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United States securities and exchange commission logo
December 3, 2020
Jay Short, Ph.D.
Chairman and Chief Executive Officer
BioAtla, Inc.
11085 Torreyana Road
San Diego, CA 92121
Re: BioAtla, Inc.
Form S-1
Filed on November
13, 2020
File No.
333-2500093
Dear Dr. Short:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 13, 2020
LLC Conversion, page 82
1. We note your response
to comment 82 and clarify that a diagram depicting the
transactions resulting
in the single legal entity will assist the reader in understanding the
series of transactions.
BA3011 Phase 1 clinical trial
Antitumor Activity, page 135
2. We note your revised
disclosure in response to prior comment 7. Please expand your
disclosure to discuss
your results in terms of the clinical endpoints described on page
135. Please also
disclose whether any of the results related to antitumor activity were
considered
statistically significant. Please include similar disclosure for BA3021.
Jay Short, Ph.D.
FirstName LastNameJay Short, Ph.D.
BioAtla, Inc.
Comapany3,
December NameBioAtla,
2020 Inc.
December
Page 2 3, 2020 Page 2
FirstName LastName
Safety, page 140
3. We note your revised disclosure in response to prior comment 20,
including SAEs
observed in patients receiving the Phase 2 dose level and the 2.4
mg/kg Q3W does level.
We also note your disclosure on page 134 that patients were enrolled
into 9 dose cohorts.
Please revise your disclosure to clarify whether any SAEs were
observed in any of the
other dose cohorts.
Bispecific candidates, page 154
4. We note your response to prior comment 5 and your revised disclosure
regarding the
EpCAM x CD3 bispecific candidates. Please revise your disclosure to
include a
description of preclinical studies or other development activities
conducted for
BA3142, EGFR x CD3 or Nectin-4 x CD3 bispecific antibody product
candidates.
Alternatively, please remove any programs that are not material from
your pipeline table.
Global Co-Development and Collaboration Agreement with BeiGene, Ltd., page 156
5. Please disclose the royalty term under the Global Co-Development and
Collaboration
Agreement with BeiGene.
Amended and Restated Exclusive Rights Agreement with Himalaya Therapeutics
SEZC, page
157
6. Please revise your disclosure to clarify the nature of the rights
granted to Himalaya
Therapeutics SEZC. We also note your disclosure that payments to the
Company may
include upfront payments, milestone payments and double-digit
royalties. Please disclose
the amounts paid to date, aggregate future potential milestone
payments to be received,
and the royalty term.
Exclusive License Agreement with BioAtla Holdings, LLC, page 157
7. Please revise your disclosure to describe the nature of the rights
granted to BioAtla LLC.
Please also describe any obligations of BioAtla under the agreement.
For example, will
BioAtla owe any potential future milestone or royalty payments in
connection with the
rights granted. With respect to your option to acquire the ACT
preparations and ACT
treatments, please expand your disclosure to describe the nature of
the rights you may
acquire. Please also disclose the term of the royalty under your
option.
Exclusive License Agreement with Inversagen, page 157
8. Please revise your disclosure to clarify the nature of the rights
acquired by Inversagen. For
example, did the Company grant a worldwide exclusive license to
develop and
commercialize the antibodies. We also note your disclosure that
Inversagen will pay you
milestone payments and royalties. Please disclose the aggregate future
potential milestone
payments to be received. Please also disclose the royalty rates or
range and the royalty
Jay Short, Ph.D.
FirstName LastNameJay Short, Ph.D.
BioAtla, Inc.
Comapany3,
December NameBioAtla,
2020 Inc.
December
Page 3 3, 2020 Page 3
FirstName LastName
term. With respect to your option to acquire rights to the
immuno-oncology antibody
please specify the nature of those rights and disclose the royalty
term referenced.
Notes to the Financial Statements
1. Organization and summary of significant accounting policies, page F-8
9. We note your response to comments 14 and 27 and revised disclosure.
Regardingthe
March 2019 Division, please address the following:
When describing the "exceptions" related to the operating
agreement and capital
structure between the companies, please identify, in revised
disclosure, which of the
three "Post-Division LLC's" you are referring to as the
"Post-Division Successor". In
this regard, it would appear from your disclosure here that the
"Post-Division
Successor" is the new legal entity named BioAtla, LLC rather than
BioAtla Holdings,
LLC.
and
Your response to comment 12 indicates that prior to July 2020,
you had two
consolidated subsidiaries, Himalaya Therapeutics SEZC and its
wholly owned
subsidiary Himalaya Therapeutics HK Limited. Please clarify
whether these entities
existed at the time of the March 2019 Division. If so, please
include a discussion of
these subsidiaries under the 'Organization' and "LLC Division'
headers in this
footnote as applicable.
10. Please help us better understand and further clarify your disclosures
related to the series
of transactions that took place as part of your Corporate
Reorganization. Please
clarify in your disclosure that Himalaya Parent, LLC became the parent
to BioAtla, LLC
after it was merged into BioAtla MergerSub LLC, with BioAtla, LLC
surviving, if true. If
this is not a true statement, please clarify. Also, clarify how you
subsequently separated
from Himalaya Parent, LLC. Providing us a diagram of your organization
from the Pre-
Division Predecessor to the "Division" and lastly, the corporate
reorganization.
11. Please tell us how your equity accounts reflect compliance with SAB
Topic 4B relating to
undistributed earnings or losses of the limited liability company for
periods prior to
becoming a taxable corporation.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Jay Short, Ph.D.
BioAtla, Inc.
December 3, 2020
Page 4
You may contact Nudrat Salik at 202-551-3692 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Suzanne Hayes at 202-551-3675 with
any other
questions.
FirstName LastNameJay Short, Ph.D. Sincerely,
Comapany NameBioAtla, Inc.
Division of
Corporation Finance
December 3, 2020 Page 4 Office of Life
Sciences
FirstName LastName