Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 6, 2026, BioAtla, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Nasdaq Hearings Panel (the "Panel") had determined to suspend the Company's securities from Nasdaq (the "Delist Determination") based upon (i) the Company's non-compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) and (ii) the Company's failure to demonstrate compliance with the $2.5 million stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1), the latter notwithstanding the Company's prior compliance with the alternative threshold of $35 million in market value of listed securities under Nasdaq Listing Rule 5550(b)(2) for 69 consecutive trading days. Immediately upon receipt of the Delist Determination, and in accordance with Nasdaq Listing Rule 5820(b), the Company submitted a request to the Nasdaq Listing and Hearing Review Council (the "Listing Council") that the Listing Council call for immediate review of the Delist Determination and stay any suspension or delisting action pending completion of the Listing Council's review. The Company was notified on February 8, 2026, that the Listing Council had determined to call for review the Delist Determination. In rendering its decision, the Listing Council also determined to stay any suspension and delisting action pending the outcome of the Listing Council's review.

On August 26, 2026, the Listing Council notified the Company that it had issued a decision affirming the prior determination of the Panel to delist the Company's common stock, par value $0.0001 per share (the "Common Stock"), from Nasdaq.

As a result of the Listing Council's decision, the Common Stock is subject to delisting from Nasdaq. Unless the Nasdaq Board calls the matter for review in its sole discretion pursuant to Nasdaq Listing Rule 5825, trading of the Common Stock on Nasdaq will be suspended at the opening of business on August 31, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC") to remove the Company's securities from listing and registration on Nasdaq following the Nasdaq Board's determination not to call the Listing Council decision for review.

Once the Common Stock is suspended from trading on Nasdaq, the Company expects that the Common Stock would be immediately eligible for quotation on the OTC Markets system under its current trading symbol: BCAB, which may have a material adverse effect on the trading price and volume for the Common Stock. There can be no assurance that a market for the Common Stock will develop or be maintained on the OTC Markets system, and the Company's stockholders may find it more difficult to buy or sell their shares.

In addition, the Company's formal process initiated in March 2026 to explore and evaluate strategic options to maximize shareholder value is ongoing. There can be no assurance that this process will result in any additional agreements or transactions. The Company will provide a further update when the Company's Board of Directors approves a specific action or when the Company determines disclosure is appropriate or required.