Welcome to our dedicated page for BioAge Labs SEC filings (Ticker: BIOA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BioAge Labs, Inc. filings document a clinical-stage biopharmaceutical issuer developing therapeutic candidates tied to human aging biology. The company's 8-K reports record periodic financial results, Regulation FD clinical updates for BGE-102, and disclosure of NLRP3 and APJ program development.
Other filings describe capital actions and governance, including common stock offering agreements under shelf registration statements, use-of-proceeds categories for research, clinical development, manufacturing and general corporate purposes, annual meeting proxy matters, director elections, auditor ratification, and board recommendations. These records also frame the company's capital structure and public-company reporting obligations.
BioAge Labs, Inc. reported that Principal Accounting Officer Barton Shane received a grant of stock options covering 45,000 shares of common stock. The options were awarded at an exercise price of $0.0000 per share, reflecting a compensatory equity award rather than an open-market purchase.
According to the terms, the option vests in equal 1/48th monthly installments, with the first tranche vesting on February 1, 2026. Each subsequent tranche will vest on the monthly anniversary of that date, conditioned on Shane’s continued service with BioAge Labs on each vesting date.
BioAge Labs, Inc. shareholder ADAR1 Capital Management, LLC and Daniel Schneeberger report beneficial ownership of 135,560 shares of common stock, representing 0.4% of the outstanding shares. The stake is held through ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC, and other separately managed accounts as of December 31, 2025.
They report shared voting and dispositive power over all 135,560 shares, with no sole voting or dispositive power. The percentage is based on 35,855,037 shares outstanding as of October 31, 2025. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BioAge Labs.
Cormorant Asset Management, LP and Bihua Chen have reported a passive 5.69% ownership stake in BioAge Labs, Inc. common stock. They beneficially own 2,040,605 shares, with no sole voting or dispositive power and all authority shared through Cormorant-managed funds.
The percentage is based on 35,855,037 BioAge shares outstanding as of October 31, 2025, as disclosed in the company’s Form 10-Q. The reporting persons certify that the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BioAge Labs.
BioAge Labs, Inc. insider Kristen Fortney filed an amended Schedule 13G reporting beneficial ownership of 2,704,736 shares of the company’s common stock as of December 31, 2025. This represents 7.2% of BioAge’s outstanding common stock.
The position includes 1,210,056 shares directly owned by Dr. Fortney, stock options to purchase up to 1,459,187 additional shares held by her, and 35,493 shares underlying stock options held by her spouse, over which he has voting rights. The 7.2% figure is based on 35,855,037 shares outstanding as of October 31, 2025, as reported by the company.
BioAge Labs, Inc. Chief Medical Officer Paul D. Rubin reported option exercises and a share sale in the company’s stock. On February 2, 2026, he exercised stock options for 5,433 shares at $4.11 and 2,000 shares at $6.57 of common stock.
On the same date, he sold 7,433 shares of common stock at $18.75 per share, leaving him with 0 shares of common stock held directly after the reported transactions. The filing notes that the sale was executed under a Rule 10b5-1 trading plan adopted on November 5, 2024. He continues to hold stock options, including awards that are fully vested or vest monthly over time.
BioAge Labs, Inc. Chief Financial Officer exercises stock options and acquires shares. On February 1, 2026, CFO Dov A. Goldstein exercised options to buy 3,541 shares of BioAge Labs common stock at $4.38 per share. Following this transaction, he directly owns 29,491 common shares and holds 162,917 stock options that are still outstanding.
The options vest in equal monthly installments over four years, with 1/48th of the award vesting each month starting on February 1, 2025, conditioned on continued service to the company.
A shareholder associated with BIOA has filed a notice under Rule 144 to sell 7,433 shares of common stock through Fidelity Brokerage Services LLC on 02/02/2026 on the NASDAQ. The filing lists an aggregate market value of $139,368.75 for this planned sale and notes 35,855,037 shares of the same class outstanding.
The shares to be sold were acquired by exercising stock options granted on 07/01/2020 and 05/29/2022, with 5,433 and 2,000 shares, respectively, paid for in cash on 02/02/2026. The shareholder also sold common shares in the last three months, including 68,897 shares on 12/04/2025, 18,000 shares on 12/09/2025, and 7,433 shares on 01/02/2026, for stated gross proceeds in each case.
BioAge Labs, Inc. entered into an underwriting agreement to sell 5,897,435 shares of common stock at $19.50 per share in a public offering, with underwriters holding a 30-day option to buy up to an additional 884,615 shares. The transaction is being conducted under the company’s effective shelf registration statement on Form S-3. BioAge estimates net proceeds of about $107.6 million after underwriting discounts and expenses, assuming the option is not exercised.
The company plans to use these funds, together with existing cash, cash equivalents and marketable securities, to support research, clinical and process development and manufacturing for its product candidates, including BGE-102 and its NLRP3 and APJ programs, as well as for working capital, capital expenditures, reduction of indebtedness and other general corporate purposes. Closing of the offering is expected on January 23, 2026, subject to customary conditions.
BioAge Labs, Inc. is conducting a primary offering of 5,897,435 shares of common stock at $19.50 per share, with gross proceeds of about $115.0 million and estimated net proceeds of about $107.6 million. Underwriters have a 30‑day option to buy up to 884,615 additional shares, which would raise net proceeds to roughly $123.9 million if fully exercised.
The company is a clinical‑stage biopharmaceutical developer focused on metabolic diseases, led by its NLRP3 inhibitor BGE‑102 and APJ agonist programs for obesity. As of September 30, 2025, it had 35,850,037 shares outstanding, which would rise to 41,747,472 shares after this offering (excluding the option). BioAge estimates it held about $285.1 million in cash, cash equivalents and marketable securities as of December 31, 2025.
Net proceeds, together with existing cash, are intended to fund research, clinical and process development and manufacturing for BGE‑102 and its NLRP3 and APJ programs, as well as working capital, capital expenditures, debt repayment and other general corporate purposes. Based on current plans, BioAge believes this funding, combined with its existing balance, will support operations and capital needs through 2029, though it may still seek additional capital in the future.
BioAge Labs, Inc. CFO Dov A. Goldstein reported an option exercise and related stock acquisition. On January 16, 2026, he exercised a stock option for 3,542 shares of common stock at an exercise price of $4.38 per share, coded as an "M" transaction.
The derivative table shows this option carried a conversion price of $4.38 and an expiration date of February 17, 2035. Following the transaction, Goldstein held 25,950 shares of BioAge common stock directly and 166,458 stock options directly. The option vests in equal monthly installments of 1/48th of the total award, starting on February 1, 2025, contingent on continued service.