Item 1.01 Entry Into a Material Definitive Agreement
On
Under the Sales Agreement, the Company will set the parameters for the sale of the Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by methods deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through The Nasdaq Global Market or any other trading market for the Common Stock.
The Sales Agreement provides that Jefferies will be entitled to compensation for its services equal to 3% of the gross proceeds of any shares of Common Stock sold through Jefferies under the Sales Agreement and the Company will reimburse Jefferies for certain expenses incurred in connection with its services under the Sales Agreement, including reasonable legal fees in connection with the establishment of the at the market offering. The Company has no obligation to sell any Shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The shares will be issued pursuant to the Company's shelf registration statement
on Form S-3 (File No. 333-262528), as amended by that certain Post-Effective
Amendment No. 1, Post-Effective Amendment No. 2 and Post-Effective Amendment
No. 3, filed on
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. A copy of the Sales Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the legal opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 1.1 Open Market Sale AgreementSM, dated as ofJanuary 6, 2023 , betweenBioAtla, Inc. andJefferies LLC . 5.1 Opinion ofOrrick, Herrington & Sutcliffe LLP . 23.1 Consent ofOrrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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