BioAge Labs, Inc.

Previous wording

We are a biopharmaceutical company developing therapeutic product candidates for metabolic diseases, such as obesity, 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 primary focus is metabolic disease, one of the greatest global healthcare challenges.

Current wording

We are a biopharmaceutical company developing therapeutic product candidates for metabolic diseases, such as obesity, 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. The primary focus of our portfolio is mechanisms that complement GLP-1 agonists and address key unmet needs. Among our therapeutic goals is the potential development of an all-oral combination product for obesity.

Previous wording

Our lead program is now BGE-102, a structurally novel, orally available small molecule NLRP3 inhibitor with high potency and brain penetration. In preclinical models, NLRP3 inhibition has demonstrated weight loss both as a monotherapy and in combination with a GLP-1R agonist. We are initially developing BGE-102 for obesity since NLRP3-driven inflammation in the brain has been shown to dysregulate energy intake. We intend to submit an IND in mid-2025 and, if cleared, initiate a Phase 1 Single Ascending Dose (SAD) / Multiple Ascending Dose (MAD) clinical trial in the second half of 2025. Phase 1 SAD/MAD data are anticipated in the second half of 2025 and first half of 2026, respectively. We intend to initiate an obesity proof-of-concept clinical trial in the first half of 2026, with data anticipated in the second half of 2026. We are also developing novel apelin receptor APJ agonists for obesity. In preclinical obesity models, APJ agonism has demonstrated the ability to more than double the weight loss induced by a GLP-1R agonist while also restoring healthy body composition and improving muscle function. We believe these programs support our therapeutic goal of developing an all-oral combination product for obesity.

Current wording

In January 2025, we announced the nomination of our lead program, BGE-102, a structurally novel, orally available small molecule NLRP3 inhibitor with high potency and brain penetration. We are initially developing BGE-102 for obesity since NLRP3-driven inflammation in the brain has been shown to dysregulate energy intake. In preclinical models, BGE-102 demonstrated weight loss both as a monotherapy and in combination with a GLP-1R agonist.

Previous wording

We have incurred significant operating losses and negative cash flows since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any future product candidates. Our net losses were $12.9 million and $13.0 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $265.7 million. We expect to continue to incur net operating losses for the foreseeable future, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will increase substantially in connection with our ongoing activities, particularly if, and as, we:

Current wording

We have incurred significant operating losses and negative cash flows since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any future product candidates. Our net losses were $34.5 million and $26.6 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $287.3 million. We expect to continue to incur net operating losses for the foreseeable future, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will increase substantially in connection with our ongoing activities, particularly if, and as, we:

Previous wording

As of March 31, 2025, we had $335.1 million in cash, cash equivalents, and marketable securities. Based on our current operating plan, we estimate that our existing cash, cash equivalents, and marketable securities as of the date of this Quarterly Report will be sufficient to fund our operations and capital expenses through 2029. However, we have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See the section titled "Liquidity and Capital Resources" included elsewhere in this Quarterly Report.

Current wording

As of June 30, 2025, we had $313.4 million in cash, cash equivalents, and marketable securities, of which $16.1 million were long-term marketable securities. Based on our current operating plan, we estimate that our existing cash, cash equivalents, and marketable securities as of the date of this Quarterly Report will be sufficient to fund our operations and capital expenses through 2029. However, we have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See the section titled "Liquidity and Capital Resources" included elsewhere in this Quarterly Report.

Previous wording

Under the Novartis Agreement, $1.5 million and nil revenue was recognized in the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we recorded $1.1 million in revenue that was included in deferred revenue as of December 31, 2024 and $0.4 million in revenue related to research funding for reimbursable costs incurred during the three months ended March 31, 2025. Deferred revenue related to the Novartis Agreement amounted to $11.4 million and $12.5 million as of March 31, 2025, and December 31, 2024, respectively, of which $8.2 million and $7.8 million, respectively, was included in current liabilities within the unaudited condensed consolidated balance sheets.

Current wording

Collaboration revenue of $2.4 million and $3.9 million was recognized under the Novartis Agreement in the three and six months ended June 30, 2025, respectively. No collaboration revenue was recognized under the Novartis Agreement in the three and six months ended June 30, 2024. During the six months ended June 30, 2025, we recorded $2.9 million in revenue that was included in deferred revenue as of December 31, 2024 and $1.0 million in revenue related to research funding for reimbursable costs incurred during the six months ended June 30, 2025. Deferred revenue related to the Novartis Agreement amounted to $9.6 million and $12.5 million as of June 30, 2025, and December 31, 2024, respectively, of which $7.7 million and $7.8 million, respectively, was included in current liabilities within the unaudited condensed consolidated balance sheets.

Previous wording

A significant portion of our research and development costs to date have been third-party direct costs, which we track on an individual product candidate basis after a product candidate progresses to the clinic. However, our indirect costs are not directly tied to any one program and are deployed across our programs. As such, we do not track these costs on a specific program basis. We utilize third party contractors for our research and development activities and CDMOs for our manufacturing activities and we do not have our own manufacturing facilities.

Current wording

A significant portion of our research and development costs to date have been third-party direct costs, which we disclose on an individual product candidate basis after the completion of IND-enabling activities for that product candidate. However, our indirect costs are not directly tied to any one program and are deployed across our programs. As such, we do not track these costs on a specific program basis. We utilize third party contractors for our research and development activities and CDMOs for our manufacturing activities and we do not have our own manufacturing facilities.

Previous wording

Research and development activities are central to our business model. We expect that our research and development expenses will continue to increase substantially for the foreseeable future as we progress BGE-102 or other NLRP3 inhibitors that we are developing for the treatment of obesity toward the submission of an IND application and into a Phase 1 clinical trial, continue to discover and develop additional product candidates, expand our headcount and costs related to our existing and potential future intellectual property licenses. Later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. There are numerous factors associated with the successful development and commercialization of any product candidates we may develop in the future, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. Additionally, future commercial and regulatory factors beyond our control will impact our clinical development program and plans.

Current wording

Research and development activities are central to our business model. We expect that our research and development expenses will continue to increase substantially for the foreseeable future as we progress BGE-102 into clinical trials, continue to discover and develop additional product candidates, expand our headcount and costs related to our existing and potential future intellectual property licenses. Later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. There are numerous factors associated with the successful development and commercialization of any product candidates we may develop in the future, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. Additionally, future commercial and regulatory factors beyond our control will impact our clinical development program and plans.

Previous wording

Changes in the outcome of any of these variables with respect to the development of any future product candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the U.S. Food and Drug Administration, European Medicines Agency or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any clinical trials following the applicable regulatory authority’s acceptance and clearance, we could be required to expend significant additional financial resources and time to complete clinical development than we currently expect. We may never obtain regulatory approval for any product candidates that we develop.

Current wording

Changes in the outcome of any of these variables with respect to the development of any future product candidates in preclinical and clinical development could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the FDA, European Medicines Agency or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect, or if we experience significant delays in enrollment in any clinical trials following the applicable regulatory authority’s acceptance and clearance, we could be required to expend significant additional financial resources and time to complete clinical development than we currently expect. We may never obtain regulatory approval for any product candidates that we develop.

Previous wording

General and administrative expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits, and stock-based compensation expenses for individuals in executive, finance, corporate, business development, and administrative functions. Other significant general and administrative expenses include legal fees relating to patent, intellectual property and corporate matters, and fees paid for accounting, consulting and other professional services, and allocated expenses for rent, insurance and other operating costs.

Current wording

General and administrative expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits, and stock-based compensation expenses for individuals in executive, finance, corporate, business development, and administrative functions. Other significant general and administrative expenses include legal fees relating to patent, intellectual property and corporate matters, and fees paid for accounting, consulting and other professional services, allocated expenses for rent, insurance and other operating costs.

Previous wording

Gain (loss) on changes in fair value consists of assessed changes in fair value of liabilities carried at fair value, including warrants to purchase our common stock.

Current wording

Gain (loss) on changes in fair value consists of assessed changes in fair value of warrants to purchase our common stock.

Previous wording

Collaboration Revenue for the three months ended March 31, 2025 was $1.5 million, compared to no collaboration revenue for the three months ended March 31, 2024. The $1.5 million increase in collaboration revenue was the result of revenue recognized under the Novartis Agreement, as work commenced during the three months ended March 31, 2025.

Current wording

Collaboration Revenue for the three months ended June 30, 2025 was $2.4 million, compared to no collaboration revenue for the three months ended June 30, 2024. The $2.4 million increase in collaboration revenue was the result of revenue recognized under the Novartis Agreement, as work commenced in 2025.

Previous wording

Research and development expenses increased by $1.8 million from $9.3 million for the three months ended March 31, 2024 to $11.1 million for the three months ended March 31, 2025. The increase in research and development expenses was primarily attributable to a $2.7 million increase in direct costs related to other programs as we focused our research and development activities on IND-enabling activities for BGE-102 and discovery of novel apelin receptor APJ agonists for obesity during the three months ended March 31, 2025. Additionally contributing to the increase in research and development expenses was a $1.3 million increase in personnel-related expenses, primarily associated with an increase in stock-based compensation expense from new option grants issued to employees and severance payments to certain former employees. These higher costs were partially offset by a $2.7 million reduction in azelaprag direct costs as development was terminated in January 2025.

Current wording

Research and development expenses increased by $9.3 million from $10.5 million for the three months ended June 30, 2024 to $19.8 million for the three months ended June 30, 2025. The increase in research and development expenses was primarily attributable to a $8.0 million increase in direct costs for other programs, which was primarily related to licensing, discovery, and development activities related to our novel apelin receptor APJ agonist programs during the three months ended June 30, 2025. Additionally contributing to the increase in research and development expenses was a $3.0 million increase in direct costs related to our BGE-102 program associated with IND-enabling activities and drug-product manufacturing. These higher costs were partially offset by a $1.7 million reduction in azelaprag direct costs as development was terminated in January 2025.

Previous wording

General and administrative expenses increased by $3.3 million from $3.5 million for the three months ended March 31, 2024 to $6.8 million for the three months ended March 31, 2025. The increase was primarily driven by a $2.0 million increase personnel-related expenses, largely due to an increase in stock-based compensation expense associated with new option grants issued to employees, executives, board members and advisors. Additionally contributing to the increase in general and administrative expenses was a $0.5 million increase in legal fees, and a $0.4 million increase in taxes and insurance, primarily related to our public-company director and officer insurance policy.

Current wording

General and administrative expenses increased by $5.8 million from $8.3 million for the six months ended June 30, 2024 to $14.1 million for the six months ended June 30, 2025. The increase was primarily driven by a $3.5 million increase personnel-related expenses, largely due to an increase in stock-based compensation expense associated with new option grants issued to employees, executives, board members and advisors. Additionally contributing to the increase in general and administrative expenses was a $1.4 million increase in legal fees and a $0.7 million increase in taxes and insurance, primarily related to our public-company director and officer insurance policy.

Previous wording

Other income (expense), net increased by approximately $3.7 million from $0.2 million of other expense for the three months ended March 31, 2024 to $3.5 million of other income for the three months ended March 31, 2025. This increase in other income was primarily attributable to a $2.4 million increase in interest income driven by our higher cash, cash equivalents, and marketable securities balance. Further contributing to the increase in other income was a $1.0 million decrease in interest expense and a $0.3 million decrease in loss on extinguishment of debt related to our convertible promissory notes that converted into Series D-1 redeemable convertible preferred stock in February 2024.

Current wording

Other income (expense), net increased by approximately $5.2 million from $1.5 million for the six months ended June 30, 2024 to $6.7 million for the six months ended June 30, 2025 and 2024. This increase in other income was primarily attributable to a $3.6 million increase in interest income driven by our higher cash, cash equivalents, and marketable securities balance. Further contributing to the increase in other income was a $1.2 million decrease in interest expense and a $0.3 million decrease in loss on extinguishment of debt related to our convertible promissory notes that converted into Series D-1 redeemable convertible preferred stock in February 2024.

Previous wording

Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized any product candidates, and we do not expect to generate revenue from sales of any product candidates for the foreseeable future, if at all. As of March 31, 2025, we had $335.1 million in cash, cash equivalents, and marketable securities and we had an accumulated deficit of $265.7 million. From inception through March 31, 2025, we have raised aggregate gross proceeds of approximately $559.2 million through the sale and issuance of our common stock, redeemable convertible preferred stock and convertible promissory notes.

Current wording

Since our inception, we have incurred significant losses in each period and on an aggregate basis. We have not yet commercialized any product candidates, and we do not expect to generate revenue from sales of any product candidates for the foreseeable future, if at all. As of June 30, 2025, we had $313.4 million in cash, cash equivalents, and marketable securities and we had an accumulated deficit of $287.3 million. From inception through June 30, 2025, we have raised aggregate gross proceeds of approximately $559.2 million through the sale and issuance of our common stock, redeemable convertible preferred stock and convertible promissory notes.

Previous wording

In May 2022, we entered into the Loan Agreement with SVB Innovative Credit Growth Fund IX, LP and Innovative Credit Growth Fund VIII-A, LP pursuant to which we were able to borrow up to an aggregate of $25.0 million across two potential tranches until December 31, 2023. The Loan Agreement has a floating interest rate of the higher of the Wall Street Journal Prime rate plus 4.00% or 7.5%. The amounts borrowed under the Loan Agreement are scheduled to mature on April 1, 2026 and beginning November 1, 2023 we started making monthly principal payments. In addition, we will also be required to pay a final payment fee equal to 4.4% of the total amount borrowed. As of March 31, 2025, we had $6.5 million outstanding under the Loan Agreement. See Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion of the Loan Agreement.

Current wording

In May 2022, we entered into the Loan Agreement with SVB Innovative Credit Growth Fund IX, LP and Innovative Credit Growth Fund VIII-A, LP pursuant to which we were able to borrow up to an aggregate of $25.0 million across two potential tranches until December 31, 2023. The Loan Agreement has a floating interest rate of the higher of the Wall Street Journal Prime rate plus 4.00% or 7.5%. The amounts borrowed under the Loan Agreement are scheduled to mature on April 1, 2026 and beginning November 1, 2023 we started making monthly principal payments. In addition, we will also be required to pay a final payment fee equal to 4.4% of the total amount borrowed. As of June 30, 2025, we had $5.0 million outstanding under the Loan Agreement. See Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion of the Loan Agreement.

Previous wording

Cash used in operating activities during the three months ended March 31, 2025 was $17.4 million, and was primarily due to our net loss of $12.9 million and a $7.5 million change in operating assets and liabilities. These changes were partially offset by non-cash adjustments of $3.1 million, of which $2.9 million related to stock-based compensation expense.

Current wording

Cash used in operating activities during the six months ended June 30, 2025 was $37.3 million, and was primarily due to our net loss of $34.5 million and a $9.3 million change in operating assets and liabilities. These changes were partially offset by non-cash adjustments of $6.5 million, of which $6.2 million related to stock-based compensation expense.

Previous wording

Cash used in operating activities during the three months ended March 31, 2024 was $15.7 million, and was primarily due to our net loss of $13.0 million and a $4.1 million decrease in accrued expenses and other current liabilities related to operating activities.

Current wording

Cash used in operating activities during the six months ended June 30, 2024 was $31.5 million, and was primarily due to our net loss of $26.6 million and a $8.6 million change in operating assets and liabilities. These changes were partially offset by non-cash adjustments of $3.7 million, of which $2.4 million related to stock-based compensation expense.

Previous wording

Cash used in investing activities was $78.0 million during the three months ended March 31, 2025 and included cash outflows of $77.6 million related to the purchase of marketable securities as well as $0.4 million related to the purchase of property and equipment.

Current wording

Cash used in investing activities was $93.6 million during the six months ended June 30, 2025 and included cash outflows of $101.5 million related to the purchase of marketable securities as well as $0.6 million related to the purchase of property and equipment. These changes were partially offset by maturities of marketable securities of $8.5 million.

Previous wording

There was no cash used for investing activities during the three months ended March 31, 2024.

Current wording

There was less than $0.1 million used for investing activities during the six months ended June 30, 2024, all of which related to the purchase of property and equipment.

Previous wording

Cash used in financing activities during the three months ended March 31, 2025 was $1.5 million due to principal payments on our Term Loan.

Current wording

Cash used in financing activities during the six months ended June 30, 2025 was $3.0 million due to principal payments on our Term Loan.

Previous wording

Cash provided by financing activities during the three months ended March 31, 2024 was $168.0 million, resulting from the issuance and sale of our Series D Redeemable Convertible Preferred Stock for $169.5 million in net proceeds, partially offset by $1.5 million in principal payments on our Term Loan.

Current wording

Cash provided by financing activities during the six months ended June 30, 2024 was $165.6 million, resulting from the issuance and sale of our Series D Redeemable Convertible Preferred Stock for $169.5 million in net proceeds and $0.4 million in proceeds from stock option exercises, partially offset by $3.0 million in principal payments on our Term Loan and $1.3 million in deferred offering costs related to our initial public offering.

Previous wording

We lease office and lab space in Emeryville, California (the Emeryville Lease). The Emeryville Lease is accounted for as an operating lease and expires on February 24, 2031. As of March 31, 2025, our non-cancellable base rent lease obligations related to the Emeryville Lease were $4.4 million, of which $0.6 million is due within the next 12 months.

Current wording

We lease office and lab space in Emeryville, California (the Emeryville Lease). The Emeryville Lease is accounted for as an operating lease and expires on February 24, 2031. As of June 30, 2025, our non-cancellable base rent lease obligations related to the Emeryville Lease were $4.3 million, of which $0.6 million is due within the next 12 months.

Previous wording

We lease office and lab space in Richmond, California. The Richmond Lease is accounted for as an operating lease and expires on August 31, 2025. As of March 31, 2025, our non-cancellable base rent lease obligations related to the Richmond Lease were $0.1 million all of which is due within the next 12 months.

Current wording

We lease office and lab space in Richmond, California. The Richmond Lease is accounted for as an operating lease and expires on August 31, 2025. As of June 30, 2025, our non-cancellable base rent lease obligations related to the Richmond Lease were less than $0.1 million, all of which is due within the next 12 months.

Previous wording

Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our audited financial statements and the notes thereto for the year ended December 31, 2024 included in Form 10-K filed with the Securities and Exchange Commission on March 20, 2025. There were no material changes to these accounting policies during the three months ended March 31, 2025, except for the new critical accounting policy noted below.

Current wording

Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our audited financial statements and the notes thereto for the year ended December 31, 2024 included in Form 10-K filed with the Securities and Exchange Commission on March 20, 2025. There were no material changes to these accounting policies during the six months ended June 30, 2025, except for the new critical accounting policy noted below.