BioAge Labs Inc. SEC Filings

BioAge Labs (BIOA) reported Q3 results showing initial collaboration revenue and strong liquidity as it advances metabolic disease programs. Collaboration revenue was $2.1 million in the quarter and $5.9 million year‑to‑date, driven by its Novartis agreement. Operating expenses were $25.2 million, leading to a net loss of $20.2 million and net loss per share of $0.56.

BioAge ended the quarter with $215.6 million in cash and cash equivalents and $295.6 million in total cash, cash equivalents, and marketable securities, and stated this is sufficient to fund planned operations at least one year after issuance of the statements. Deferred revenue was $8.1 million, reflecting ongoing work under the Novartis collaboration.

Subsequent to quarter‑end, the company filed a shelf registration permitting offerings of up to $250.0 million and entered an at‑the‑market Sales Agreement with Leerink Partners for up to $75.0 million in common stock, with a commission rate of up to 3.0%. As of October 31, 2025, shares outstanding were 35,855,037.

BioAge Labs, Inc. furnished an 8‑K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The disclosure is under Item 2.02 (Results of Operations and Financial Condition) and includes Exhibit 99.1 containing the press release. The company notes the information is furnished and not deemed filed under the Exchange Act or the Securities Act. BIOA common stock trades on the Nasdaq Global Select Market.

BioAge Labs, Inc. (BIOA) filed Amendment No. 1 to its S-3 registration statement, registering the resale of up to 2,227,124 shares of common stock by the selling stockholder. The company is not selling any shares and will not receive proceeds from these sales. The amendment adds Rule 473(b) language for automatic effectiveness 20 days after filing.

The registered shares include 1,638,236 shares issued upon conversion of Series D preferred stock and 588,888 shares issued in a private placement under a Share Purchase Agreement. The selling stockholder may dispose of shares over time through methods described under “Plan of Distribution,” including brokerage transactions, block trades, privately negotiated transactions, hedging, and short sales after the registration statement is declared effective. BioAge will bear registration expenses, while the selling stockholder covers selling commissions and similar costs. As context, shares outstanding were 35,850,037 as of June 30, 2025.

BioAge Labs, Inc. filed Amendment No. 1 to a Form S-3 shelf registration to allow primary offerings of up to $250.0 million of common stock, preferred stock, debt securities, warrants, subscription rights and units, to be sold from time to time after effectiveness. The amendment adds language under Rule 473(b) for automatic effectiveness 20 days following filing.

The shelf includes a sales agreement prospectus for an at-the-market program of up to $75.0 million in common stock with Leerink Partners LLC, which is part of the $250.0 million capacity. Cash proceeds, if any, would be received by the company upon sales under the shelf or ATM, with pricing, fees and net proceeds to be detailed in prospectus supplements. BioAge’s common stock trades on Nasdaq as “BIOA”; the last reported price was $7.47 on November 4, 2025.

As context, shares outstanding were 35,850,037 as of June 30, 2025.

BioAge Labs, Inc. filed a shelf registration on Form S-3 to offer up to $250.0 million of various securities and a sales-agreement prospectus supplement to sell up to $75.0 million of common stock under an October 2, 2025 sales agreement with Leerink Partners LLC. The prospectus discloses forward-looking risks tied to clinical development of BGE-102 and the APJ program, regulatory timing and approvals, commercialization and manufacturing capabilities, and general economic and geopolitical risks. It incorporates by reference the company's Annual Report for the year ended December 31, 2024 and Quarterly Reports for periods through June 30, 2025, as well as Current Reports and the Definitive Proxy Statement filed in 2025. Corporate governance provisions described include a classified board with staggered three-year terms, limits on stockholder actions by written consent, advance notice requirements for nominations, no cumulative voting, removal of directors only for cause with a two-thirds vote, and the board's authority to issue up to 10,000,000 undesignated preferred shares. The prospectus details terms and investor rights for debt securities, warrants, subscription rights, events of default, amendment and defeasance mechanics, and potential dilution from outstanding options, warrants and reserved shares as of June 30, 2025.

ADAR1 Capital Management, LLC and Daniel Schneeberger report shared beneficial ownership of 1,937,123 shares of BioAge Labs common stock, representing 5.4% of the 35,850,037 shares outstanding. The reported position reflects holdings attributable to ADAR1 Partners, LP (1,662,162 shares) and Spearhead Insurance Solutions IDF, LLC (274,961 shares), with voting and dispositive power held jointly by the reporting persons through their advisory and managerial roles.

The filing is submitted on Schedule 13G as a passive disclosure and includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

BioAge Labs, Inc. is reported to have meaningful institutional ownership from Cormorant Asset Management, LP and Bihua Chen, who together beneficially own 2,140,605 shares of common stock, representing 5.97% of the company's outstanding common shares based on 35,850,037 shares outstanding as of August 1, 2025.

The filing shows shared voting and shared dispositive power for all reported shares (no sole voting or dispositive power). It is submitted on Schedule 13G/A and includes certifications that the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

BioAge Labs insider grant: Director Pande Vijay Satyanand was granted 22,000 stock options on 08/07/2025 allowing purchase of common stock at an exercise price of $4.32. The filing reports the award as a derivative security acquired and shows 22,000 derivative securities beneficially owned following the transaction, held in a direct form of ownership. The option award's vesting is explicit: it vests in full on the earlier of the next annual meeting or the one-year anniversary of the grant date, subject to continued service. The award appears to expire on 08/06/2035. The form is signed by an attorney-in-fact on 08/11/2025.