BIOA 8-K
BioAge Labs, Inc. (BIOA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On March 24, 2026, BioAge Labs, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
The Company has also updated its corporate deck, which is available in the “Investors” portion of the Company’s website at https://ir.bioagelabs.com/.
The information in Item 2.02 and this Item 7.01, including Exhibit 99.1 attached to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in Item 2.02, this Item 7.01, and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit |
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Description |
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99.1 |
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Press release issued by BioAge Labs, Inc. dated March 24, 2026. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOAGE LABS, INC. |
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Date: |
March 24, 2026 |
By: |
/s/ Dov Goldstein |
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Dov Goldstein, M.D. |
Exhibit 99.1
BioAge Labs Reports Full Year 2025 Financial Results and Provides Business Updates from the Fourth Quarter of 2025
Positive interim Phase 1 data for BGE-102, a potent, structurally novel, orally available, brain-penetrant small-molecule NLRP3 inhibitor, demonstrating potential best-in-class reductions in inflammatory biomarkers of cardiovascular risk; Phase 2a proof-of-concept trial planned to initiate in 1H 2026
Indication expansion for BGE-102 into ophthalmology; Phase 1b/2a proof-of-concept trial in diabetic macular edema planned to initiate mid-2026
Completed upsized follow-on public offering of $132.3 million with full exercise of the underwriters’ overallotment option in February 2026
EMERYVILLE, Calif., March 24, 2026 (GLOBE NEWSWIRE) -- BioAge Labs, Inc. ("BioAge”, "the Company"), a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging, today provided financial results for the full year ended December 31, 2025 and business updates for the fourth quarter ended December 31, 2025.
"The past few months have been a defining period for BioAge as we delivered positive interim Phase 1 data for BGE-102 demonstrating potential best-in-class reductions in inflammatory biomarkers of cardiovascular risk, including hsCRP, IL-6, and fibrinogen," said Kristen Fortney, PhD, CEO and co-founder of BioAge. "These results support BGE-102's potential to deliver injectable-like anti-inflammatory efficacy in a convenient oral therapy, and we are advancing toward a Phase 2a proof-of-concept study in the first half of this year. We also expanded BGE-102 into ophthalmology, where its unique profile positions it as a potential 'pipeline in a pill' across cardiovascular, CNS, and ocular diseases. In parallel, we are actively advancing a follow-on NLRP3 inhibitor program to create optionality to address the many diseases driven by the inflammasome. With our upsized $132.3 million follow-on offering, we have further strengthened our balance sheet to support our expanding clinical programs."
Business Highlights
NLRP3 inhibitor clinical development
BGE-102 indication expansion into ophthalmology
APJ agonist program advancement
Upsized follow-on public offering
Strategic partnerships and discovery platform
Full Year 2025 Financial Results
Collaboration revenue was $9.0 million for the year ended December 31, 2025, compared to no revenue for the same period in 2024. The $9.0 million increase in collaboration revenue was the result of revenue recognized under our multi-year research collaboration with Novartis, as work commenced in 2025.
Research and development expenses were approximately $73.9 million for the year ended December 31, 2025, compared to $59.0 million for the same period in 2024. The $14.9 million increase in research and development expenses was primarily attributable
to a $24.3 million increase in direct costs for other programs, primarily related to work performed under the Novartis Agreement and licensing, discovery and development activities related to our novel apelin receptor APJ agonist programs, and a $14.4 million increase in direct costs related to our BGE-102 program associated with IND-enabling activities, drug-product manufacturing and our ongoing Phase 1 SAD/MAD clinical trial. Further contributing to the increase in research and development expenses was a $1.2 million increase in personnel-related expenses, driven by stock-based compensation grants to employees, and a $1.4 million increase in allocated facility and other expenses primarily related to facility expenses for our new headquarters. These increases were partially offset by a $26.4 million reduction in azelaprag direct costs following termination of development in January 2025.
General and administrative expenses were $27.8 million for the year ended December 31, 2025, compared to $19.2 million for the same period in 2024. The $8.6 million increase was primarily attributable to a $3.9 million increase in personnel-related expenses, largely due to an increase in stock-based compensation expense associated with new option grants issued to employees, executives, board members and advisors, a $2.9 million increase in legal fees, a $1.2 million increase in franchise taxes and insurance, primarily related to our public company director and officer insurance policy, and a $0.6 million increase in information technology and equipment costs, primarily related to software expense.
Net loss was $80.6 million for the year ended December 31, 2025, or $2.24 per weighted-average common share outstanding, basic and diluted, compared to a net loss of $71.1 million, or $6.63 per weighted-average common share outstanding, basic and diluted, for the same period in 2024.
As of December 31, 2025, BioAge had approximately $285.1 million in cash, cash equivalents, and marketable securities. Based on our current operating plan, BioAge estimates that existing cash and cash equivalents will be sufficient to fund operations and capital expenses through 2029.
About BioAge Labs, Inc.
BioAge is a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging. The Company's lead product candidate, BGE-102, is a potent, orally available, brain-penetrant small-molecule NLRP3 inhibitor being developed for cardiovascular risk and retinal diseases. A Phase 1 SAD/MAD trial of BGE-102 is underway, with topline data including additional MAD cohorts anticipated in 1H26. The Company is also developing
long-acting injectable and oral small molecule APJ agonists for obesity. BioAge’s additional preclinical programs, which leverage insights from the Company’s proprietary discovery platform built on human longevity data, address key pathways involved in metabolic aging.
Forward-looking statements
This press release contains “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical fact contained in this press release, including without limitation statements regarding our plans to develop and commercialize our product candidates, including BGE-102 and our APJ programs, the potential for BGE-102 as a treatment for atherosclerotic cardiovascular disease risk reduction and diabetic macular edema and the expected timeline for data readouts from our ongoing Phase 1 clinical trial, the timing and results of our ongoing or planned preclinical studies and clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities for BGE-102 and our APJ programs, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain regulatory approvals, the clinical utility of our future product candidates, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the willingness of healthcare professionals to use our product candidates, the sufficiency of our cash, cash equivalents, and marketable securities, general economic conditions, the impact of industry and market conditions on our operations, including fluctuating interest rates and inflation, increased volatility in the debt and equity markets, legislative or regulatory healthcare reforms in the United States, significant political, trade or regulatory developments, including tariffs, federal government shutdowns, or shifting priorities within the U.S. Food and Drug Administration, cybersecurity incidents, and global regional conflicts, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements.
The forward-looking statements in this press release are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of
operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in BioAge’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on March 24, 2026, and BioAge’s other filings with the SEC filed from time to time.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. BioAge undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contacts
PR: Chris Patil, [email protected]
IR: Dov Goldstein, [email protected]
Partnering: [email protected]
Web: https://bioagelabs.com
BIOAGE LABS, INC.
Unaudited Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share information)
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For the Year Ended |
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December 31, |
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2025 |
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2024 |
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Collaboration Revenue |
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$ |
8,995 |
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$ |
— |
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Operating expenses: |
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Research and development |
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73,966 |
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59,036 |
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General and administrative |
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27,809 |
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19,158 |
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Total operating expenses |
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101,775 |
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78,194 |
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Loss from operations |
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(92,780 |
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(78,194 |
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Other income (expense), net: |
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Interest expense |
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(697 |
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(2,367 |
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Interest and other income (expense), net |
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13,086 |
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9,629 |
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Gain (loss) from changes in fair value of warrants |
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(214 |
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73 |
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Loss on extinguishment of debt |
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— |
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(250 |
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Total other income (expense), net |
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12,175 |
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7,085 |
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Net loss |
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$ |
(80,605 |
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$ |
(71,109 |
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Net loss per share attributable to common stockholders, basic and diluted |
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(2.24 |
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$ |
(6.63 |
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Weighted-average common shares outstanding, basic and dilutive |
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35,932,914 |
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10,726,521 |
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Comprehensive loss: |
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Net loss |
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(80,605 |
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(71,109 |
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Unrealized holding gains on available-for-sale investments |
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122 |
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— |
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Foreign currency translation adjustment |
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(89 |
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81 |
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Total other comprehensive income |
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33 |
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81 |
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Total comprehensive loss |
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$ |
(80,572 |
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$ |
(71,028 |
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BIOAGE LABS, INC.
Unaudited Consolidated Balance Sheets
(in thousands, except share and per share information)
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December 31, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
188,888 |
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$ |
354,349 |
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Marketable securities, current |
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92,210 |
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— |
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Accounts receivable |
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769 |
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— |
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Prepaid expenses and other current assets |
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4,926 |
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2,754 |
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Total current assets |
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286,793 |
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357,103 |
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Investments |
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100 |
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100 |
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Marketable securities |
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4,032 |
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— |
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Property and equipment, net |
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963 |
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591 |
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Operating lease right-of-use assets |
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2,785 |
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200 |
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Other assets |
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216 |
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240 |
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Total assets |
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$ |
294,889 |
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$ |
358,234 |
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Liabilities |
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Current Liabilities: |
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Accounts payable |
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$ |
2,674 |
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$ |
1,996 |
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Accrued expenses and other current liabilities |
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8,480 |
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11,751 |
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Current portion of term loan |
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2,648 |
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6,000 |
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Operating lease liabilities, current |
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582 |
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202 |
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Deferred revenue, current |
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5,754 |
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7,826 |
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Total current liabilities |
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20,138 |
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27,775 |
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Deferred revenue |
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— |
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4,674 |
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Term loan |
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— |
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2,502 |
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Warrant liability |
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370 |
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156 |
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Operating lease liabilities |
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2,330 |
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— |
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Total liabilities |
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22,838 |
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35,107 |
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Commitments and Contingencies (Note 8) |
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Stockholders’ Equity |
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Preferred stock, $0.00001 par value; 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024; no shares issued and outstanding as of December 31, 2025 and December 31, 2024 |
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— |
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— |
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Common stock, $0.00001 par value; 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 37,386,908 and 35,850,037 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively |
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— |
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— |
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Additional paid-in-capital |
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605,189 |
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575,693 |
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Accumulated other comprehensive income |
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278 |
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245 |
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Accumulated deficit |
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(333,416 |
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(252,811 |
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Total stockholders’ equity |
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272,051 |
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323,127 |
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Total liabilities and stockholders’ equity |
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$ |
294,889 |
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$ |
358,234 |
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