issues new shares of its common stock.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (the “ESPP”) permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. As of June 30, 2026 and December 31, 2025, a total of 77,008 shares and 60,717 shares, respectively, of common stock were authorized for issuance under the ESPP. The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0% of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 18,593 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii). The Company issued 800 and 2,709 of common stock under the ESPP during the six months ended June 30, 2026 and 2025. As of June 30, 2026, 59,278 shares of common stock remained available for issuance under the ESPP. Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2026 and 2025 was immaterial.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance are as follows in common equivalent shares:

	June 30, 2026		December 31, 2025
Warrants for the purchase of common stock		193,581		193,581
Common stock options and restricted stock units issued and outstanding		171,463		166,257
Awards available for future issuance under the 2020 Plan		39,200		26,013
Awards available for future issuance under the ESPP		59,278		43,786
Shares available for future conversions of PPAs		—		136,923
Total common stock reserved for future issuance		463,522		566,560

8. Stockholders’ Equity

Description of securities of Delaware corporation

The Company is authorized to issue 200,000,000 shares of preferred stock, par value $0.0001 per share, 350,000,000 shares of common stock, par value $0.0001 per share, and 15,368,569 shares of Class B common stock, par value $0.0001 per share.

Dividends

Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock and Class B common stock are entitled to receive dividends only if declared from time to time by the Company’s board of directors out of assets which are legally available.

Liquidation preferences

Upon any liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.

Conversion

Holders of the Company’s common stock have no conversion rights, while holders of the Company’s Class B common stock shall have the right to convert each share of Class B common stock into one share of common stock at such holder’s election, provided that as a result of such conversion, such holder would not beneficially own in excess of 4.99% of any class of the Company’s securities registered under the Securities Exchange Act of 1934, as amended, unless otherwise as expressly provided for in the Company’s amended and restated certificate of incorporation. This ownership limitation may be increased or decreased to any other percentage designated by such holder of Class B common stock upon 61 days’ notice to the Company.

Voting rights

Except as otherwise expressly provided in the Company’s amended and restated certificate of incorporation or as required by applicable law, on any matter that is submitted to a vote by the Company’s stockholders, holders of the Company’s common stock are entitled to one vote per share of common stock, and holders of the Company’s Class B common stock are not entitled to any votes per share of Class B common stock, including for the election of directors.

November 2025 Standby Equity Purchase Agreement

In November 2025, in connection with the entry into the PPAs (as defined in Note 1), the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with Yorkville pursuant to which the Company has the right to sell to Yorkville up to $15.0 million of shares of common stock (the “Commitment Amount”, and such shares, the “SEPA Shares”), over a 36-month period. Sales of SEPA Shares to Yorkville and the timing of any such sales are at the Company’s option, and the Company is under no obligation to sell such shares to Yorkville. The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the effective date or (ii) the date on which Yorkville has purchased SEPA Shares equal to the Commitment Amount. The Company has the right to terminate the SEPA at no cost or penalty with five trading days’ written notice. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

Each advance (each, a “SEPA Advance”) the Company requests from Yorkville may be for a number of SEPA Shares up to 100% of the average daily trading volume of the Company’s common stock on The Nasdaq Capital Market during the five trading days immediately prior to the date of the Company’s request. The SEPA Shares delivered by the Company will be purchased by Yorkville at a price equal to 97% of the lowest daily VWAP of the Company’s common stock during the three trading days prior to the request, subject to a minimum price that may be specified in the Company’s request.

The Company may not request a SEPA Advance until all amounts outstanding under the Pre-Paid Advance (as defined in Note 1) have been repaid in full, unless an Amortization Event (as defined in Note 7) has occurred and is continuing, provided that all proceeds from any such SEPA Advance are used to repay the obligations outstanding under the Pre-Paid Advance.

The issuance of shares under the SEPA is subject to further limitations and conditions, including that the shares of common stock beneficially owned by each Investor and its affiliates at any one time will not exceed 4.99% of the then-outstanding shares of the Company’s common stock. Pursuant to the rules of The Nasdaq Capital Market, the total aggregate number of shares issuable under the terms of the PPAs (as defined in Note 7) and the SEPA was initially limited to a number equivalent to 19.99% of the outstanding shares of the common stock as of November 17, 2025 (the “Exchange Cap”). On December 30, 2025, the Company’s stockholders approved the issuance of shares under the PPAs and the SEPA in excess of the Exchange Cap.

As consideration for Yorkville’s commitment to purchase SEPA Shares, the Company paid Yorkville a cash structuring fee and issued 4,868 shares of common stock to Yorkville. Such fees, totaling approximately $0.3 million, were expensed as incurred and are presented as a component of other income (expense) on the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2025, no SEPA Shares were sold under the SEPA.

December 2024 Offering and Warrant Issuance

In December 2024, the Company closed on an offering (the “December 2024 Offering”) of 193,581 shares of common stock at a price of $47.60 per share with accompanying warrants to purchase up to 193,581 shares of common stock, which have an exercise price of $59.50 per share (the “Warrants”). The gross proceeds from the December 2024 Offering were approximately $9.2 million, before deducting $0.7 million of placement agent fees and other offering expenses payable by the Company. As discussed in Note 4, the Company recorded a liability at fair value related to the issuance of the Warrants, with changes in fair value each reporting period recognized as a component of other income (loss) in the Company’s consolidated statements of operations and comprehensive loss. The accompanying Warrants became exercisable on June 20, 2025 and will expire five years from the date of initial exercisability. There were 193,581 Warrants outstanding and exercisable at December 31, 2025.

2020 Equity Incentive Plan

On October 29, 2020, the Company’s board of directors approved the adoption of the BioAtla, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and approved certain amendments to the 2020 Plan in December 2020. The Company’s stockholders approved the 2020 Plan, as amended, in December 2020. Under the 2020 Plan, the Company may grant awards of common stock to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards. As of December 31, 2025 and 2024, the total number of common shares authorized for issuance under the 2020 Plan was 245,477 and 214,708, respectively. On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by the number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors. The maximum term of the options granted under the 2020 Plan is no more than ten years. Awards under the 2020 Plan generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service.

On February 26, 2023, the Compensation Committee of the Company’s board of directors approved a modification to the Company’s 2020 Plan to allow vesting of RSUs or stock options, as applicable, subject to the grantee’s continued service to the Company and/or one of its subsidiaries as an employee, non-employee director, or independent contractor.

Stock-based compensation expense recognized for all equity awards under the 2020 Plan has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):

	Years ended December 31,
	2025		2024
Research and development	$	2,199	$	4,238
General and administrative		3,235		4,683
Total	$	5,434	$	8,921

Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the year ended December 31, 2025:

Summary of restricted stock units	Number of Shares			Weighted - Average Grant Date Fair Value
Outstanding at December 31, 2024		31,060		$	124.00
Granted		37,260		$	16.00
Vested		(14,565	)	$	119.00
Forfeited		(5,077	)	$	54.50
Outstanding at December 31, 2025		48,678		$	50.00

As of December 31, 2025, total unrecognized stock-based compensation expense for RSUs was $2.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.7 years.

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2025:

Summary of stock option activity	Number of Options			Weighted - Average Exercise Price Per Share		Weighted - Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2024		121,920		$	382.50	7.59		$	—
Granted		180		$	34.00
Exercised		—		$	—
Forfeited		(3,011	)	$	277.00
Expired		(1,507	)	$	424.00
Balance at December 31, 2025		117,582		$	384.00		6.43	$	—
Vested and expected to vest at December 31, 2025		117,582		$	384.00		6.43	$	—
Exercisable at December 31, 2025		97,973		$	421.00		6.29	$	—

As of December 31, 2025, total unrecognized stock-based compensation cost for unvested common stock options was $2.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.1 years. The weighted- average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $25.50 per share and $102.00 per share, respectively. The total fair value of options vested during the years ended December 31, 2025 and 2024 was $4.3 million and $9.7 million, respectively. Upon option exercise, the Company issues new shares of its common stock.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:


	Years ended December 31,
	2025	2024
Expected volatility	95.3%	88.7%
Risk-free interest rate	3.65%	4.25%
Expected dividend yield	0.0%	0.0%
Expected term	5.29 years	5.95 years

Expected volatility. As the Company’s common stock does not have a significant trading history, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry.

Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present plans to pay cash dividends.

Expected term. For employees, the expected term represents the period of time that options are expected to be outstanding. Because the Company has minimal historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. For nonemployees, the expected term is generally the contractual term of the option.

Employee Stock Purchase Plan

In December 2020, the Company’s board of directors and stockholders approved the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. As of December 31, 2025 and 2024, a total of 60,717 shares and 45,632 shares, respectively, of common stock were authorized for issuance under the ESPP. The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0% of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 18,593 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii). The Company issued 5,136 and 5,308 shares of common stock under the ESPP during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, 43,786 shares of common stock remained available for issuance under the ESPP. Stock-based compensation expense related to the ESPP for the twelve months ended December 31, 2025 and 2024 was $0.1 million and $0.2 million, respectively.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance are as follows in common equivalent shares:

	December 31,
	2025		2024
Warrants for the purchase of common stock		193,581		193,581
Common stock options and restricted stock units issued and outstanding		166,257		152,980
Awards available for future issuance under the 2020 Plan		26,013		23,086
Awards available for future issuance under the ESPP		43,786		33,837
Shares available for future conversions of PPAs		136,923		—
Total common stock reserved for future issuance		566,560		403,484

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 20
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479951/505-20-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-4

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481520/505-30-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 1.D.2)
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-URI https://asc.fasb.org/1943274/2147479921/505-20-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479982/505-20-S25-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6. Commitments and Contingencies

From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company is not currently a party to any legal proceedings the outcome of which the Company believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition.

6. Commitments and Contingencies

Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Merger and Related Share Consolidation

Merger and Related Share Consolidation

Basis of Presentation

Basis of Presentation

Liquidity and Going Concern

Liquidity and Going Concern

Variable Interest Entities

Variable Interest Entities

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Stock-Based Compensation

Stock-Based Compensation

Leases

Leases

Fair Value Option

Fair Value Option

The Pre-Paid Advance was initially recorded at fair value at issuance, which was determined to be equal to the transaction price of $7.15 million. Issuance costs incurred in connection with the Pre-Paid Advance were expensed as incurred, consistent with the requirements applicable to instruments measured at fair value under ASC 825. Subsequent to initial recognition, the Company remeasures the Pre-Paid Advance to fair value at each reporting date, with changes in fair value recognized in earnings within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss. The change in fair value related to accrued interest is presented with the total change in fair value of the Pre-Paid Advance as a single line within the loss on PPAs liability on the consolidated statements of operations and comprehensive loss.

Comprehensive Loss

Comprehensive Income (Loss)

Comprehensive Loss

Net Loss Per Share

Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data):


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
Numerator:
Consolidated net income (loss)	$	452	$	(18,711	)	$	(5,892	)	$	(34,045	)
Denominator:
Denominator for basic net income (loss) per share - weighted-average common stock outstanding		1,660,586		1,170,087			1,581,554			1,167,550
Effect of dilutive securities:
RSUs		1,123		—			—			—
Denominator for diluted net income (loss) per share - adjusted weighted-average common stock outstanding		1,661,709		1,170,087			1,581,554			1,167,550
Basic net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)
Diluted net income (loss) per share	$	0.27	$	(15.99	)	$	(3.73	)	$	(29.16	)

Potentially dilutive securities not included in the calculation of diluted net income (loss) per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	As of June 30,
	2026		2025
Common stock warrants		193,581		193,581
Common stock options		114,059		118,249
Restricted stock units		57,404		52,130
ESPP shares		380		1,374
Total		365,424		365,334

Net Loss Per Share

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):


	December 31,
	2025		2024
Common stock warrants		193,581		193,581
Common stock options		117,581		121,920
Restricted stock units		48,678		31,060
ESPP shares		991		1,577
PPA Shares		136,923		—
Total		497,754		348,138

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Concentrations of Risk

Concentrations of Risk

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Derivative Instruments and Warrant Liabilities

Derivative Instruments and Warrant Liabilities

Revenue Recognition

Revenue Recognition

Research and Development Expenses

Research and Development Expenses

Patent Costs

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expenses and expensed as incurred since recoverability of such expenditures is uncertain.

Income Taxes

Income Taxes

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Tax Credit Carryforward [Line Items]
Deferred Income Tax Expense (Benefit)	$ 0
Income Tax Paid, before Refund Received	0
Deferred Tax Assets, Valuation Allowance	(115,932)	$ (102,655)
Change in Valuation Allowance	13,300
Federal Net Operating Loss Carryforward	244,400
State net operating loss carryforwards	$ 2,200
Tax Credit Carryforward, Limitations on Use	The federal net operating loss and approximately $1.1 million of state net operating losses can be carried forward indefinitely, subject to an 80% limitation against taxable income. The remaining state net operating losses of approximately $1.1 million will begin to expire in 2042, unless previously utilized.
Tax Credit Carryforward, Amount	$ 11,800
Tax Credit Carryforward Expiration Period	2040 years
Orphan Drug Credit	$ 5,600
Orphan drug credit carryforwards Expiration Period	2041 years
Use of annual operating loss carryforwards	Sections 382 and 383, annual use of the Company’s net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period.
Research Tax Credit Carryforward [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Amount	$ 4,000

Schedule of fair value, net derivative asset (liability) measured on recurring basis, unobservable input reconciliation (Details) - Warrant [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Common stock price	$ 4.14	$ 28.39	$ 29.55
Risk-free rate	4.17%	3.68%	4.40%
Expected term (in years)	3 years 11 months 23 days	4 years 5 months 19 days	5 years 5 months 19 days
Expected volatility	118.40%	103.20%	94.60%
Dividend yield	0.00%	0.00%	0.00%

Schedule of accounts payable and accrued expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 12,705	$ 8,194	$ 1,902
Accrued research and development	6,362	7,280	8,033
Accrued research and development includes related party amount	300	0
Other accrued expenses	384	879	1,043
Total	$ 19,451	16,353	13,704
Accrued compensation		$ 37	$ 2,726

Schedule of unrecognized tax benefit amount (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Unrecognized tax benefits - beginning	$ 4,582	$ 3,602
Gross increases - tax positions in prior period	52	0
Gross increase - current-period tax positions	717	980
Unrecognized tax benefits - ending	$ 5,351	$ 4,582

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, and warrants to purchase common stock. The carrying amounts of the Company’s cash and cash equivalents and accounts payable and accrued expenses are considered to be representative of their respective fair values due to their short-term nature.

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy.

The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows.


	As of June 30, 2026
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	1,281	$	—	$	—	$	1,281
Liabilities
Warrants	$	—	$	—	$	622	$	622


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	4,285	$	—	$	—	$	4,285
Liabilities
Warrants	$	—	$	—	$	3,516	$	3,516
Pre-Paid Advance	$	—	$	—	$	4,142	$	4,142

No transfers between levels have occurred during the periods presented.

Cash Equivalents

Cash equivalents are comprised of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Warrant Liability

As of June 30, 2026, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 8), which did not meet the criteria for equity classification in accordance with ASC Subtopic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”), and are therefore accounted for as liabilities at fair value.

The Company estimates the fair value of its warrants using significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model.

The significant inputs used in the valuation models to measure the fair value of the warrants are as follows:


	Valuation Date
	June 30, 2026			December 31, 2025
Common stock price	$	4.14		$	28.39
Risk-free rate		4.17	%		3.68	%
Expected term (in years)		3.98			4.47
Expected volatility		118.4	%		103.2	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

	Warrant Liability
Balance at December 31, 2025	$	3,516
Change in fair value of warrant liability		(2,894	)
Balance at June 30, 2026	$	622

The fair value of the warrant liability as of June 30, 2026 was determined using the re-priced exercise price of $4.35 which was determined in April 2026 after the Share Consolidation (refer to Note 8 for further details). Changes in the fair value of the liability-classified warrants are recognized within the gain (loss) on warrant liability, a component of other income (expense) in the condensed consolidated statements of operations and comprehensive income (loss).

PPAs Liability

As of December 31, 2025, Level 3 liabilities included the Pre-Paid Advance (as defined in Note 7) issued to the Company in November 2025, for which the Company elected the fair value option. The Pre-Paid Advance was fully converted into shares of the Company’s common stock as of February 2026 under the terms of the agreement and no remaining liability was outstanding as of June 30, 2026.

The Pre-Paid Advance was classified within Level 3 of the fair value hierarchy as the fair value was derived using a Monte Carlo simulation model in a risk neutral framework, which uses significant unobservable inputs. The significant assumptions used in the valuation model included volatility, expected term, risk-free rates, and credit-adjusted discount rates.

The following table presents the changes in the fair value of Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

	PPAs Liability
Balance at December 31, 2025	$	4,142
Conversion of Pre-Paid Advance into common stock		(3,869	)
Change in fair value of PPAs liability		(273	)
Balance at June 30, 2026	$	—

Changes in the fair value of the Pre-Paid Advance are recognized within the gain on PPAs liability, a component of other income (expense) on the condensed consolidated statements of operations and comprehensive income (loss).

4. Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, pre-paid advances, accounts payable and accrued expenses, and warrants to purchase common stock. The carrying amounts of the Company’s cash and cash equivalents and accounts payable and accrued expenses are considered to be representative of their respective fair values due to their short-term nature.

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	4,285	$	—	$	—	$	4,285
Liabilities
Warrants	$	—	$	—	$	3,516	$	3,516
Pre-Paid Advance	$	—	$	—	$	4,142	$	4,142


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	38,822	$	—	$	—	$	38,822
Liabilities
Warrants	$	—	$	—	$	3,811	$	3,811

No transfers between levels have occurred during the periods presented.

Cash Equivalents

Cash equivalents are comprised of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Warrant Liability

As of December 31, 2025, Level 3 liabilities include the warrant liability which resulted from warrants being issued on December 20, 2024 (as further described in Note 8), which did not meet the criteria for equity classification in accordance with ASC Subtopic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”), and are therefore accounted for as liabilities at fair value.

The significant inputs used in the valuation models to measure the fair value of the warrants are as follows:


	Valuation Date
	December 31, 2025	December 31, 2024
Common stock price	$28.40	$29.55
Risk-free rate	3.68%	4.40%
Expected term (in years)	4.47	5.47
Expected volatility	103.2%	94.6%
Dividend yield	0.0%	0.0%

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2025 (in thousands):

	Warrant Liability
Balance at December 31, 2024	$	3,811
Change in fair value of warrant liability		(295	)
Balance at December 31, 2025	$	3,516

Changes in the fair value of the liability-classified warrants are recognized within the gain on warrant liability, a component of other income (expense) in the consolidated statements of operations and comprehensive loss.

PPAs Liability

As of December 31, 2025, Level 3 liabilities include the Pre-Paid Advance issued to the Company in November 2025 (as further described in Note 7), for which the Company elected the fair value option.

The Pre-Paid Advance is classified within Level 3 of the fair value hierarchy as the fair value is derived using a Monte Carlo simulation model in a risk neutral framework, which uses significant unobservable inputs. The significant assumptions used in the valuation model include volatility, expected term, risk-free rates, and credit-adjusted discount rates.

The following table presents the changes in the fair value of Level 3 liabilities for the year ended December 31, 2025 (in thousands):

	PPAs Liability
Balance at December 31, 2024	$	—
Issuance of Pre-Paid Advance		7,125
Partial conversion of Pre-Paid Advance into common stock		(3,389	)
Change in fair value of PPAs liability		406
Balance at December 31, 2025	$	4,142

Changes in the fair value of the Pre-Paid Advance are recognized within the loss on PPAs liability, a component of other income (expense) on the consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities
Net loss	$ (5,892)	$ (34,045)	$ (59,607)	$ (69,776)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	120	298	373	925
Loss on disposal of property and equipment			185
Change in fair value of warrant liability	(2,894)	(1,583)	(295)	(807)
Change in fair value of PPAs liability			406
Commitment fee under SEPA			282
Financing costs related to PPAs			742
Change in fair value of PPAs	(273)
Stock-based compensation	1,575	3,022	5,434	8,921
Changes in operating assets and liabilities:
Accounts receivable	(2,000)
Prepaid expenses and other assets	181	(383)	1,128	2,903
Accounts payable and accrued expenses	3,087	2,535	2,804	(13,461)
Accounts payable and accrued expenses - related parties	300
Right-of-use assets and lease liabilities, net	110	(252)	344	(641)
Net cash used in operating activities	(5,686)	(30,408)	(48,204)	(71,936)
Cash flows from financing activities
Proceeds from issuance of common stock under SEPA	413
Payment of financing costs related to issuance of common stock, PPAs and SEPA	(289)	(444)	(897)
Proceeds from issuance of common stock and warrants, net of issuance costs				9,215
Proceeds from issuance of common stock under Employee Stock Purchase Plan	3	47	100	342
Payments for taxes related to net settlement of equity awards	(15)	(34)	(52)	(46)
Proceeds from PPAs			7,125
Net cash provided by financing activities	112	(431)	6,276	9,511
Net decrease in cash and cash equivalents	(5,574)	(30,839)	(41,928)	(62,425)
Cash and cash equivalents, beginning of period	7,118	49,046	49,046	111,471
Cash and cash equivalents, end of period	1,544	18,207	7,118	49,046
Supplemental disclosure of non-cash investing and financing activities
Fair value of common stock issued in satisfaction of PPAs liability	3,869		3,389
Increase in right-of-use assets and operating lease liabilities resulting from contract modification		$ 5,999	5,999
PPAs related costs included in accounts payable and accrued expense			289
Equity issuance costs included in accounts payable and accrued expense				$ 445

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2023		$ 486,935	$ (416,263)	$ 70,672
Beginning balance (in shares) at Dec. 31, 2023	961,551
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	1,540
Issuance of common stock for Employee Stock Purchase Plan		342		342
Issuance of common stock for Employee Stock Purchase Plan (in shares)	5,309
Taxes related to net share settlement of equity awards		(46)		(46)
Stock-based compensation expense		8,921		8,921
Net loss			(69,776)	(69,776)
Issuance of common stock, net of issuance costs and warrant liability		4,152		4,152
Issuance of common stock, net of issuance costs and warrant liability (in shares)	193,583
Ending balance, value at Dec. 31, 2024		500,304	(486,039)	14,265
Ending balance (in shares) at Dec. 31, 2024	1,161,983
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	9,739
Issuance of common stock for Employee Stock Purchase Plan		47		47
Issuance of common stock for Employee Stock Purchase Plan (in shares)	2,709
Taxes related to net share settlement of equity awards		(34)		(34)
Stock-based compensation expense		3,022		3,022
Net loss			(34,045)	(34,045)
Ending balance, value at Jun. 30, 2025		503,339	(520,084)	(16,745)
Ending balance (in shares) at Jun. 30, 2025	1,174,431
Beginning balance, value at Dec. 31, 2024		500,304	(486,039)	14,265
Beginning balance (in shares) at Dec. 31, 2024	1,161,983
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	12,555
Issuance of common stock for Employee Stock Purchase Plan		100		100
Issuance of common stock for Employee Stock Purchase Plan (in shares)	5,137
Taxes related to net share settlement of equity awards		(52)		(52)
Stock-based compensation expense		5,434		5,434
Net loss			(59,607)	(59,607)
Issuance of common stock under PPAs		3,389		3,389
Issuance of common stock under PPAs (in shares)	84,743
Issuance of common stock for commitment fee under SEPA		282		282
Issuance of common stock for commitment fee under SEPA (in shares)	4,868
Ending balance, value at Dec. 31, 2025		509,457	(545,646)	(36,189)
Ending balance (in shares) at Dec. 31, 2025	1,269,286
Beginning balance, value at Mar. 31, 2025		501,920	(501,373)	547
Beginning balance (in shares) at Mar. 31, 2025	1,168,022
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	3,700
Issuance of common stock for Employee Stock Purchase Plan		47		47
Issuance of common stock for Employee Stock Purchase Plan (in shares)	2,709
Taxes related to net share settlement of equity awards		(5)		(5)
Stock-based compensation expense		1,377		1,377
Net loss			(18,711)	(18,711)
Ending balance, value at Jun. 30, 2025		503,339	(520,084)	(16,745)
Ending balance (in shares) at Jun. 30, 2025	1,174,431
Beginning balance, value at Dec. 31, 2025		509,457	(545,646)	(36,189)
Beginning balance (in shares) at Dec. 31, 2025	1,269,286
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	10,958
Issuance of common stock for Employee Stock Purchase Plan		3		3
Issuance of common stock for Employee Stock Purchase Plan (in shares)	800
Taxes related to net share settlement of equity awards		(15)		(15)
Stock-based compensation expense		1,575		1,575
Net loss			(5,892)	(5,892)
Issuance of common stock under PPAs		3,869		3,869
Issuance of common stock under PPAs (in shares)	334,144
Issuance of common stock under SEPA		413		413
Issuance of common stock under SEPA (in shares)	48,092
Ending balance, value at Jun. 30, 2026		515,302	(551,538)	(36,236)
Ending balance (in shares) at Jun. 30, 2026	1,663,280
Beginning balance, value at Mar. 31, 2026		514,681	(551,990)	(37,309)
Beginning balance (in shares) at Mar. 31, 2026	1,659,612
Issuance of common stock under equity incentive plans, net of shares withheld for taxes
Issuance of common stock under equity incentive plans, net of shares withheld for taxes (in shares)	2,868
Issuance of common stock for Employee Stock Purchase Plan		3		3
Issuance of common stock for Employee Stock Purchase Plan (in shares)	800
Taxes related to net share settlement of equity awards		(1)		(1)
Stock-based compensation expense		619		619
Net loss			452	452
Ending balance, value at Jun. 30, 2026		$ 515,302	$ (551,538)	$ (36,236)
Ending balance (in shares) at Jun. 30, 2026	1,663,280

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Accounts payable and accrued expenses	$ 300	$ 0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000	200,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	350,000,000	350,000,000	350,000,000
Common stock, issued	1,663,280	1,269,286	1,161,983
Common stock, outstanding	1,663,280	1,269,286	1,161,983
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, authorized	15,368,569	15,368,569	15,368,569
Common stock, issued	0	0	0
Common stock, outstanding	0	0	0

Segment Information (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

Schedule of segment expenses reviewed by the CDMO

The following table provides R&D expenses by program with a reconciliation to net income (loss) for the periods indicated, which are regularly reviewed by the CODM:

	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
	(in thousands)					(in thousands)
Collaboration and other revenue	$	6,500	$	—		$	6,500		$	—
Program expenses:
BA3182 (CAB EpCAM x CAB CD3)	$	322	$	2,136		$	2,141		$	3,076
Other CAB Programs		2,031		8,032			2,044			14,300
Total program expenses		2,353		10,168			4,185			17,376
Personnel and related		481		2,145			2,248			5,603
Equity-based compensation		135		567			457			1,342
Facilities and other		373		804			1,034			1,718
Total research and development expenses		3,342		13,684			7,924			26,039
General and administrative expenses
Personnel and related		727		1,577			1,910			3,680
Equity-based compensation		485		810			1,119			1,680
Facilities and other		1,719		2,576			4,628			4,862
Total general and administrative expenses		2,931		4,963			7,657			10,222
Interest and other income (expense)		225		(64	)		3,189			2,216
Net income (loss) and comprehensive income (loss)	$	452	$	(18,711	)	$	(5,892	)	$	(34,045	)

The following table provides R&D expenses by program with a reconciliation to net loss for the periods indicated, which are regularly reviewed by the CODM:

	Years Ended December 31,
	2025			2024
	(in thousands)
Collaboration and other revenue	$	2,000		$	11,000
Program expenses:
Mecbotamab vedotin, BA3011 (CAB AXL-ADC)		7,848			12,934
Ozuriftamab vedotin, BA3021 (CAB ROR2-ADC)		5,446			8,962
Evalstotug, BA3071 (CAB CTLA-4)		5,026			9,103
BA3182 (CAB EpCAM x CAB CD3)		7,869			5,111
Other CAB Programs		3,768			6,912
Total program expenses		29,957			43,022
Personnel and related		8,180			12,082
Equity-based compensation		2,199			4,238
Facilities and other		3,237			3,753
Total research and development expenses		43,573			63,095
General and administrative expenses
Personnel and related		5,286			7,213
Equity-based compensation		3,235			4,683
Facilities and other		9,211			9,952
Total general and administrative expenses		17,732			21,848
Interest and other income (expense)		(302	)		4,167
Net loss and comprehensive loss	$	(59,607	)	$	(69,776	)

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26A

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-25

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

+ Details

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Leases

Components of lease expense

The components of lease expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) include (in thousands):

Components of lease expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease expense	$	359	$	331	$	718	$	592
Variable lease expense		88		215		207		395
Total lease expense, net	$	447	$	546	$	925	$	987

The components of lease expense included in the Company’s consolidated statements of operations and comprehensive loss include (in thousands):

Components of lease expense
	Years ended December 31,
	2025		2024
Operating lease expense	$	1,311	$	1,043
Variable lease expense		568		689
Total lease expense, net	$	1,879	$	1,732

Summary of weighted average remaining lease term and weighted average discount rate

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:


	As of June 30,
	2026			2025
Weighted average remaining lease term (in years)		4.40			5.40
Weighted average discount rate percentage		9.00	%		9.00	%

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:


	December 31,
	2025			2024
Weighted average remaining lease term (in years)		4.9			0.5
Weighted average discount rate percentage		9.00	%		3.50	%

Supplemental cash flow information related to leases

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cash paid for amounts included in the measurement of operating leases	$	365	$	557	$	609	$	845

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):


	Years ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of operating leases	$	967	$	1,685

Maturities of operating lease liabilities

Maturities of operating lease liabilities as of June 30, 2026 were as follows (in thousands):

	Operating lease
Six months ending December 31, 2026	$	875
2027		1,528
2028		1,574
2029		1,621
2030		1,529
Total future lease payments		7,127
Less: imputed interest		(1,264	)
Total operating lease liabilities	$	5,863

Maturities of operating lease liabilities as of December 31, 2025 were as follows (in thousands):


Years ending December 31:	Operating lease
2026	$	1,484
2027		1,528
2028		1,574
2029		1,621
2030		1,529
Total future lease payments		7,736
Less imputed interest		(1,536	)
Total operating lease liabilities	$	6,200

401(k) Plan

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Retirement Benefits [Abstract]

401(k) Plan

11. 401(k) Plan

The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain matching contributions to the 401(k) plan. To date, the Company has not made any matching contributions.

11. 401(k) Plan

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/715/tableOfContent

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

+ Details

Stockholders’ Equity (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2026

Dec. 31, 2025

Equity [Abstract]

Schedule of stock-based compensation expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	135	$	567	$	457	$	1,342
General and administrative		484		810		1,118		1,680
Total	$	619	$	1,377	$	1,575	$	3,022

Stock-based compensation expense recognized for all equity awards under the 2020 Plan has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):

	Years ended December 31,
	2025		2024
Research and development	$	2,199	$	4,238
General and administrative		3,235		4,683
Total	$	5,434	$	8,921

Summary of restricted stock units

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2026:

Summary of restricted stock units

	Number of Shares			Weighted - Average Grant Date Fair Value
Outstanding at December 31, 2025		49,254		$	58.95
Granted		30,120		$	8.57
Vested		(12,939	)	$	43.97
Forfeited		(9,031	)	$	54.02
Outstanding at June 30, 2026		57,404		$	36.67

The following table summarizes RSU activity under the 2020 Plan for the year ended December 31, 2025:

Summary of restricted stock units	Number of Shares			Weighted - Average Grant Date Fair Value
Outstanding at December 31, 2024		31,060		$	124.00
Granted		37,260		$	16.00
Vested		(14,565	)	$	119.00
Forfeited		(5,077	)	$	54.50
Outstanding at December 31, 2025		48,678		$	50.00

Summary of stock option activity

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2026:

Summary of stock option activity

	Number of Options			Weighted - Average Exercise Price Per Share		Weighted - Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Balance at December 31, 2025		117,703		$	393.71		6.43	$	—
Forfeited		(3,417	)	$	198.71
Expired		(227	)	$	785.66
Balance at June 30, 2026		114,059		$	388.45		5.07	$	—
Vested and expected to vest at June 30, 2026		114,059		$	388.45		5.07	$	—
Exercisable at June 30, 2026		105,840		$	404.00		4.94	$	—

The following table summarizes stock option activity under the 2020 Plan for the year ended December 31, 2025:

Summary of stock option activity	Number of Options			Weighted - Average Exercise Price Per Share		Weighted - Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Balance at December 31, 2024		121,920		$	382.50	7.59		$	—
Granted		180		$	34.00
Exercised		—		$	—
Forfeited		(3,011	)	$	277.00
Expired		(1,507	)	$	424.00
Balance at December 31, 2025		117,582		$	384.00		6.43	$	—
Vested and expected to vest at December 31, 2025		117,582		$	384.00		6.43	$	—
Exercisable at December 31, 2025		97,973		$	421.00		6.29	$	—

Schedule of common stock reserved for future issuance

Common stock reserved for future issuance are as follows in common equivalent shares:

	June 30, 2026		December 31, 2025
Warrants for the purchase of common stock		193,581		193,581
Common stock options and restricted stock units issued and outstanding		171,463		166,257
Awards available for future issuance under the 2020 Plan		39,200		26,013
Awards available for future issuance under the ESPP		59,278		43,786
Shares available for future conversions of PPAs		—		136,923
Total common stock reserved for future issuance		463,522		566,560

Common stock reserved for future issuance are as follows in common equivalent shares:

	December 31,
	2025		2024
Warrants for the purchase of common stock		193,581		193,581
Common stock options and restricted stock units issued and outstanding		166,257		152,980
Awards available for future issuance under the 2020 Plan		26,013		23,086
Awards available for future issuance under the ESPP		43,786		33,837
Shares available for future conversions of PPAs		136,923		—
Total common stock reserved for future issuance		566,560		403,484

Schedule of assumptions used in Black-Scholes Model

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:


	Years ended December 31,
	2025	2024
Expected volatility	95.3%	88.7%
Risk-free interest rate	3.65%	4.25%
Expected dividend yield	0.0%	0.0%
Expected term	5.29 years	5.95 years

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Research and development expense (includes related party amounts	$ 975	$ 0	$ 975	$ 0	$ 300	$ 2,150
Net income (loss) per common share, basic	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)
Net income (loss) per common share, diluted	$ 0.27	$ (15.99)	$ (3.73)	$ (29.16)	$ (50.66)	$ (71.83)
Weighted-average shares of common stock outstanding, basic	1,660,586	1,170,087	1,581,554	1,167,550	1,176,558	971,467
Weighted-average shares of common stock outstanding, diluted	1,661,709	1,170,087	1,581,554	1,167,550	1,176,558	971,467

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482705/350-40-65-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479719/606-10-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
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-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
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-Paragraph 2
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.9-04(27))
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

Schedule of property and equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Line Items]
Property, plant and equipment, gross	$ 5,428	$ 5,428	$ 7,681
Less accumulated depreciation and amortization	(5,428)	(5,308)	(7,003)
Total		120	678
Furniture Fixtures And Office Equipment [Member]
Property, Plant, and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,101	$ 1,101	1,721
Furniture Fixtures And Office Equipment [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment useful life	3 years	3 years
Furniture Fixtures And Office Equipment [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment useful life	7 years	7 years
Laboratory Equipment [Member]
Property, Plant, and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,829	$ 1,829	2,280
Property plant and equipment useful life	5 years	5 years
Leasehold Improvements [Member]
Property, Plant, and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,498	$ 2,498	$ 3,680
Leasehold Improvements [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment useful life	2 years	2 years
Leasehold Improvements [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Property plant and equipment useful life	3 years	3 years

Schedule of assumptions used in Black-Scholes Model (Details) - Equity Option [Member]	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Offsetting Assets [Line Items]
Expected volatility	95.30%	88.70%
Risk-free interest rate	3.65%	4.25%
Expected dividend yield	0.00%	0.00%
Expected term	5 years 3 months 14 days	5 years 11 months 12 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-7A

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483444/210-20-55-12

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 20
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the Company’s income tax expense is as follows (in thousands):

	Year Ended December 31, 2025
	Amount			%
Tax computed at the federal statutory rate	$	(12,518	)		21.0	%
State and local income taxes, net of federal income tax effect ⁽¹⁾		—			—	%
Tax credits:
Research and development credit		(1,279	)		2.1	%
Orphan drug credit		(533	)		0.9	%
Change in valuation allowance		12,829			(21.5	)%
Non-taxable or nondeductible items:
Permanent items		117			(0.2	)%
Equity compensation		403			(0.7	)%
Nondeductible officer’s compensation		981			(1.6	)%
Changes in unrecognized tax benefits		—			—	%
Other, net		—			—	%
Provision for income taxes	$	—			—	%


⁽¹⁾	The state that contributes to the majority (greater than 50%) of the tax effect in this category was California for year ending December 31, 2025.

	Year Ended December 31, 2024
Tax computed at the federal statutory rate	$	(14,653	)
State income taxes, net of federal tax benefit		(49	)
Nondeductible executive compensation		369
Stock-based compensation		294
Research and development and orphan drug credits		(3,789	)
Uncertain tax positions		947
Other, net		(132	)
Valuation allowance		17,013
Income tax expense	$	—

For the year ended December 31, 2025, the Company’s loss was entirely domestic. No current or deferred income tax expense was incurred and no cash income taxes were paid during the year ended December 31, 2025.

The Company’s net deferred tax assets (liabilities) are as follows (in thousands):


	Years Ended December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforwards	$	51,463		$	33,799
Liability to licensor		4,159			4,159
Goodwill		2,427			2,683
Lease liability		1,302			176
Accrued compensation		—			556
Research credit carryforwards		15,424			13,221
Section 174 cost capitalization		30,808			36,951
Section 59(e) cost capitalization		6,300			7,350
Stock-based compensation		3,635			3,938
Deferred gain		1,491			—
Fixed assets		4			—
Other		81			5
Gross deferred tax assets		117,094			102,838
Less: valuation allowance		(115,932	)		(102,655	)
Total deferred tax assets		1,162			183
Deferred tax liabilities:
Fixed assets		—			(75	)
Operating lease right-of-use asset		(1,162	)		(108	)
Total deferred tax liabilities		(1,162	)		(183	)
Net deferred tax assets	$	—		$	—

A valuation allowance of approximately $115.9 million as of December 31, 2025 has been established to offset the deferred tax assets as the Company has determined that it is not more likely than not that these assets will be realized. The valuation allowance increased by approximately $13.3 million during 2025.

At December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $244.4 million and $2.2 million, respectively. The federal net operating loss and approximately $1.1 million of state net operating losses can be carried forward indefinitely, subject to an 80% limitation against taxable income. The remaining state net operating losses of approximately $1.1 million will begin to expire in 2042, unless previously utilized.

At December 31, 2025, the Company had federal and California research and development credit carryforwards of approximately $11.8 million and $4.0 million, respectively. The federal credit carryforwards will begin to expire in 2040, unless previously utilized. The California credits will carry forward indefinitely.

At December 31, 2025, the Company also had federal orphan drug credit carryforwards of approximately $5.6 million. The orphan drug credit carryforwards will begin to expire in 2041, unless previously utilized.

Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated. Further, the Company’s deferred tax assets associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382.

Under the FASB’s accounting guidance related to income tax positions, among other things, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, the guidance provides further clarification on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company regularly evaluates the likelihood of recognizing the benefit for income tax positions taken in various federal and state filings by considering all relevant facts, circumstances, and information available.

A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands):


	Years Ended December 31,
	2025		2024
Unrecognized tax benefits - beginning	$	4,582	$	3,602
Gross increases - tax positions in prior period		52		—
Gross increase – current-period tax positions		717		980
Unrecognized tax benefits - ending	$	5,351	$	4,582

As of December 31, 2025, the Company had gross unrecognized tax benefits of approximately $5.4 million, none of which would affect the Company’s effective tax rate due to the existence of the valuation allowance. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s consolidated balance sheets and has not recognized interest or penalties in the consolidated statements of operations and comprehensive income for the year ended December 31, 2025.

The Company is subject to taxation in the United States and various state jurisdictions. The Company is subject to examination by tax authorities in those jurisdictions since 2022 and 2021, respectively, and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine periods where NOLs and research and development credits were generated and carried forward, and make adjustments to the amount of the NOL and research credits carryforward amount. The Company is not currently under examination by any jurisdiction.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law. The Act reinstates and makes permanent 100% first-year bonus depreciation under Section 168(k) for qualified property acquired and placed in service after January 19, 2025. Additionally, the Act permanently allows immediate expensing of domestic research and experimentation expenditures under Section 174 for tax years beginning after December 31, 2024. The Company has reflected the effects of the Act in its income tax provision in accordance with ASC 740 and there was no material impact.

- Definition

The entire disclosure for income tax.

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+ Details