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BioAge Labs, Inc. S-3 Filings

BIOA NASDAQ

Every S-3 that BioAge Labs, Inc. (BIOA) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-3 covers the shelf registration that lets an established company sell over time, so if you follow BIOA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BIOA filings page.

Rhea-AI Summary

BioAge Labs, Inc. filed a shelf registration statement on March 24, 2026 to register an unspecified aggregate amount of securities for future issuance under Form S-3.

The prospectus permits offers of common stock, preferred stock, debt securities, warrants, subscription rights and units in one or more offerings from time to time after effectiveness. The filing states there is no limit on the aggregate amount of securities registered and that terms, prices and amounts will be set in prospectus supplements. The prospectus references 37,386,908 shares of common stock outstanding as of December 31, 2025, outstanding stock options to purchase 7,914,058 shares with a weighted-average exercise price of $7.74, and discloses a last reported Nasdaq price of $18.63 per share on March 23, 2026.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.