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.

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") has 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 ("MVLS") under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Rule") for 69 consecutive trading days. Pursuant to the Delist Determination and absent an immediate stay by the Nasdaq Listing and Hearing Review Council (the "Listing Council") as discussed below, the Company's common stock, par value $0.0001 per share (the "Common Stock"), will be suspended from trading on Nasdaq at the open of business on February 10, 2026.

As previously disclosed in the Company's Current Report on Form 8-K filed on January 30, 2026, 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 secretly 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. As a result, immediately upon receipt of the Delist Determination on February 6, 2026, and in accordance with Nasdaq Listing Rule 5820(b), the Company submitted a request to the Listing Council to call for immediate review the Delist Determination (the "Call for Review Request"). In the Call for Review Request, the Company requested that the Listing Council stay any suspension or delisting action pending the Listing Council's review of the Delist Determination. Counsel for Nasdaq refused to permit the Company to request the Listing Council to review the Delist Determination, when it has accepted such requests in the past. In response, we provided a July 28, 2025, example of a company that requested and obtained a Listing Council call for review that resulted in a stay of the trading suspension that was issued on the same business day. We also referenced other examples of companies that sought and obtained a Listing Council call for review that resulted in a stay of the trading suspension.

The Company intends to request an appeal of the Delist Determination to the Listing Council in accordance with Nasdaq Listing Rule 5820(a). Such request would not stay the suspension of trading in the Common Stock on Nasdaq. If the Common Stock is suspended from Nasdaq, the Company expects that the Common Stock would be immediately eligible for quotation on the OTCID market operated by OTC Markets under its 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 OTCID market, and the Company's stockholders may find it more difficult to buy or sell their shares.

There can be no assurance that the Company will succeed in its efforts to appeal the Delist Determination to the Listing Council, or, if successful, that the Company will be able to satisfy any conditions imposed by the Listing Council to maintain its Nasdaq listing.