BioAge Labs (BIOA) risk factors, FY2025 10-K

BioAge Labs's FY2025 10-K, filed Mar 24, 2026, lists 78 risk factors. Against the prior year's 63: 78 new, 63 dropped.

Risk factors listed
780 groups
New this year
78vs 63 last year
Dropped
63since the prior 10-K
Substantially reworded
0of those kept
Section length
25k wordsItem 1A

What the changes say

  • BioAge Labs focuses on developing its lead NLRP3 inhibitor BGE-102 for cardiometabolic and ophthalmic diseases.
  • The company relies heavily on external third-party contractors and collaborators like Novartis.
  • Significant ongoing capital needs and research and development expenses dominate the company's risk profile.

What changed since the prior 10-K

New

  • New

    Risk management and strategy

    We depend on third-party software and cloud platforms for our financial, data processing, and operating information systems.

  • New

    Ite m 3. Legal Proceedings

    A securities class action lawsuit was filed and dismissed with prejudice regarding registration statement disclosures for our former lead candidate azelaprag.

  • New

    Use of Proceeds from Public Offering of Common Stock

    We raised $207.3 million in net cash proceeds from our initial public offering and concurrent private placement in September 2024.

  • New

    It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Our forward-looking statements and financial results are subject to numerous risks and uncertainties detailed in this report.

  • New

    We are a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging. Our technology platform and differentiated human datasets enable us to identify promising targets based on insights into molecular changes that drive aging

    Our lead program BGE-102 is an orally available small-molecule NLRP3 inhibitor showing strong target engagement and brain penetration.

  • New

    We intend to advance BGE-102 in two therapeutic areas: cardiometabolic disease and ophthalmology

    BGE-102 achieved an 86% median reduction in hsCRP at Day 14 in a Phase 1 trial for atherosclerotic cardiovascular disease risk reduction.

  • New

    We are also advancing earlier stage platform-derived programs in collaboration with Eli Lilly and Company (Lilly), and have an ongoing target discovery collaboration with Novartis Pharma AG (Novartis)

    We have incurred significant operating losses and have no approved products, depending entirely on capital raises and collaborations.

  • New

    Our net losses may fluctuate significantly from period to period, depending on the timing of factors above

    We will need substantial additional funding to support future clinical development and potential commercialization of BGE-102.

  • New

    Under the terms of the Novartis Agreement, we are obligated to perform additional analyses on our longitudinal human aging cohort datasets, to expand data included in our discovery platform, and perform other activities to enable the identification and validation of novel therapeutic drug targets

    We received $9.0 million in collaboration revenue from Novartis in 2025 out of potential future research and milestone payments totaling $530.0 million.

  • New

    Research and Development Expense

    Research and development expenses consist of direct costs for CROs and CDMOs as well as indirect personnel and facility costs.

  • New

    payments made under third-party licensing agreements

    We make third-party licensing payments and expense research and development costs as they are incurred.

  • New

    allocated facilities and other expenses not directly tied to a program

    We lack internal manufacturing facilities and rely entirely on third-party contractors and CDMOs for our drug substances.

  • New

    whether we choose to partner any of our product candidates and the terms of such partnership

  • New

    General and Administrative Expense

  • New

    Loss on Extinguishment of Convertible Promissory Notes

  • New

    Comparison of the Years Ended December 31, 2025 and 2024

  • New

    Research and Development Expenses

  • New

    General and Administrative Expenses

  • New

    Other Income (Expense), Net

  • New

    Net Cash Used in Operating Activities

  • New

    Net Cash Used in Investing Activities

  • New

    Net Cash Provided by Financing Activities

  • New

    Our primary uses of capital are, and we expect will continue to be, research and development services, compensation and related expenses and general overhead costs. We expect to continue to incur significant expenses and operating losses for the foreseeable future

  • New

    our need to implement additional internal systems and infrastructure, including financial and reporting systems to satisfy our obligations as a public company

  • New

    Purchase and Other Obligations

  • New

    Critical Accounting Policies and Estimates

  • New

    Accrued and Prepaid Research and Development Expenses

  • New

    Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option

  • New

    Expected Dividend Yield—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero

  • New

    We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method

  • New

    Emerging Growth Company and Smaller Reporting Company Status

  • New

    Ite m 8. Financial Statements and Supplementary Data

  • New

    Evaluation of disclosure controls and procedures

  • New

    Management’s annual report on internal control over financial reporting

  • New

    Attestation Report of the Registered Public Accounting Firm

  • New

    Changes in internal control over financial reporting

  • New

    It em 10. Directors, Executive Officers and Corporate Governance

  • New

    Insider Trading Arrangements and Policies

  • New

    It em 11. Executive Compensation

  • New

    It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  • New

    It em 13. Certain Relationships and Related Transactions, and Director Independence

  • New

    Ite m 14. Principal Accounting Fees and Services

  • New

    ^ Indicates a management contract or compensatory plan, contract or arrangement

  • New

    Opinion on the Consolidated Financial Statements

  • New

    The Company was incorporated in 2015 in the State of Delaware and is headquartered in Emeryville, California

  • New

    Liquidity and Capital Resources

  • New

    Basis of Presentation and Principles of Consolidation

  • New

    Cash, Cash Equivalents and Marketable Securities

  • New

    Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable, cash, cash equivalents and marketable securities. Management monitors exposure to credit risk on an ongoing basis

  • New

    Property and Equipment, Net

  • New

    Impairment of Long-lived Assets

  • New

    Redeemable Convertible Preferred Stock

  • New

    Accrued Research and Development Expenses

  • New

    Revenue Recognition for Contracts with Customers

  • New

    The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method

  • New

    milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment

  • New

    The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors

  • New

    Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities

  • New

    Recently Adopted and Recently Issued Accounting Pronouncements

  • New

    Fair Value of Financial Instruments

  • New

    Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances

  • New

    Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

  • New

    Cash Equivalents and Marketable Securities

  • New

    Accrued Expenses and Other Current Liabilities

  • New

    Convertible Promissory Notes

  • New

    The Loan Agreement includes positive and negative covenants that the Company must comply with and is secured by the assets of the Company that are pledged as collateral

  • New

    Upon the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock automatically converted into 20,854,632 shares of common stock

  • New

    The intrinsic value of the stock options that were exercised during the year ended December 31, 2025 and 2024 were $ 0.8 million and $ 1.0 million , respectively

  • New

    Employee Stock Purchase Plan

  • New

    As of December 31, 2025 , the Emeryville Lease remaining lease term was 5.2 years and the discount rate used to determine the operating lease liability was 11.6 %

  • New

    Novartis Pharma AG Collaboration Agreement

  • New

    Wellcome Leap Commercial Research Funding Agreement

  • New

    The Company incorporated a subsidiary in Australia in 2020. However, the company has minimal activity and as such, has no undistributed earnings

  • New

    The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No amounts were accrued for the payment of interest and penalties as December 31, 2025 or 2024

  • New

    Note 11. Net Loss Per Share Attributable to Common Stockholders

  • New

    Note 12. Employee Benefit Plan

  • New

    As a single reportable segment entity, the determined measure of profit or loss is the Company’s consolidated net income (loss). Consolidated asset information for the Company’s single reportable segment is presented in the Company’s consolidated balance sheets

  • New

    Note 14. Subsequent Events

Dropped

  • Dropped

    We have a limited operating history, have not completed any clinical trials beyond Phase 1b and have no products approved for commercial sale, which may make it difficult for investors to evaluate our business, likelihood of success and viability

    Limited operating history and absence of approved products make evaluation difficult.

  • Dropped

    If we are unable to advance the development of, receive regulatory approval for and ultimately successfully commercialize BGE-102 or any future product candidates we may develop, or experience significant delays in doing so, our business will be materially harmed

    Uncertainty in advancing and commercializing BGE-102 or future candidates.

  • Dropped

    Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline

    Potential negative publicity or results for other obesity drugs impacting our pipeline.

  • Dropped

    We are subject to securities litigation , which is expensive and could divert management attention

    Securities litigation risks and past material weaknesses in internal controls.

  • DroppedRisks Related to Our Financial Position, Limited Operating History and Need for Additional Capital

    We have a limited operating history, have not completed any clinical trials beyond Phase 1b and have no products approved for commercial sale, which may make it difficult for investors to evaluate our business, likelihood of success and viability

    Speculative nature of drug development and significant upfront capital requirements.

  • DroppedRisks Related to Our Financial Position, Limited Operating History and Need for Additional Capital

    the costs associated with potential product liability claims, including the costs associated with obtaining insurance against such claims and with defending against such claims

    Product liability claims and the need for additional capital.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    maintaining a continued acceptable safety profile of the products following approval

    Risks of failing to maintain product safety profiles post-approval.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    the FDA or other regulatory authorities may require us to submit additional data such as long-term toxicology studies or impose other requirements before permitting us to initiate a clinical trial

    Regulatory agencies requiring extra toxicology data or suspending clinical trials.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    experience damage to our reputation

    Reputational damage and increased costs from testing delays.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    We may develop future product candidates in combination with other therapies, which would expose us to additional risks

    Challenges associated with developing product candidates in combination therapies.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    Preliminary, topline or interim data from our clinical trials that we announce or publish from time to time may change as more patient data become available and/or are subject to audit and verification procedures that could result in material changes in the final data

    Interim or preliminary clinical data changing as final patient data is audited.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    We may not be successful in applying our longitudinal human aging platform to identify additional targets with therapeutic and commercial potential or in the discovery and development of commercially viable product candidates for us or our collaborators

    Risks in successfully applying our longitudinal human aging platform for target discovery.

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    Our future growth may be dependent, in part, on our ability to operate in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    We may experience difficulty enrolling or keeping patients in our clinical trials, which could delay or prevent us from proceeding with, or otherwise adversely affect, clinical trials of our product candidates

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    Our current or future product candidates may not achieve adequate market acceptance among physicians, patients or their families, healthcare payors and others in the medical community necessary for commercial success

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    If any of our current or future product candidates are approved but do not achieve an adequate level of acceptance by physicians, hospitals, healthcare payors and patients, we may not generate or derive sufficient revenue from that product candidate and our financial results would be negatively impacted

  • DroppedRisk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our

    unforeseen costs and expenses associated with creating an independent commercialization organization

  • DroppedRisks Related to Our Business and Operations

    Our future performance is dependent on our ability to retain key employees and to attract, retain and motivate qualified personnel and manage our human capital

  • DroppedRisks Related to Our Business and Operations

    changes in general market and economic conditions

  • DroppedRisks Related to Our Business and Operations

    We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do, if at all

  • DroppedRisks Related to Our Business and Operations

    The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all

  • DroppedRisks Related to Our Business and Operations

    Negative results or publicity for one obesity drug could have a substantial impact on all drugs and product candidates for the treatment of obesity, including any potential product candidates we may have in the future

  • DroppedRisks Related to Our Business and Operations

    We may engage in strategic transactions that could increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, subject us to other risks, adversely affect our liquidity, increase our expenses and present significant distractions to our management

  • DroppedRisks Related to Our Business and Operations

    Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited

  • DroppedRisks Related to Our Business and Operations

    Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flows, financial condition or results of operations

  • DroppedRisks Related to Our Business and Operations

    Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud

  • DroppedRisks Related to Our Business and Operations

    We and the third parties with whom we work are, or may in the future be, subject to stringent and changing data privacy and security obligations

  • DroppedRisks Related to Our Business and Operations

    We are dependent on the efficient and uninterrupted operation of our information technology systems, and those systems, or those of our third-party service providers, may be impacted by security incidents, cyberattacks, loss of data and other disruptions, which could adversely impact our business

  • DroppedRisks Related to Our Business and Operations

    Further, remote work may increase the risks to our information technology systems and data, as remotely working employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit or in public locations

  • DroppedRisks Related to Our Business and Operations

    We are an “emerging growth company” and a “smaller reporting company” and the reduced reporting requirements applicable to emerging growth companies or smaller reporting companies could make our common stock less attractive to investors

  • DroppedRisks Related to Our Reliance on Third Parties

    if a future collaborator of ours were to be involved in a business combination, the continued pursuit and emphasis on our product development or, if approved, commercialization program could be delayed, diminished or terminated

  • DroppedRisks Related to Our Reliance on Third Parties

    failure to deliver our drugs under specified storage conditions and in a timely manner

  • DroppedRisks Related to Our Reliance on Third Parties

    If we, or any contract manufacturers or suppliers we engage, fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business

  • DroppedRisks Related to Intellectual Property

    If we do not obtain patent term extension for any product candidates we may develop, our business may be harmed

  • DroppedRisks Related to Intellectual Property

    Patent terms may be insufficient to protect our competitive position on BGE-102 and any future product candidates for an adequate amount of time

  • DroppedRisks Related to Intellectual Property

    Obtaining and maintaining our patent protection is dependent on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements

  • DroppedRisks Related to Intellectual Property

    patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects

  • DroppedRisks Related to Intellectual Property

    If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected

  • DroppedRisks Related to Intellectual Property

    Intellectual property rights do not necessarily address all potential threats to our business

  • DroppedRisks Related to Intellectual Property

    Our rights to develop and commercialize any future products as well as our lead product candidate, BGE-102, are or may be subject to the terms and conditions of license agreements

  • DroppedRisks Related to Intellectual Property

    If we breach our license agreements it could have a material adverse effect on our commercialization efforts for BGE-102 or any future product candidates

  • DroppedRisks Related to Intellectual Property

    whether and the extent to which inventors are able to contest the assignment of their rights to our licensors

  • DroppedRisks Related to Intellectual Property

    Third-party claims of intellectual property infringement may prevent or delay our product discovery and development efforts

  • DroppedRisks Related to Intellectual Property

    redesigning our product candidates or processes so they do not infringe, which may not be possible or may require substantial monetary expenditures and time

  • DroppedRisks Related to Intellectual Property

    We may not be able to protect our intellectual property rights throughout the world

  • DroppedRisks Related to Intellectual Property

    If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed

  • DroppedRisks Related to Intellectual Property

    Third-party claims of intellectual property infringement, misappropriation or other violations against us or our collaborators could be expensive and time consuming and may prevent or delay the development and commercialization of our product candidates

  • DroppedRisks Related to Intellectual Property

    We may be subject to claims challenging the inventorship of our patents and other intellectual property

  • DroppedRisks Related to Intellectual Property

    Third party claims or litigation alleging infringement of patents or other proprietary rights, or seeking to invalidate our patents or other proprietary rights, may delay or prevent the development and commercialization of our current or future product candidates or technologies

  • DroppedRisks Related to Government Regulation

    Existing, recently enacted and future legislation may increase the difficulty and cost for us to obtain regulatory approval of and commercialize our product candidates and decrease the prices we may obtain

  • DroppedRisks Related to Government Regulation

    The insurance coverage and reimbursement status of newly approved products are uncertain. Failure to obtain or maintain coverage and adequate reimbursement for any future products could limit our ability to market those products and decrease our ability to generate revenue

  • DroppedRisks Related to Government Regulation

    Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions

  • DroppedRisks Related to Government Regulation

    The acceptance by the FDA or other regulatory authorities of trial data from clinical trials conducted outside their jurisdiction may be subject to certain conditions or may not be accepted at all

  • DroppedRisks Related to Government Regulation

    interruptions or delays in our trials resulting from geopolitical events, such as war or terrorism

  • DroppedRisks Related to Our Common Stock

    Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay an acquisition of us, which may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management

  • DroppedRisks Related to Our Common Stock

    In addition, Section 203 of the Delaware General Corporation Law (DGCL), may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock

  • DroppedRisks Related to Our Common Stock

    The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment

  • DroppedRisks Related to Our Common Stock

    general economic, industry and market conditions, including fluctuating interest rates and inflation

  • DroppedRisks Related to Our Common Stock

    We do not currently intend to pay dividends on our common stock and, consequently, our stockholders’ ability to achieve a return on their investment will be dependent on appreciation of the value of our common stock

  • DroppedRisks Related to Our Common Stock

    If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline

  • DroppedRisks Related to Our Common Stock

    Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell in the public market the market price of our stock could decline significantly

  • DroppedRisks Related to Our Common Stock

    We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices

  • DroppedRisks Related to Our Common Stock

    We are subject to securities litigation, which is expensive and could divert management attention

All 78 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Risk management and strategyNew
  2. 02Ite m 3. Legal ProceedingsNew
  3. 03Use of Proceeds from Public Offering of Common StockNew
  4. 04It em 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsNew
  5. 05We are a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging. Our technology platform and differentiated human datasets enable us to identify promising targets based on insights into molecular changes that drive agingNew
  6. 06We intend to advance BGE-102 in two therapeutic areas: cardiometabolic disease and ophthalmologyNew
  7. 07We are also advancing earlier stage platform-derived programs in collaboration with Eli Lilly and Company (Lilly), and have an ongoing target discovery collaboration with Novartis Pharma AG (Novartis)New
  8. 08Our net losses may fluctuate significantly from period to period, depending on the timing of factors aboveNew
  9. 09Under the terms of the Novartis Agreement, we are obligated to perform additional analyses on our longitudinal human aging cohort datasets, to expand data included in our discovery platform, and perform other activities to enable the identification and validation of novel therapeutic drug targetsNew
  10. 10Research and Development ExpenseNew
  11. 11payments made under third-party licensing agreementsNew
  12. 12allocated facilities and other expenses not directly tied to a programNew
  13. 13whether we choose to partner any of our product candidates and the terms of such partnershipNew
  14. 14General and Administrative ExpenseNew
  15. 15Loss on Extinguishment of Convertible Promissory NotesNew
  16. 16Comparison of the Years Ended December 31, 2025 and 2024New
  17. 17Research and Development ExpensesNew
  18. 18General and Administrative ExpensesNew
  19. 19Other Income (Expense), NetNew
  20. 20Net Cash Used in Operating ActivitiesNew
  21. 21Net Cash Used in Investing ActivitiesNew
  22. 22Net Cash Provided by Financing ActivitiesNew
  23. 23Our primary uses of capital are, and we expect will continue to be, research and development services, compensation and related expenses and general overhead costs. We expect to continue to incur significant expenses and operating losses for the foreseeable futureNew
  24. 24our need to implement additional internal systems and infrastructure, including financial and reporting systems to satisfy our obligations as a public companyNew
  25. 25Purchase and Other ObligationsNew
  26. 26Critical Accounting Policies and EstimatesNew
  27. 27Accrued and Prepaid Research and Development ExpensesNew
  28. 28Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of optionNew
  29. 29Expected Dividend Yield—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zeroNew
  30. 30We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input methodNew
  31. 31Emerging Growth Company and Smaller Reporting Company StatusNew
  32. 32Ite m 8. Financial Statements and Supplementary DataNew
  33. 33Evaluation of disclosure controls and proceduresNew
  34. 34Management’s annual report on internal control over financial reportingNew
  35. 35Attestation Report of the Registered Public Accounting FirmNew
  36. 36Changes in internal control over financial reportingNew
  37. 37It em 10. Directors, Executive Officers and Corporate GovernanceNew
  38. 38Insider Trading Arrangements and PoliciesNew
  39. 39It em 11. Executive CompensationNew
  40. 40It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersNew
  41. 41It em 13. Certain Relationships and Related Transactions, and Director IndependenceNew
  42. 42Ite m 14. Principal Accounting Fees and ServicesNew
  43. 43^ Indicates a management contract or compensatory plan, contract or arrangementNew
  44. 44Opinion on the Consolidated Financial StatementsNew
  45. 45The Company was incorporated in 2015 in the State of Delaware and is headquartered in Emeryville, CaliforniaNew
  46. 46Liquidity and Capital ResourcesNew
  47. 47Basis of Presentation and Principles of ConsolidationNew
  48. 48Cash, Cash Equivalents and Marketable SecuritiesNew
  49. 49Financial instruments that potentially subject the Company to credit risk consist primarily of accounts receivable, cash, cash equivalents and marketable securities. Management monitors exposure to credit risk on an ongoing basisNew
  50. 50Property and Equipment, NetNew
  51. 51Impairment of Long-lived AssetsNew
  52. 52Redeemable Convertible Preferred StockNew
  53. 53Accrued Research and Development ExpensesNew
  54. 54Revenue Recognition for Contracts with CustomersNew
  55. 55The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input methodNew
  56. 56milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustmentNew
  57. 57The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directorsNew
  58. 58Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securitiesNew
  59. 59Recently Adopted and Recently Issued Accounting PronouncementsNew
  60. 60Fair Value of Financial InstrumentsNew
  61. 61Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstancesNew
  62. 62Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectlyNew
  63. 63Cash Equivalents and Marketable SecuritiesNew
  64. 64Accrued Expenses and Other Current LiabilitiesNew
  65. 65Convertible Promissory NotesNew
  66. 66The Loan Agreement includes positive and negative covenants that the Company must comply with and is secured by the assets of the Company that are pledged as collateralNew
  67. 67Upon the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock automatically converted into 20,854,632 shares of common stockNew
  68. 68The intrinsic value of the stock options that were exercised during the year ended December 31, 2025 and 2024 were $ 0.8 million and $ 1.0 million , respectivelyNew
  69. 69Employee Stock Purchase PlanNew
  70. 70As of December 31, 2025 , the Emeryville Lease remaining lease term was 5.2 years and the discount rate used to determine the operating lease liability was 11.6 %New
  71. 71Novartis Pharma AG Collaboration AgreementNew
  72. 72Wellcome Leap Commercial Research Funding AgreementNew
  73. 73The Company incorporated a subsidiary in Australia in 2020. However, the company has minimal activity and as such, has no undistributed earningsNew
  74. 74The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No amounts were accrued for the payment of interest and penalties as December 31, 2025 or 2024New
  75. 75Note 11. Net Loss Per Share Attributable to Common StockholdersNew
  76. 76Note 12. Employee Benefit PlanNew
  77. 77As a single reportable segment entity, the determined measure of profit or loss is the Company’s consolidated net income (loss). Consolidated asset information for the Company’s single reportable segment is presented in the Company’s consolidated balance sheetsNew
  78. 78Note 14. Subsequent EventsNew

Other BioAge Labs 10-Ks

  • FY2024 10-K risk factors
    63 risks

    BioAge Labs relies heavily on the success of its lead metabolic and obesity drug candidate, BGE-102. The company faces high clinical trial risks and intense competition in the obesity therapeutics space. Operations depend entirely on third-party manufacturers, patent protection, and ongoing capital raises to fund unprofitability.

    Filed Mar 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.