Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 18, 2020, BioAtla, Inc. (the "Company") filed an amended and
restated certificate of incorporation (the "Amended and Restated Certificate")
with the Secretary of State of the State of Delaware in connection with the
completion of the Company's initial public offering of its common stock (the
"IPO"). As disclosed in the Company's Registration Statement on Form S-1 (File
No. 333-250093) (the "Registration Statement") the Company's board of directors
(the "Board") and the Company's stockholders previously approved the Amended and
Restated Certificate to be filed in connection with, and to be effective upon,
the completion of the IPO. The Amended and Restated Certificate amends and
restates the Company's existing certificate of incorporation in its entirety to,
among other things: (i) authorize 350,000,000 shares of common stock;
(ii) eliminate all references to the previously-existing series of preferred
stock; (iii) authorize 15,368,569 shares of Class B common stock; and
(iv) authorize 200,000,000 shares of undesignated preferred stock that may be
issued from time to time by the Board in one or more series.
The foregoing description of the Amended and Restated Certificate is qualified
by reference to the Amended and Restated Certificate, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, on December 18, 2020, in connection with the completion of the IPO,
the amended and restated bylaws of the Company (the "Amended and Restated
Bylaws"), previously approved by the Board and the Company's stockholders,
became effective immediately upon the completion of the IPO. The Amended and
Restated Bylaws amend and restate the Company's bylaws in their entirety to,
among other things: (i) eliminate the ability of the Company's stockholders to
take action by written consent in lieu of a meeting; (ii) establish procedures
relating to the presentation of stockholder proposals at stockholder meetings;
(iii) establish procedures relating to the nomination of directors; and
(iv) conform to the amended provisions of the Amended and Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by
reference to the Amended and Restated Bylaws, a copy of which is attached hereto
as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of BioAtla, Inc.
3.2 Amended and Restated Bylaws of BioAtla, Inc.
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BIOATLA, INC. 
