BioAge Labs, Inc.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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FY2025 · Filed Mar 24, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
The following documents are included on pages F-1 through F-25 attached hereto and are filed as part of this Annual Report on Form 10-K.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-2 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 | F-5 |
| Notes to Consolidated Financial Statements | F-6 |
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits
The following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 3.1 | Restated Certificate of Incorporation. | 10-Q | 001-42279 | 3.1 | 11/07/2024 | |
| 3.2 | Restated Bylaws. | 10-Q | 001-42279 | 3.2 | 11/07/2024 | |
| 4.1 | Form of Common Stock Certificate. | S-1 | 333-281901 | 4.1 | 09/03/2024 | |
| 4.2 | Amended and Restated Investors’ Rights Agreement, dated February 1, 2024, by and among the Registrant and certain of its stockholders. | S-1 | 333-281901 | 4.4 | 09/03/2024 | |
| 4.3 | Description of Capital Stock | 10-K | 001-42279 | 4.3 | 03/20/2025 | |
| 10.1^ | Form of Indemnity Agreement. | S-1/A | 333-281901 | 10.1 | 09/18/2024 | |
| 10.2^ | 2024 Equity Incentive Plan and forms of award agreements. | 10-K | 001-42279 | 10.2 | 03/20/2025 | |
| 10.3^ | 2024 Employee Stock Purchase Plan and forms of award agreements. | S-1/A | 333-281901 | 10.4 | 09/18/2024 | |
| 10.4^ | Change in Control and Severance Plan. | S-1/A | 333-281901 | 10.5 | 09/18/2024 | |
| 10.5^ | Offer Letter by and between the Registrant and Kristen Fortney, dated September 17, 2024. | S-1/A | 333-281901 | 10.10 | 09/18/2024 | |
| 10.6^ | Offer Letter by and between the Registrant and Eric Morgen, dated September 17, 2024. | S-1/A | 333-281901 | 10.11 | 09/18/2024 | |
| 10.7^ | Offer Letter by and between the Registrant and Paul Rubin, dated September 17, 2024. | S-1/A | 333-281901 | 10.12 | 09/18/2024 | |
| 10.8 | Office and Laboratory Lease by and between the Company and ES East, LLC, dated August 23, 2024. | 10-Q | 001-42279 | 10.9 | 11/07/2024 | |
| 10.9 | Loan and Security Agreement, dated May 20, 2022, by and among the Registrant, Silicon Valley Bank and the lenders thereunder. | 10-K | 001-42279 | 10.10 | 03/20/2025 | |
| 10.10 | Sales Agreement, dated October 2, 2025, by and between the Company and Leerink Partners LLC. | S-3 | 333-290688 | 1.2 | 10/02/2025 | |
| 19.1 | Insider Trading Policy. | 10-K | 001-42279 | 19.1 | 03/20/2025 | |
| 21.1 | List of Subsidiaries. | 10-K | 001-42279 | 21.1 | 03/20/2025 | |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm. | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as | X | ||||
| Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
|---|---|---|---|---|---|---|
| 97.1 | Compensation Recovery Policy. | 10-K | 001-42279 | 97.1 | 03/20/2025 | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | X | ||||
^ Indicates a management contract or compensatory plan, contract or arrangement.
- This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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