BioAge Announces Proposed Public Offering
Rhea-AI Summary
BioAge (Nasdaq: BIOA) on January 20, 2026 announced a proposed underwritten public offering of up to $75.0 million of common stock, with a 30-day underwriter option to purchase up to an additional $11.25 million. All shares will be offered by the company and the offering is subject to market and other conditions with no assurance of completion or final terms. Goldman Sachs, Piper Sandler and Citigroup are joint book‑running managers. Net proceeds, together with existing cash and marketable securities, are intended to fund research, clinical and process development including BGE-102, NLRP3 and APJ programs, working capital, capex and reduction of indebtedness. The offering will be filed on Form S-3.
Positive
- Proposed equity raise of up to $75.0M with $11.25M option
- Proceeds earmarked to fund development of BGE-102 and programs
- Underwritten offering led by Goldman Sachs, Piper Sandler, Citigroup
Negative
- Potential shareholder dilution from up to $86.25M of new shares
- Offering subject to market conditions; completion and terms not assured
Key Figures
Market Reality Check
Peers on Argus
BIOA fell 6.28% while peers like DERM (-3.61%), CTOR (-5.41%), and SXTC (-5.00%) were also down, but no names appeared in the momentum scanner, supporting a stock-specific reaction to the offering.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 12 | Clinical data update | Positive | +27.2% | Additional positive interim Phase 1 BGE-102 data with strong hsCRP reduction. |
| Dec 08 | Partner drug access | Positive | +1.9% | Leqembi added to China commercial insurance innovative drug list. |
| Dec 04 | Clinical data update | Positive | +14.0% | Initial positive Phase 1 BGE-102 data showing brain penetration and target engagement. |
| Dec 04 | Clinical data update | Positive | +14.0% | New Leqembi CTAD 2025 data suggesting multi‑year delay in progression. |
| Nov 25 | Conference participation | Neutral | +3.9% | Announcement of BIOA presentation at Piper Sandler healthcare conference. |
Recent news has generally produced positive share reactions, especially around BGE-102 clinical updates; today’s negative move on an equity offering contrasts with that pattern.
Over the past few months, BIOA has reported multiple positive updates on its NLRP3 inhibitor BGE-102, including interim Phase 1 data showing strong biomarker reductions and favorable safety, which were followed by double-digit percentage gains. The company also highlighted conference participation and Alzheimer’s-related partner data, which coincided with modest to strong price increases. Against that backdrop of positive clinical and strategic momentum, this proposed underwritten public offering introduces a capital-raising event that differs in nature from the earlier value-driving milestones.
Regulatory & Risk Context
BIOA has an active Form S-3/A amendment registering the resale of up to 2,227,124 common shares by a selling stockholder, with the company receiving no proceeds from those sales. Today’s public offering instead represents a primary capital raise by BIOA under a separate effective Form S-3 dated Nov 25, 2025, adding a distinct potential source of dilution.
Market Pulse Summary
This announcement outlines a proposed underwritten public offering of up to $75.0 million in BIOA common stock, plus a $11.25 million underwriter option, under an effective Form S-3 dated Nov 25, 2025. The company intends to use proceeds for research, clinical development of BGE-102 and other programs, manufacturing, and corporate purposes. In context, investors may track how this raise interacts with the existing S-3/A resale registration, prior liquidity levels, and the strong recent clinical data flow around BGE-102.
Key Terms
underwritten public offering financial
registration statement on form s-3 regulatory
prospectus supplement regulatory
prospectus regulatory
securities and exchange commission regulatory
AI-generated analysis. Not financial advice.
EMERYVILLE, Calif., Jan. 20, 2026 (GLOBE NEWSWIRE) -- BioAge Labs, Inc. (Nasdaq: BIOA) (“BioAge”, “the Company”), a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging, today announced a proposed underwritten public offering in which it intends to offer and sell, subject to market and other conditions, up to
Goldman Sachs & Co. LLC, Piper Sandler and Citigroup are acting as joint book-running managers for the proposed offering.
BioAge intends to use the net proceeds from the proposed offering, together with its existing cash, cash equivalents and marketable securities, to fund research, clinical and process development and manufacturing of its product candidates, including BGE-102 and further development of its NLRP3 and APJ programs, working capital, capital expenditures, reduction of indebtedness and for other general corporate purposes.
The shares are being offered by BioAge pursuant to a registration statement on Form S-3 (No. 333-290688) that became effective on November 25, 2025. A preliminary prospectus supplement and accompanying prospectus relating to this offering will be filed with the Securities and Exchange Commission (the “SEC”). When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to this proposed offering may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924, or via email at prospectus@psc.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of BioAge, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the completion, timing of the closing and size of the underwritten offering, the grant of the option to purchase additional shares and the anticipated gross proceeds of the offering and the use thereof. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “possible,” “will,” “would,” and other words and terms of similar meaning. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including: our ability to develop, obtain regulatory approval for and commercialize our product candidates; the timing and results of preclinical studies and clinical trials; the risk that positive interim results in a preclinical study or clinical trial may not be replicated in subsequent trials or success in early stage clinical trials may not be predictive of results in later stage clinical trials; risks associated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, regulatory authorities may require additional information or further studies, or may fail to approve or may delay approval of our drug candidates; the occurrence of adverse safety events; failure to protect and enforce our intellectual property, and other proprietary rights; failure to successfully execute or realize the anticipated benefits of our strategic and growth initiatives; risks relating to technology failures or breaches; our dependence on collaborators and other third parties for the development of product candidates and other aspects of our business, which are outside of our full control; risks associated with current and potential delays, work stoppages, or supply chain disruptions, including due to the imposition of tariffs and other trade barriers; risks associated with current and potential future healthcare reforms; risks relating to attracting and retaining key personnel; changes in or failure to comply with legal and regulatory requirements, including shifting priorities within the U.S. Food and Drug Administration; risks relating to access to capital and credit markets; and the other risks and uncertainties that are detailed under the heading “Risk Factors” included in BioAge’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on November 6, 2025, and BioAge’s other filings with the SEC filed from time to time. 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, media@bioagelabs.com
IR: Dov Goldstein, ir@bioagelabs.com
Partnering: Peng Leong, partnering@bioagelabs.com
FAQ
What amount is BioAge (BIOA) proposing to raise in the January 20, 2026 offering?
How will BioAge (BIOA) use the proceeds from the proposed offering?
Who are the underwriters for the BioAge (BIOA) proposed offering?
When and where will the BioAge (BIOA) prospectus for the offering be available?
Does the proposed BioAge (BIOA) offering guarantee the company will receive the stated funds?
