BioAge Labs, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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Jun 30, 2026 · Filed Aug 5, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
Unaudited Notes to Condensed Consolidated Financial Statements
Note 1. Basis of Presentation and Significant Accounting Policies
Nature of Business
BioAge Labs, Inc. (the “Company”) is a clinical-stage biopharmaceutical company developing therapeutic product candidates for cardiometabolic diseases by targeting the biology of human aging. The Company's technology platform and differentiated human datasets enable the Company to identify promising targets based on insights into molecular changes that drive aging.
The Company was incorporated in 2015 in the State of Delaware and is headquartered in Emeryville, California.
On October 2, 2025, the Company filed a universal shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC, as amended on November 5, 2025, and entered into a sales agreement with Leerink Partners LLC, under which the Company may, from time to time, offer and sell common stock having an aggregate offering value of up to $75.0 million, referred to as the “at-the-market” program. The Company may terminate this at-the-market program at any time, pursuant to its terms.
As of June 30, 2026,2,400,000 shares of the Company's common stock had been offered or sold pursuant to the “at-the-market” program for gross proceeds of approximately $33.9 million, before deducting sales agent commission and offering costs of approximately $1.2 million, resulting in net proceeds of approximately $32.7 million.
In January 2026, the Company completed an underwritten public offering of its common stock, issuing 5,897,435 shares at a public offering price of $19.50 per share for net proceeds of $107.4 million, after underwriting discounts and commissions and offering costs (the "January 2026 Public Offering"). The January 2026 Public Offering included a 30-day option for the underwriters to purchase up to 884,615 additional shares.
In February 2026, the Company issued 884,615 shares of its common stock upon exercise of the underwriters’ option in the January 2026 Public Offering, resulting in net proceeds of $16.2 million, net of underwriting discounts and commissions.
Liquidity and Capital Resources
Since inception, the Company’s operations have consisted primarily of organizing and staffing the Company, business planning, raising capital, establishing its intellectual property portfolio, acquiring or discovering product candidates, research and development activities for its product candidates, establishing arrangements with third parties for the manufacture of its product candidates and component materials, and providing general and administrative support for these operations. The Company has not generated any product revenue to date.
The Company has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $381.8 million as of June 30, 2026. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. As of June 30, 2026, the Company had cash, cash equivalents, and marketable securities of $381.3 million, of which $62.5 million were long-term marketable securities.
Current cash, cash equivalents, and marketable securities are sufficient to fund planned operations for at least one year after the date these unaudited condensed consolidated financial statements are issued. Accordingly, these unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.
Until such time, if ever, the Company can generate substantial product revenues, it expects to finance its cash needs through equity offerings, debt financings or other capital sources, which could include collaborations, strategic alliances or licensing arrangements. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interests of its existing stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect the rights of such stockholders. Debt financing, if available, may involve agreements that include restrictive covenants that limit the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact the Company’s ability to conduct its business. If the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, the Company may have to relinquish valuable rights to the Company’s technologies, future revenue streams, research program or product candidates, or grant licenses on terms that may not be favorable to the Company. If the Company is unable to raise additional funds through equity or debt financings when needed, the Company may be required to delay, limit, reduce or terminate its product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of BioAge Labs, Inc. and its wholly owned subsidiary, BioAge Labs PTY LTD. BioAge Labs PTY LTD was incorporated in Australia in December 2020. All intercompany accounts and transactions have been eliminated in consolidation.
The unaudited condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2025 Annual Report on Form 10-K. The balance sheet as of December 31, 2025 was derived from audited consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K but does not include all disclosures required by GAAP.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from these interim financial statements. The interim results are not necessarily indicative of results to be expected for the full year.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Areas that require management’s estimates include warrant liability, stock-based compensation expense assumptions, recording revenue for performance obligations recognized over time, valuation of deferred tax assets, and estimating services expended by third-party service providers used to recognize research and development expense.
Cash, Cash Equivalents, and Marketable Securities
The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents.
Marketable securities consist of high-grade debt securities. Marketable securities with maturities within twelve months from the balance sheet date are classified as short-term marketable securities and those with maturities over twelve months from the balance sheet date are classified as long-term marketable securities. The Company classifies all marketable securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. As of and for the six months ended June 30, 2026 and 2025, the Company didnot have any allowance for credit losses or impairments of its marketable securities.
Concentrations of Credit Risk
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.
The Company invests its excess cash in investment-grade, liquid instruments in accordance with its investment policy. The Company maintains cash balances at financial institutions that may exceed federally insured limits and is exposed to credit risk in the event of a default by the financial institutions holding its cash and by issuers of its cash equivalents and marketable securities. The Company has not experienced any losses on its deposits of cash, cash equivalents, or marketable securities to date.
As of June 30, 2026 and December 31, 2025, one customer accounted for 100% of the Company’s accounts receivable. For thesix months ended June 30, 2026 and 2025, the same customer accounted for 100% of the Company’s revenue.
The Company has no financial instruments with off-balance sheet risk of loss.
Risks and Uncertainties
The Company faces risks and uncertainties associated with companies in the biotechnology industry, including but not limited to the uncertainty of success of its preclinical studies and clinical trials, regulatory approval of product candidates, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need for additional financing, compliance with government regulations, dependence on third parties, recruiting and retaining skilled personnel, and dependence on key members of management.
The Company’s product candidates require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company.
Summary of Significant Accounting Policies
The Company’s complete listing of significant accounting policies is set forth in Note 2. Basis of Presentation and Significant Accounting Policies, to the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard calls for enhanced disclosures about components of expense captions on the face of the income statement. This standard will be effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted and the option for retrospective application. This ASU will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted, and will have no impact on the Company's financial condition and results of operations.
Note 2. Fair Value Measurements
GAAP establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.
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.
Fair value is established as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, an established three-tier fair value hierarchy distinguishes between the following:
Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities.
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.
Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.
The carrying amounts of the Company’s other current assets, accounts payable, accrued expenses and other current liabilities reported in the condensed consolidated financial statements approximate their fair values due to their short-term nature.
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):
| (Level 1) · (Level 2) · (Level 3) · Total | |||||
|---|---|---|---|---|---|
| Assets: | |||||
| Money market funds | $64,880 | $— | $— | $64,880 | |
| U.S. government agency bonds | — | 8,802 | — | 8,802 | |
| Cash equivalents | $64,880 | $8,802 | $— | $73,682 | |
| Treasury bill | $2,981 | $— | $— | $2,981 | |
| U.S. government bonds | 116,504 | — | — | 116,504 | |
| U.S. government agency bonds | — | 81,622 | — | 81,622 | |
| Commercial paper | — | 13,136 | — | 13,136 | |
| Corporate debt securities | — | 29,035 | — | 29,035 | |
| Foreign corporate debt securities | — | 1,503 | — | 1,503 | |
| Short-term marketable securities | $119,485 | $125,296 | $— | $244,781 | |
| U.S. government bonds | $15,450 | $— | $— | $15,450 | |
| U.S. government agency bonds | — | 35,244 | — | 35,244 | |
| Corporate debt securities | — | 11,824 | 11,824 | ||
| Long-term marketable securities | $15,450 | $47,068 | $— | $62,518 | |
| Total fair value of financial assets | $199,815 | $181,166 | $— | $380,981 | |
| Liabilities: | |||||
| Warrant liability | $— | $— | $678 | $678 | |
| (Level 1) | (Level 2) | (Level 3) | Total | |
|---|---|---|---|---|
| Assets: | ||||
| Money market funds | $182,234 | $— | $— | $182,234 |
| Commercial paper | — | 5,736 | — | 5,736 |
| Corporate debt securities | — | 642 | — | 642 |
| Cash equivalents | $182,234 | $6,378 | $— | $188,612 |
| U.S. government bonds | $41,093 | $— | $— | $41,093 |
| Commercial paper | — | 5,053 | — | 5,053 |
| U.S. government agency bonds | — | 11,613 | — | 11,613 |
| Corporate debt securities | — | 32,941 | — | 32,941 |
| Foreign corporate debt securities | — | 1,510 | — | 1,510 |
| Short-term marketable securities | $41,093 | $51,117 | $— | $92,210 |
| U.S. government bonds | $4,032 | $— | $— | $4,032 |
| Long-term marketable securities | $4,032 | $— | $— | $4,032 |
| Total fair value of financial assets | $227,359 | $57,495 | $— | $284,854 |
| Liabilities: | ||||
| Warrant liability | $— | $— | $370 | $370 |
Cash Equivalents and Marketable Securities
Cash equivalents include debt securities that have a maturity of three months or less from the original acquisition date. The Company’s money market funds, treasury bills and U.S. government bonds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Corporate debt securities, commercial paper and U.S. government agency bonds are classified within Level 2 of the fair value hierarchy as they take into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs.
The following tables summarize the Company's cash equivalents and marketable securities' amortized costs, gross unrealized gains, gross unrealized losses, and estimated fair values by significant investment category (in thousands):
| Unrealized | ||||||
|---|---|---|---|---|---|---|
| June 30, 2026 · Contractual Maturity · Amortized Cost · Losses · Gains · Fair Value | ||||||
| Assets: | ||||||
| Money market funds | Three months or less | $64,880 | $— | $— | $64,880 | |
| U.S. government agency bonds | Three months or less | 8,826 | (24) | — | 8,802 | |
| Cash equivalents | $73,706 | $(24) | $— | $73,682 | ||
| Treasury bill | Less than 1 year | $2,981 | $— | $— | $2,981 | |
| U.S. government bonds | Less than 1 year | 116,661 | (163) | 6 | 116,504 | |
| U.S. government agency bonds | Less than 1 year | 81,714 | (92) | — | 81,622 | |
| Commercial paper | Less than 1 year | 13,148 | (12) | — | 13,136 | |
| Corporate debt securities | Less than 1 year | 29,079 | (44) | — | 29,035 | |
| Foreign corporate debt securities | Less than 1 year | 1,504 | (1) | — | 1,503 | |
| Short-term marketable securities | $245,087 | $(312) | $6 | $244,781 | ||
| U.S. government bonds | 1 to 2 years | $15,485 | $(35) | $— | $15,450 | |
| U.S. government agency bonds | 1 to 2 years | 35,445 | (201) | — | 35,244 | |
| Corporate debt securities | 1 to 2 years | 11,884 | (60) | 11,824 | ||
| Long-term marketable securities | $62,814 | $(296) | $— | $62,518 | ||
| Total financial assets | $381,607 | $(632) | $6 | $380,981 | ||
| Unrealized | |||||
|---|---|---|---|---|---|
| December 31, 2025 | Contractual Maturity | Amortized Cost | Losses | Gains | Fair Value |
| Assets: | |||||
| Money market funds | Three months or less | $182,234 | $— | $— | $182,234 |
| Commercial paper | Three months or less | 5,736 | — | — | 5,736 |
| Corporate debt securities | Three months or less | 642 | — | — | 642 |
| Cash equivalents | $188,612 | $— | $— | $188,612 | |
| U.S. government bonds | Less than 1 year | $41,014 | $— | $79 | $41,093 |
| Commercial paper | Less than 1 year | 5,051 | — | 2 | 5,053 |
| U.S. government agency bonds | Less than 1 year | 11,604 | — | 9 | 11,613 |
| Corporate debt securities | Less than 1 year | 32,933 | (4) | 12 | 32,941 |
| Foreign corporate debt securities | Less than 1 year | 1,510 | — | — | 1,510 |
| Short-term marketable securities | $92,112 | $(4) | $102 | $92,210 | |
| U.S. government bonds | 1 to 2 years | 4,008 | — | 24 | 4,032 |
| Long-term marketable securities | $4,008 | $— | $24 | $4,032 | |
| Total financial assets | $284,732 | $(4) | $126 | $284,854 | |
The Company does not intend to sell the securities in an unrealized loss position and does not expect they will be required to sell the securities before maturity. No allowance for credit losses has been recognized as of June 30, 2026 or December 31, 2025. During the six months ended June 30, 2026 and 2025, the Company did not recognize any impairment losses related to investments.
As of June 30, 2026 and December 31, 2025, the Company had accrued interest receivable of $2.5 million and $1.2 million, respectively, which was included in the prepaid expenses and other current assets financial statement line item in the condensed consolidated balance sheets.
Warrant Liability
As of June 30, 2026, warrants to purchase 31,690 shares of common stock were outstanding. These warrants are classified as a liability since the warrants meet the classification requirements for liability accounting pursuant to ASC 815. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The Company classifies the warrant liability within Level 3 of the fair value hierarchy as the assessed fair value is based on both observable and unobservable market inputs including the Company's stock price, risk-free rate, and volatility.
The following table sets forth the changes in fair value of the warrant liability for thesix months ended June 30, 2026 (in thousands):
| Fair value at December 31, 2025 | $370 |
|---|---|
| Changes in fair value | 107 |
| Fair value at March 31, 2026 | $477 |
| Changes in fair value | 201 |
| Fair value at June 30, 2026 | $678 |
Note 3. Balance Sheet Components
Property and Equipment
Property and equipment consisted of the following (in thousands):
| June 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Lab equipment | $1,425 | $1,023 |
| Computer equipment and software | 71 | 72 |
| Furniture and fixtures | 165 | 167 |
| Leasehold improvements | 161 | 161 |
| Construction-in-progress | — | 22 |
| Property and equipment, gross | $1,822 | $1,445 |
| Accumulated depreciation | (613) | (482) |
| Property and equipment, net | $1,209 | $963 |
Depreciation expense was $0.1 million for thesix months ended June 30, 2026 and 2025.
Accrued Expenses and Other Current Liabilities
Accrued expenses consisted of the following (in thousands):
| June 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Research and development expenses | $4,564 | $3,603 |
| Payroll and related costs | 3,535 | 4,352 |
| Other | 388 | 525 |
| Total accrued expenses and other current liabilities | $8,487 | $8,480 |
Note 4. Debt
Term Loan
In May 2022, the Company entered into a loan and security agreement (the “Loan Agreement”) with SVB Innovative Credit Growth Fund IX, LP and Innovative Credit Growth Fund VIII-A, LP (collectively, the “Lenders”) pursuant to which the Company was eligible to borrow, and the Lenders were obligated to fund, up to $25.0 million in borrowing capacity across two potential tranches (the “Term Loan”). The Company borrowed an aggregate of $15.0 million under the Term Loan and didnot draw the remaining borrowing capacity.
Commencing on November 1, 2023, the Company was required to make monthly principal payments. The Company was required to pay a final payment fee equal to 4.4% of the total amount borrowed, or $0.7 million.
Debt issuance costs, including the fair value of the warrants issued in connection with the Term Loan (see Note 2, Fair Value Measurements), were treated as debt discounts in the condensed consolidated balance sheet and together with the final payment were amortized to interest expense over the life of the Term Loan using the effective interest rate method.
As of December 31, 2025, $2.0 million of principal was outstanding under the Term Loan and was included in the current portion of term loan in the condensed consolidated balance sheets. The Term Loan matured on April 1, 2026, at which time the Company repaid all outstanding principal, accrued interest and the final payment fee in full.
Note 5. Capital Structure
There are 500,000,000 shares of common stock authorized as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, there were 10,000,000 shares of preferred stock authorized andno preferred shares issued and outstanding. Common stock reserved for future issuance as of June 30, 2026 and December 31, 2025, consisted of the following:
| June 30,2026 | December 31,2025 | |
|---|---|---|
| Stock options, issued and outstanding | 9,153,922 | 7,914,058 |
| Stock options, authorized for future issuance | 2,148,204 | 2,128,767 |
| Employee stock purchase plan, shares authorized for future issuance | 1,062,369 | 688,500 |
| Warrants, issued and outstanding | 31,690 | 31,690 |
| Total common stock reserved for future issuance | 12,396,185 | 10,763,015 |
Note 6. Stock-Based Compensation
Stock Option Plans
Under the terms of its stock option plans, the Company’s board of directors may grant stock options to employees, directors and consultants. The Company issued stock options under the 2015 Equity Incentive Plan, as amended (the “2015 Plan”) until September 2024, when the 2024 Equity Incentive Plan (the “2024 Plan”) was adopted. There are no remaining shares available to be granted under the 2015 Plan. There were 4,016,756 and 5,137,166 stock options outstanding under the 2015 Plan and 2024 Plan, respectively, as of June 30, 2026.
The 2024 Plan authorizes the award of incentive stock options ("ISOs"), which are intended to qualify for tax treatment under Section 422 of the U.S. Internal Revenue Code of 1986, as amended, and nonqualified stock options, Restricted Stock Awards, Stock Appreciation Rights, Restricted Stock Units (each as defined in the 2024 Plan), performance awards and stock bonus awards (each as defined in the 2024 Plan). The 2024 Plan initially reserved 3,650,000 shares of the Company's common stock, which includes any reserved shares not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2024 Plan, for issuance pursuant to awards granted under our 2024 Plan. The number of shares reserved for issuance under the 2024 Plan will increase automatically on January 1 of each of the first ten calendar years during the term of the 2024 Plan by the number of shares equal to the lesser of 5% of the aggregate number of all classes of the Company's common stock and the total number of shares of the Company's common stock subject to any pre-funded warrants, in each case, as issued and outstanding as of the immediately preceding December 31, or a number as may be determined by the Company's board of directors. Pursuant to the 2024 Plan, ISOs may be granted only to employees of the Company. The Company may grant all other types of awards to its employees, directors and consultants.
As of June 30, 2026,2,148,204 shares were available for future grants under the 2024 Plan. The 2024 Plan permits the granting of incentive stock options, non-statutory stock options, stock awards, and stock purchase rights. The terms of the agreements are determined by the board of directors. The Company’s stock options have a maximum term of 10 years and vest based on the terms in the agreements, generally over 4 years.
The following table summarizes the stock option activity for thesix months ended June 30, 2026:
| Number ofOptions | Weighted-AverageExercisePrice | Weighted-AverageRemainingContractualLife (Years) | AggregateIntrinsicValue (inthousands) | |
|---|---|---|---|---|
| Balance-December 31, 2025 | 7,914,058 | $7.74 | 7.9 | $46,246 |
| Granted | 1,864,790 | 19.18 | ||
| Exercised | (607,944) | 6.99 | ||
| Forfeited/expired | (16,982) | 7.76 | ||
| Balance-June 30, 2026 | 9,153,922 | $10.12 | 7.9 | $131,716 |
| Vested and Exercisable-June 30, 2026 | 4,239,447 | $8.80 | 6.9 | $66,600 |
The intrinsic value of the stock options that were exercised during the six months ended June 30, 2026 was$8.3 million. There wereno stock options exercised during thesix months ended June 30, 2025.
The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2026 and 2025 was$15.51 and $3.66, respectively, and were estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
| Six months endedJune 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Weighted-average risk-free interest rate | 3.9% | 4.4% |
| Expected term of stock options (in years) | 6.0 | 6.0 |
| Weighted-average expected stock price volatility | 101.1% | 108.0% |
| Estimated dividend yield | — | — |
Stock-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations and comprehensive loss is as follows (in thousands):
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Research and development | $1,483 | $790 | $2,957 | $1,578 |
| General and administrative | 2,786 | 2,439 | 5,568 | 4,600 |
| Total stock-based compensation expense | $4,269 | $3,229 | $8,525 | $6,178 |
As of June 30, 2026, there was$44.1 million of unrecognized compensation cost that is expected to be recognized over a weighted average period of 2.8 years.
Employee Stock Purchase Plan
In September 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the "2024 ESPP"). The 2024 ESPP enables eligible employees to purchase shares of the Company's common stock with accumulated payroll deductions. The Company has initially reserved 330,000 shares of its common stock for sale under the 2024 ESPP. The aggregate number of shares issued over the term of the 2024 ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 3,300,000 shares of the Company's common stock. As of June 30, 2026, there were a total of 1,062,369 shares available for future purchase under the 2024 ESPP.
Note 7. Commitments and Contingencies
Indemnification
The Company entered into indemnification agreements with directors and certain officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the unaudited condensed consolidated financial statements. The Company also maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and officers. To date, the Company has not incurred any costs and has not accrued any liabilities in the unaudited condensed consolidated financial statements as a result of these provisions.
Legal Proceedings
On January 7, 2025, a putative securities class action complaint was filed against the Company and certain of its officers and directors in the United States District Court for the Northern District of California (the "Court"). The complaint alleged violations of Section 11 and Section 15 of the Securities Act, based on allegations that defendants misrepresented and/or omitted certain information in the Company’s initial public offering registration statement concerning azelaprag. An amended complaint was filed on June 2, 2025. On October 30, 2025, the Court entered an order granting defendants’ motion to dismiss without prejudice. On November 20, 2025, a further amended complaint was filed. On March 2, 2026, the Court entered an order granting defendants’ further motion to dismiss with prejudice. On March 27, 2026, the plaintiff filed a notice of appeal of the Court’s order granting defendants’ motion to dismiss. On July 22, 2026, the plaintiff filed its opening brief in the United States Court of Appeals for the Ninth Circuit. Defendants’ answering brief is due on September 18, 2026, and any reply brief from the plaintiff is due by October 2, 2026. Oral argument, to the extent scheduled, would likely occur in early 2027.
From time to time, in the ordinary course of business, the Company is subject to legal proceedings. The Company accrues a liability for such matters when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Legal fees and other costs associated with such proceedings are expensed as incurred.
Leases
In August 2017, the Company entered into an agreement to lease office and lab space in Richmond, California, which the Company used for its corporate offices and research facility (the “Richmond Lease”). The Richmond Lease expired in August 2025. The Company recognized rent expense on a straight-line basis over the lease term.
In September 2024, the Company entered into an agreement to lease approximately 10,479 square feet of office and lab space in Emeryville, California (the "Emeryville Lease"). The Emeryville Lease commenced on February 25, 2025, as that was the date that the Company obtained control over the facility. The Emeryville Lease has an initial term ofsix years, ending in February 2031. The Emeryville Lease includes escalating rent payments and includes an option to extend the lease term for an additional five years. The Company is not reasonably certain to exercise the option to extend the lease term. The Company recognizes rent expense on a straight-line basis over the lease term. The Emeryville Lease does not provide a bargain purchase option nor does it transfer ownership at any point during the lease to the Company and is classified as an operating lease.
As of June 30, 2026, the Emeryville Lease remaining lease term was 4.7 years and the discount rate used to determine the operating lease liability was 11.6%.
Operating lease expense was $0.2 million and $0.4 million for thethree months ended June 30, 2026 and 2025, respectively, and $0.4 million and $0.6 million for thesix months ended June 30, 2026 and 2025, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $0.2 million and $0.4 million for thesix months ended June 30, 2026 and 2025, respectively, and was included in net cash used in operating activities in the Company’s condensed consolidated statement of cash flows. Variable lease payments related to operating leases were $0.3 million and less than $0.1 million for thesix months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, maturities of lease liabilities were as follows:
| 2026 (excluding the six months ended June 30, 2026) | $372 |
| 2027 | $763 |
| 2028 | $786 |
| 2029 | $810 |
| 2030 | $834 |
| 2031 | $140 |
| Total operating lease payments | 3,705 |
| Less: imputed interest | (870) |
| Total operating lease liabilities | 2,835 |
| Less: current portion | (714) |
| Operating lease liability, net of current portion | $2,121 |
Note 8. Collaboration Agreements
Novartis Pharma AG Collaboration Agreement
On December 16, 2024, the Company entered into a collaboration agreement with Novartis Pharma AG ("Novartis") to identify and validate novel therapeutic drug targets by investigating the biological mechanisms that drive diseases related to aging and mediate the beneficial effects of physical exercise (the "Novartis Agreement").
Under the terms of the Novartis Agreement, the Company is obligated to perform additional analyses on the Company's longitudinal human aging cohort datasets, to expand data included in the Company's discovery platform, and perform other activities to enable the identification and validation of novel therapeutic drug targets. The Company has determined these activities represent a single performance obligation.
In consideration for the rights granted under the Novartis Agreement, the Company has received and may receive upfront payments and research funding of up to $20.0 million, and up to $530.0 million in future long-term research, development, and commercial milestones. The Company and Novartis each have the right to advance novel targets discovered under the Novartis Agreement and are each eligible to receive reciprocal success milestones and receive tiered royalties on net sales of licensed products.
Collaboration revenue of $2.4 million was recognized under the Novartis Agreement for each of thethree months ended June 30, 2026 and 2025, and $5.2 million and $3.9 million in thesix months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, the Company recorded $1.4 million in revenue that was included in deferred revenue as of December 31, 2025 and $3.8 million in revenue related to research funding for reimbursable costs incurred during thesix months ended June 30, 2026. Deferred revenue related to the Novartis Agreement amounted to $4.4 million and $5.8 million as of June 30, 2026, and December 31, 2025, respectively, all of which was included in current liabilities within the condensed consolidated balance sheets.
Note 9. Income Taxes
The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2026. The Company incurred losses for the three andsix months ended June 30, 2026 and expects to continue to incur losses through the remainder of the year ending December 31, 2026, resulting in an estimated net loss for both financial statement and tax purposes. Therefore, no federal, state or foreign income taxes are expected and none have been recorded for the six months ended June 30, 2026.
Due to the Company's history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance.
As of June 30, 2026, the Company hadno unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.
Note 10. Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands except for share and per share data):
| Three months endedJune 30, | Six months endedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net loss | $(26,097) | $(21,563) | $(48,350) | $(34,491) |
| Denominator: | ||||
| Weighted-average shares of common stock outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 44,838,893 | 35,850,037 | 43,666,204 | 35,850,037 |
| Net loss per share attributable to common stockholders, basic and diluted: | $(0.58) | $(0.60) | $(1.11) | $(0.96) |
The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be antidilutive. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
| June 30,2026 | June 30,2025 | |
|---|---|---|
| Stock options, issued and outstanding | 9,153,922 | 8,047,827 |
| Warrants to purchase common stock | 31,690 | 31,690 |
| Total | 9,185,612 | 8,079,517 |
Note 11. Employee Benefit Plan
The Company maintains a defined contribution 401(k) plan, under which employee contributions are voluntary and are determined on an individual basis, limited by the maximum amounts allowable under federal tax regulations. The Company provides an automatic matching contribution of employee contributions into the plan up to a maximum of 4% of employee deferral. The Company’s matching contributions to employees were $0.1 million and $0.2 million for thethree months ended June 30, 2026 and 2025, respectively, and $0.3 million and $0.4 million for thesix months ended June 30, 2026 and 2025, respectively.
Note 12. Segment Reporting
The Company hasone reportable segment, which is the business of extending healthy human life by targeting molecular causes of aging.
The Company’s CODM is its chief executive officer. When evaluatingthe Company's financial performance, the CODM reviews total operating expenses and expense by function to make decisions on a company-wide basis.
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 condensed consolidated balance sheets.
The table below is a summary of the segment net loss, including significant segment expenses:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Collaboration revenue | $2,451 | $2,412 | $5,223 | $3,863 |
| Segment expenses: | ||||
| Direct program costs | 16,678 | 13,955 | 29,819 | 18,584 |
| Indirect research and development expenses | 7,687 | 5,889 | 14,956 | 12,369 |
| General and administrative | 7,419 | 7,339 | 15,156 | 14,127 |
| Total operating and segment expenses | $(31,784) | $(27,183) | $(59,931) | $(45,080) |
| Loss from operations | (29,333) | (24,771) | (54,708) | (41,217) |
| Total other income (expense), net | 3,236 | 3,208 | 6,358 | 6,726 |
| Segment and consolidated net loss | $(26,097) | $(21,563) | $(48,350) | $(34,491) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.