BioAtla, Inc. has entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., securing access to up to $40 million in capital over the next 36 months. The agreement, effective October 15, 2026, grants the company the right, but not the obligation, to sell common stock to Yorkville at a discount to market prices.
Under the terms of the agreement, BioAtla may request advances from Yorkville by submitting a written notice. Each advance is capped at 100% of the average daily trading volume of BioAtla common stock on the Principal Market during the five consecutive trading days preceding the notice. The company retains the ability to set a minimum acceptable price below which it will not be obligated to sell shares.
Shares sold under the agreement will be purchased by Yorkville at a price equal to 97% of the lowest daily volume-weighted average price (VWAP) of BioAtla common stock on the Principal Market during the three consecutive trading days starting on the date of share delivery. This pricing mechanism excludes any day where the VWAP falls below the company's stated minimum price or where no VWAP is available. The agreement terminates automatically upon the earlier of the 36-month anniversary of the effective date or the date Yorkville has purchased shares totaling the full $40 million commitment amount.
BioAtla agreed to pay Yorkville a commitment fee of $500,000 for this arrangement. This fee represents approximately 2% of the incremental increase from a prior standby equity purchase agreement. The fee was earned on the effective date and is payable in two installments: half within five days of October 15, 2026, and the remainder by December 31, 2026. The company may pay each installment in cash or through the issuance of warrants.
On October 16, 2026, BioAtla issued warrants to Yorkville covering 182,110 shares of common stock to satisfy the first installment of the commitment fee. These warrants are exercisable for a number of shares equal to the applicable portion of the fee divided by the average of the daily VWAPs during the five trading days immediately prior to the effective date or December 31, 2026, as applicable.
The agreement includes standard representations, warranties, and covenants. Yorkville and its affiliates are restricted from beneficially owning more than 4.99% of BioAtla's outstanding voting power or shares. Additionally, no advance may exceed the number of shares registered under an effective registration statement filed with the Securities and Exchange Commission. BioAtla is required to file registration statements for the resale of shares issued under this agreement and cannot issue advance notices until such statements are effective.
Tungsten Partners LLC, doing business as Tungsten Advisors through its broker-dealer Finalis Securities LLC, served as the sole placement agent for this transaction. The securities issued under this agreement rely on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.