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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2021
Equity [Abstract] |
Stockholders' /Members' Equity (Deficit) | 6. Stockholders’/Members' Equity (Deficit) The statement of members' deficit for the three months ended March 31, 2020 is as follows (in thousands, except unit amounts):
|  | Class C Preferred Units |  |  | Class A Units |  |  | Additional Paid-in |  |  | Accumulated |  |  | Noncontrolling |  |  | Total Members’ |
|  | Units |  |  | Amount |  |  | Units |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Interest |  |  | Deficit |
Balance at December 31, 2019 |  |  | 23,968,178 |  |  | $ | 89,345 |  |  |  | 54,600,000 |  |  | $ | 750 |  |  | $ | 2,295 |  |  | $ | (148,354 | ) |  | $ | (47 | ) |  | $ | (56,011 | )
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,604 | ) |  |  | — |  |  |  | (1,604 | )
Balance at March 31, 2020 |  |  | 23,968,178 |  |  | $ | 89,345 |  |  |  | 54,600,000 |  |  | $ | 750 |  |  | $ | 2,295 |  |  | $ | (149,958 | ) |  | $ | (47 | ) |  | $ | (57,615 | )
Initial Public Offering and Related Transactions In December 2020, the Company completed its IPO selling 12,075,000 shares its common stock at $18.00 per share. Proceeds from the Company’s IPO, net of underwriting discounts and commissions and other offering costs, were $198.3 million. In connection with the IPO, all 199,791,519 shares of convertible preferred stock outstanding at the time of the IPO converted into 13,876,510 shares of the Company’s common stock and 1,492,059 shares of the Company’s Class B common stock. 2020 Equity Incentive Plan On October 29, 2020, the Company’s board of directors approved the adoption of the BioAtla, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and approved certain amendments to the 2020 Plan in December 2020. The Company’s stockholders approved the 2020 Plan, as amended, in December 2020. Under the 2020 Plan, the Company may grant awards of common stock to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards. As of March 31, 2021 and December 31, 2020, the total number of common shares reserved for issuance under the 2020 Plan was 6,226,540 and 4,939,678, respectively. On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares available for awards under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4% of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors. The maximum term of the options granted under the 2020 Plan is no more than ten years. Awards under the 2020 Plan generally vest at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. There was no stock-based compensation expense reported for the three months ended March 31, 2020 as the 2020 Plan was not yet adopted. Stock-based compensation expense for the three months ended March 31, 2021 has been reported in the consolidated statements of operations and comprehensive loss as follows (in thousands):
|  | Three Months Ended March 31, 2021 |
Research and development |  | $ | 954 |
General and administrative |  |  | 3,689 |
Total |  | $ | 4,643 |
Restricted Stock Units The following table summarizes RSU activity under the 2020 Plan for the three months ended March 31, 2021:
|  | Number of Shares |  |  | Weighted - Average Grant Date Fair Value |
Outstanding at December 31, 2020 |  |  | 1,920,037 |  |  | $ | 18.00 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | — |  |  | $ | — |
Outstanding at March 31, 2021 |  |  | 1,920,037 |  |  | $ | 18.00 |
As of March 31, 2021, total unrecognized stock-based compensation expense for RSUs was $34.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.7 years. During the three months ended March 31, 2021, the Company modified 138,461 RSU's under the Transition Agreement (See Note 9). Stock Options The following table summarizes stock option activity under the 2020 Plan for the three months ended March 31, 2021 (in thousands, except share and per share data and years):
|  | Number of Options |  |  | Weighted - Average Exercise Price Per Share |  |  | Weighted -Average Remaining Contractual Term (In Years) |  |  | Aggregate Intrinsic Value |
Balance at December 31, 2020 |  |  | 615,106 |  |  | $ | 18.00 |  |  |  | 9.95 |  |  | $ | 9,848 |
Granted |  |  | 26,000 |  |  | $ | 46.39 |  |  |  |  |  |  |
Balance at March 31, 2021 |  |  | 641,106 |  |  | $ | 19.15 |  |  | 9.60 |  |  | $ | 20,316 |
Vested and expected to vest at March 31, 2021 |  |  | 641,106 |  |  | $ | 19.15 |  |  | 9.60 |  |  | $ | 20,316 |
Exercisable at March 31, 2021 |  |  | - |  |  | $ | — |  |  |  |  |  | $ | — |
As of March 31, 2021, total unrecognized stock-based compensation cost for unvested common stock options was $7.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.7 years. The weighted- average grant date fair value of stock options granted, including the impact of modified awards, during the three months ended March 31, 2021 was $46.39 per share. During the three months ended March 31, 2021, the Company modified 7,747 stock options under the Transition Agreement (See Note 9). The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants, including the impact of modified awards, were as follows:
|  | Three Months Ended March 31, 2021
Expected volatility |  | 76.40%
Risk-free interest rate |  | 0.52%
Expected dividend yield |  | 0.0%
Expected term |  | 4.77 years
Expected volatility. As the Company’s common stock does not have a significant trading history, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present plans to pay cash dividends. Expected term. For employees, the expected term represents the period of time that options are expected to be outstanding. Because the Company has minimal historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. For nonemployees, the expected term is generally the contractual term of the option. Employee Stock Purchase Plan In December 2020, the Company’s board of directors and stockholders approved the BioAtla, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. As of March 31, 2021 and December 31, 2020, a total of 833,993 shares and 464,829 shares, respectively, of common stock were reserved for issuance under the ESPP. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0% of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii). In February 2021, employees began to enroll in the ESPP and the Company’s first offering period commenced. Stock-based compensation expense related to the ESPP for the three months ended March 31, 2021 was immaterial. Common Stock Warrants Upon adoption of ASU No. 2018-07 on October 1, 2020, the measurement date of the warrants described below became fixed in accordance with the guidance, and such fair value was nominal since the warrants were deeply out-of-the-money. As of March 31, 2021 all the common stock warrants below are exercisable and expire as follows:
Outstanding and Exercisable |  |  | Exercise Price per Share |  |  | Expiration Date
| 566,586 |  |  | $ | 88.25 |  |  | December 17, 2021
| 151,088 |  |  | $ | 132.37 |  |  | March 12, 2022
| 717,674 |  |  |  |  |  |
Common Stock Reserved for Future Issuance Common stock reserved for future issuance are as follows in common equivalent shares:
|  | March 31, 2021 |  |  | December 31, 2020 |
Warrants for the purchase of common stock |  |  | 717,674 |  |  |  | 717,674 |
Common stock options and restricted stock units issued and outstanding |  |  | 2,561,143 |  |  |  | 2,535,143 |
Awards available for future issuance under the 2020 Plan |  |  | 3,665,397 |  |  |  | 2,404,535 |
Awards available for future issuance under the ESPP |  |  | 833,993 |  |  |  | 464,829 |
Total common stock reserved for future issuance |  |  | 7,778,207 |  |  |  | 6,122,181 |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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