8-K
false 0001826892 0001826892 2021-12-16 2021-12-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2021

 

 

BIOATLA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39787   85-1922320
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

11085 Torreyana Road

San Diego, California

  92121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 558-0708

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   BCAB   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2021, the Board of Directors (the “Board”) of BioAtla, Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Edward L. (Eddie) Williams to the Board, effective December 16, 2021. Mr. Williams will serve as a Class III director until the Company’s 2023 Annual Meeting or until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. Mr. Williams was also appointed to serve on the Audit Committee of the Board of Directors.

On December 16, 2021 (the “Option Grant Date”), in accordance with the Company’s non-employee director compensation policy, the Company granted Mr. Williams, pursuant to the Company’s 2020 Equity Incentive Plan, an initial director grant of 25,000 options to purchase shares of the Company’s common stock, which shall vest with respect to (i) 8,333 Shares on the first anniversary of the Option Grant Date, (ii) 694 Shares on the last day of the next 23 months commencing with the month next following such first anniversary and (iii) 705 Shares on the last day of the 24th month next following such first anniversary, subject, in each case, to Mr. Williams’ continued service as a member of the Board through such vesting date. The Company also entered into its standard form of indemnification agreement with Mr. Williams. The Company’s press release announcing the appointment of Mr. Williams is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

There were no arrangements or understandings between Mr. Williams and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Williams and the Company required to be disclosed herein.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release, dated December 21, 2021
104    Cover Page Interactive Data File


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      BioAtla, Inc.
Date:     December 21, 2021     By:  

/s/ Richard A. Waldron

      Name: Richard A. Waldron
      Title: Chief Financial Officer
EX-99.1

Exhibit 99.1

 

LOGO

BIOATLA APPOINTS EDWARD L. WILLIAMS TO BOARD OF DIRECTORS

SAN DIEGO, CA – December 21, 2021—BioAtla, Inc., a global clinical-stage biotechnology company focused on the development of Conditionally Active Biologic (CAB) antibody therapeutics, today announced that Edward L. (Eddie) Williams has been appointed to the BioAtla Board of Directors and has agreed to serve on the Audit Committee of the Board. Mr. Williams has extensive executive experience in the biopharmaceutical industry and as a member of the board of directors of a biotechnology company in late-stage clinical development. Jay M. Short, Ph.D., Chairman of the Board and Chief Executive Officer, stated, “Eddie’s career of demonstrated success and knowledge in growing biopharmaceutical businesses complements the notable skills and experience of our current directors, and thereby makes an especially valuable contribution to our board’s capabilities as BioAtla advances into late-stage clinical trials and develops commercialization plans and strategies.”

At Novo Nordisk, Inc. Mr. Williams held positions of increasing responsibility from 2006 when he joined to his retirement in 2017. As Senior Vice President, Biopharmaceuticals, he was responsible for general management of all aspects of Novo Nordisk’s biotechnology business and increased that sector’s revenue by three-fold by achieving market leadership in all three of its therapeutic areas including orphan biotech drugs and devices. He was recognized as Global General Manager of the Year, and he served on the global boards of strategy, commercial, marketing, management and business development.

From 2003-2006, Mr. Williams served as Vice President, Sales of the Respiratory and Dermatology business unit of Novartis Pharmaceuticals. Mr. Williams began his career in biopharmaceuticals in 1980 with The Upjohn Company (Pharmacia, now Pfizer) in marketing and sales roles rising to Regional Vice President – Sales for the Northeast Region in 2001-2003.

Since March 2020, Mr. Williams has served as special advisor to the CEO of Ascendis Pharma, Inc., a clinical stage and commercial biopharmaceutical company. From August 2020 to May 2021 he served as its interim US Chief Commercial Officer in preparation for its first commercial launch.

Since 2018, Mr. Williams has served as a member of the Board of Directors of Catalyst Biosciences, Inc., a clinical-stage biopharmaceutical company, and has served on that board’s audit committee, compensation committee and currently serves on the governance and nominating committee. Mr. Williams’ contribution and service to the biotechnology industry is exemplified by his service from 2015-2017 on the Board of Directors, and several of its committees, of the Biotechnology Innovation Organization (BIO). Mr. Williams holds a Bachelor of Science degree from Marshall University.    

 

1


LOGO

 

About BioAtla, Inc.

BioAtla is a global clinical-stage biotechnology company with operations in San Diego, California, and in Beijing, China through our contractual relationship with BioDuro-Sundia, a provider of preclinical development services. Utilizing its proprietary Conditionally Active Biologics (CAB) technology, BioAtla develops novel, reversibly active monoclonal antibody and other protein therapeutic product candidates. CAB product candidates are designed to have more selective targeting, greater efficacy with lower toxicity, and more cost-efficient and predictable manufacturing than traditional antibodies. BioAtla has extensive and worldwide patent coverage for its CAB technology and products with more than 500 patents, more than 250 of which are issued. Broad patent coverage in all major markets include methods of making, screening and manufacturing CAB product candidates in a wide range of formats and composition of matter coverage for specific products. BioAtla has two first-in-class CAB programs currently in Phase 2 clinical testing in the United States, mecbotamab vedotin, BA3011, a novel conditionally active AXL-targeted antibody-drug conjugate (CAB-AXL-ADC), and ozuriftamab vedotin, BA3021, a novel conditionally active ROR2-targeted antibody-drug conjugate (CAB-ROR2-ADC). The investigational CAB-CTLA-4 antibody, BA3071, is a novel CTLA-4 inhibitor designed to reduce systemic toxicity and potentially enable safer combination therapies with checkpoint inhibitors such as anti-PD-1 antibody. To learn more about BioAtla, Inc. visit www.bioatla.com.

# # #

Contact:

Richard Waldron

Chief Financial Officer

BioAtla, Inc.

rwaldron@bioatla.com

858.356.8945

 

F-2