BioAtla Inc.

03/23/2026 | Press release | Distributed by Public on 03/23/2026 14:05

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed, on March 2, 2026, the Company originally convened a special meeting of stockholders (the "Special Meeting") for the sole purpose of adjourning the Special Meeting to a later date and time. At the reconvened Special Meeting on March 23, 2026, there were present, in person virtually or by proxy, holders of 50,698,581 shares of common stock, or approximately 68% of the total outstanding shares eligible to be voted. The final voting results with respect to the proposal presented at the reconvened Special Meeting are set forth below:

Proposal 1: The Merger Proposal

The Company's stockholders approved and adopted the Agreement and Plan of Merger, as amended from time to time, including pursuant to Amendment No. 1 to Agreement and Plan of Merger, which was adopted by the Board of Directors of the Company and executed by the parties to that certain Agreement and Plan of Merger, dated as of January 30, 2026, by and between the Company and its wholly owned subsidiary, BA Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger" and such proposal, the "Merger Proposal"), by the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

49,210,718

1,473,541

14,322

0

Because there were sufficient votes to approve the Merger Proposal, the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Merger Proposal, was not submitted for a vote at the reconvened Special Meeting.

At the effective time of the Merger, (i) Merger Sub 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 Company plans to effect the Merger and the Share Consolidation as soon as possible subject to required Nasdaq notice periods. The effective date of the Merger has not been determined and will be announced by the Company at least two business days prior to its implementation.

BioAtla Inc. published this content on March 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 23, 2026 at 20:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]