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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

Date of Report (Date of earliest event reported): November 06, 2025

 

 

BIOAGE LABS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42279

47-4721157

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5885 Hollis Street

Suite 370

 

Emeryville, California

 

94608

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 510 806-1445

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 Par Value Per Share

 

BIOA

 

Nasdaq Global Select Market

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 November 6, 2025, BioAge Labs, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, 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 this Item 2.02 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

 

 

 

 

Exhibit
No.

 Description

99.1

Press release issued by BioAge Labs, Inc. dated November 6, 2025.

104

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.

 

 

 

BIOAGE LABS, INC.

 

 

 

 

Date:

November 6, 2025

By:

/s/ Dov Goldstein

 

 

 

Dov Goldstein, M.D.
Chief Financial Officer

 


EX-99.1 2 bioa-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img161644396_0.jpg

 

 

BioAge Labs Reports Third Quarter 2025 Financial Results and Provides Business

Updates

First participant dosed in Phase 1 trial of BGE-102, oral CNS-penetrant NLRP3 inhibitor, with initial SAD data expected by year-end

Continued advancement of oral and parenteral APJ agonist programs targeting 2026 IND submissions

EMERYVILLE, Calif.--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 business updates and reported its third quarter 2025 financial results.

“The third quarter of 2025 marked an important milestone as we advanced BGE-102 into clinical development with the dosing of our first participant in the Phase 1 trial,” said Kristen Fortney, PhD, CEO and co-founder of BioAge. “We're on track to deliver initial single ascending dose data by year-end, providing critical insights into the safety, pharmacokinetics, and target engagement of this potential best-in-class oral, CNS penetrant NLRP3 inhibitor. We also continued to advance our oral and parenteral APJ agonist programs toward 2026 IND submissions, while our partnerships with Novartis and Lilly continue to progress as expected. The Company remains focused on strategic execution to deliver transformative therapies targeting the biology of metabolic aging.”

 

Third Quarter 2025 Business Highlights

NLRP3 inhibitor program clinical development

In August 2025, BioAge announced that the first participant was dosed in a Phase 1 clinical trial evaluating BGE-102, a structurally novel, orally available small molecule NLRP3 inhibitor with high potency and brain penetration being developed initially for obesity and cardiovascular risk factors. The Phase 1 study is a randomized, double-blind, placebo-controlled trial designed to evaluate the safety, tolerability, pharmacokinetics, and pharmacodynamics of BGE-102 in healthy participants. Initial single ascending dose (SAD) data are anticipated by the end of 2025. Following successful completion of the Phase 1 SAD/MAD, the Company plans to initiate a proof-of-concept clinical trial for BGE-102, with top-line data for this study anticipated in the second half of 2026.

 

APJ agonist program advancement

The Company continued to advance its oral and parenteral APJ agonist development strategy. Under the exclusive option agreement with JiKang Therapeutics announced in June 2025, BioAge and JiKang are jointly advancing a novel APJ agonist nanobody demonstrating at least 10-fold greater potency than apelin toward IND-enabling studies. In parallel, BioAge is progressing its proprietary portfolio of orally active APJ agonists for which it filed a U.S. provisional patent application in May 2025. Both programs are targeting IND submissions in 2026.

Strategic partnerships

BioAge's multi-year research collaboration with Novartis, focused on discovering novel therapeutic targets at the intersection of aging biology and exercise physiology, continued to advance.
The Company progressed its strategic collaboration with Lilly ExploR&D for the development of therapeutic antibodies targeting novel metabolic aging targets identified through BioAge's discovery platform.

 

Third Quarter 2025 Financial Results

Collaboration revenue was $2.1 million for the quarter ended September 30, 2025 compared to no revenue for the same period in 2024. The $2.1 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 $18.5 million for the quarter ended September 30, 2025, compared to $20.0 million for the same period in 2024. The $1.5 million decrease in research and development expenses was primarily attributable to a $13.1 million reduction in azelaprag direct costs as development was terminated in January 2025. The decrease in azelaprag research and development expenses was partially offset by a $6.5 million increase in direct costs for other programs, which was primarily related to discovery and development activities related to our novel apelin receptor APJ agonist programs, a $4.4 million increase in direct costs related to our BGE-102 program associated with our Phase 1 SAD/MAD clinical trial and drug-product manufacturing, and a $0.8 million increase in allocated facility and other expenses primarily driven by an increase in non-program specific consulting fees.

General and administrative expenses were $6.7 million for the quarter ended September 30, 2025, compared to $4.7 million for the same period in 2024. The $2.0 million increase was primarily attributable to $0.8 million increase in legal fees, a $0.5 million increase personnel-related expenses, largely due to an increase in stock-based compensation expense associated with new option grants, a $0.3 million increase in taxes and insurance, primarily related to our public-company director and officer insurance policy.


 

Net loss was $20.2 million for the quarter ended September 30, 2025, or $0.56 per weighted-average common share outstanding, basic and diluted, compared to a net loss of $23.4 million, or $6.70 per weighted-average common share outstanding, basic and diluted, for the same period in 2024.

As of September 30, 2025, BioAge had approximately $295.9 million in cash, cash equivalents, and marketable securities. Based on our current operating plan, BioAge estimates that existing cash, cash equivalents, and marketable securities 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 obesity and cardiovascular risk factors. A Phase 1 SAD/MAD trial of BGE-102 is underway, with initial SAD data anticipated by end of year. 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 our plans to develop and commercialize our product candidates, including BGE-102 and our APJ program, the potential for BGE-102 as a treatment for obesity and the expected timeline for data readout from our ongoing Phase 1 clinical trial, the timing and results of our clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities, the timing of our IND filing for our APJ program, the timing of and our ability to obtain and maintain regulatory approvals, the clinical utility of our product candidates, the sufficiency of our cash and cash equivalents, and general economic, industry and market conditions. 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 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: partnering@bioagelabs.com

Web: https://bioagelabs.com


 

BIOAGE LABS, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share information)

 

 

Three Months Ended

 

 

September 30,

 

 

2025

 

 

2024

 

Collaboration revenue

 

$

2,054

 

 

$

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

$

18,513

 

 

$

20,019

 

General and administrative

 

 

6,681

 

 

 

4,731

 

Total operating expenses

 

 

25,194

 

 

 

24,750

 

Loss from operations

 

 

(23,140

)

 

 

(24,750

)

Other income (expense)

 

 

 

 

 

 

Interest expense

 

 

(149

)

 

 

(388

)

Interest and other income (expense), net

 

 

3,160

 

 

 

2,037

 

Gain (loss) from changes in fair value of warrants

 

 

(42

)

 

 

(306

)

Total other income (expense), net

 

 

2,969

 

 

 

1,343

 

Net loss

 

$

(20,171

)

 

$

(23,407

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.56

)

 

$

(6.70

)

Weighted-average common shares outstanding, basic and diluted

 

 

35,850,037

 

 

 

3,494,580

 

Comprehensive loss:

 

 

 

 

 

 

Net loss

 

 

(20,171

)

 

 

(23,407

)

Other comprehensive income (loss):

 

 

 

 

 

 

Unrealized holding gains on available-for-sale investments

 

 

73

 

 

 

 

Foreign currency translation adjustment

 

 

(10

)

 

 

58

 

Total other comprehensive income:

 

 

63

 

 

 

58

 

Total comprehensive loss

 

$

(20,108

)

 

$

(23,349

)

 


 

BIOAGE LABS, INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share information)

 

 

September 30,

 

 

December 31,

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

215,573

 

 

$

354,349

 

Marketable securities, current

 

 

70,205

 

 

 

 

Accounts receivable

 

 

515

 

 

 

 

Prepaid expenses and other current assets

 

 

4,535

 

 

 

2,754

 

Total current assets

 

 

290,828

 

 

 

357,103

 

Investments

 

 

100

 

 

 

100

 

Marketable securities

 

 

10,078

 

 

 

 

Property and equipment, net

 

 

973

 

 

 

591

 

Operating lease right-of-use assets, net

 

 

2,884

 

 

 

200

 

Other assets

 

 

227

 

 

 

240

 

Total assets

 

$

305,090

 

 

$

358,234

 

Liabilities

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

5,018

 

 

$

1,996

 

Accrued expenses and other current liabilities

 

 

7,263

 

 

 

11,751

 

Term loan, current

 

 

4,126

 

 

 

6,000

 

Operating lease liabilities, current

 

 

580

 

 

 

202

 

Deferred revenue, current

 

 

7,506

 

 

 

7,826

 

Total current liabilities

 

 

24,493

 

 

 

27,775

 

Deferred revenue

 

 

556

 

 

 

4,674

 

Term loan

 

 

 

 

2,502

 

Warrant liability

 

 

150

 

 

 

156

 

Operating lease liabilities

 

 

2,427

 

 

 

 

Total liabilities

 

 

27,626

 

 

 

35,107

 

Stockholders’ Equity

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 10,000,000 shares authorized as of
  September 30, 2025 and December 31, 2024; no shares issued or
  outstanding as of September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock, $0.00001 par value; 500,000,000 shares authorized as of
  September 30, 2025 and December 31, 2024; 35,850,037 shares issued
  and outstanding as of September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Additional paid-in-capital

 

 

584,662

 

 

 

575,693

 

Accumulated other comprehensive income

 

 

275

 

 

 

245

 

Accumulated deficit

 

 

(307,473

)

 

 

(252,811

)

Total stockholders’ equity

 

 

277,464

 

 

 

323,127

 

Total liabilities and stockholders’ equity

 

$

305,090

 

 

$

358,234