02/09/2026 | Press release | Distributed by Public on 02/09/2026 05:03
| Item 8.01 |
Other Events. |
On February 8, 2026, The Nasdaq Stock Market LLC ("Nasdaq") Office of General Counsel notified BioAtla, Inc. (the "Company") that the Nasdaq Listing and Hearing Review Council (the "Listing Council") has called for review Nasdaq's February 6, 2026, decision (the "Delist Determination") to suspend trading in the Company's securities effective upon the open of the market on February 10, 2026, and ultimately delist the Company's securities from, Nasdaq. In rendering its decision, the Listing Council also determined to stay any such suspension and delisting action pending the outcome of the Listing Council's review. Accordingly, the Company's common stock will continue to trade on Nasdaq during the Listing Council review process. It is the Company's understanding that the Listing Council review process may take several weeks to a few months to complete.
As previously disclosed in the Current Report on Form 8-Kfiled by the Company on February 6, 2026, the Company received notice on February 6, 2026 that Nasdaq had determined to suspend trading in the Company's securities effective February 10, 2026, based upon (i) the Company's non-compliancewith 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) (the "MVLS Rule") for 69 consecutive trading days. The Company believes that Nasdaq's delay in the consideration and confirmation of the Company's compliance status, its subsequent failure to issue a determination that the Company had evidenced compliance with the MVLS Rule as well as Nasdaq's recent decision to covertly overturn longstanding Nasdaq policy regarding the use of super-voting stock to obtain shareholder approval for a reverse stock split, has caused and will cause irreparable harm to the Company. Accordingly, immediately upon receipt of the Delist Determination, the Company requested that the Listing Council call for immediate review the Delist Determination and stay any suspension or delisting action pending completion of the Listing Council's review. While the Nasdaq Office of General Counsel initially refused to accept the Company's request, after further correspondence with Nasdaq counsel, the Company was notified that the Listing Council, pursuant to its regular review process and in its sole discretion, had determined to call the matter for review.
The Company can provide no assurance that the Listing Council's review will result in the continued listing of the Company's common stock on Nasdaq after the outcome of such review.