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Form 8-K

sec.gov

8-K — BioAge Labs, Inc.

Accession: 0001193125-26-213472

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001709941

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bioa-20260508.htm (Primary)

EX-99.1 (bioa-ex99_1.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 08, 2026

BIOAGE LABS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42279

47-4721157

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5885 Hollis Street

Suite 370

Emeryville, California

94608

(Address of Principal Executive Offices)

(Zip Code)

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

,

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 Par Value Per Share

BIOA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2026, BioAge Labs, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 attached to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release issued by BioAge Labs, Inc. dated May 8, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIOAGE LABS, INC.

Date:

May 8, 2026

By:

/s/ Dov Goldstein

Dov Goldstein, M.D.

Cheif Financial Officer

EX-99.1

EX-99.1

Filename: bioa-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

BioAge Labs Reports First Quarter 2026 Financial Results and Provides Business Updates

Positive topline Phase 1 data for BGE-102, demonstrating potential best-in-class reductions among oral NLRP3 inhibitors in inflammatory biomarkers of cardiovascular risk

Phase 2 dose-ranging proof-of-concept trial of BGE-102 in cardiovascular risk planned to initiate in mid-2026, with data anticipated by end of year

Phase 1b/2a proof-of-concept trial of BGE-102 in diabetic macular edema (DME) planned to initiate in mid-2026, with data anticipated in mid-2027

Completed upsized follow-on public offering of $132.3 million

EMERYVILLE, Calif., May 8, 2026 (GLOBE NEWSWIRE) -- BioAge Labs, Inc. (NASDAQ: BIOA) ("BioAge” or, "the Company"), a clinical-stage biopharmaceutical company developing therapeutic product candidates for cardiometabolic diseases by targeting the biology of human aging, today provided business updates and reported its first quarter 2026 financial results.

“The positive topline Phase 1 data we reported for BGE-102 in April reinforce our conviction that we have a potential best-in-class NLRP3 inhibitor: a well-tolerated, once-daily oral therapy that could deliver the anti-inflammatory efficacy of injectables," said Kristen Fortney, Ph.D., CEO and co-founder of BioAge. "Our focus now is execution. We plan to initiate two BGE-102 proof-of-concept trials by mid-2026 — a Phase 2 dose-ranging trial in cardiovascular risk, and a Phase 1b/2a trial in diabetic macular edema — advancing BGE-102 as a potential 'pipeline in a pill' across cardiometabolic and ocular diseases. With the $132.3 million we raised in our upsized follow-on offering earlier this year, we have the capital to drive both programs through key milestones.”

First Quarter 2026 Business Highlights

NLRP3 inhibitor clinical development

In April 2026, BioAge reported positive topline data from the Phase 1 trial of BGE-102, its oral, brain-penetrant NLRP3 inhibitor, including a newly announced 60 mg once-daily cohort in participants with obesity and elevated inflammation.

Across both 60 mg and 120 mg once-daily dose levels, BGE-102 achieved rapid and profound reductions in hsCRP, with median reductions of 86% from baseline, together with consistent reductions in IL-6 and fibrinogen.

At both doses, 87–93% of participants on active treatment reached normalized hsCRP (<2 mg/L) — a threshold associated with reduced cardiovascular risk.

BGE-102 was well tolerated across all dose levels evaluated. All treatment-emergent adverse events were mild to moderate in severity and self-limited, with no dose dependency. There were no serious adverse events, no treatment-emergent adverse events leading to discontinuation, and no clinically meaningful changes in vital signs, ECGs, or laboratory values.

Based on the full Phase 1 dataset, the Company plans to initiate a Phase 2 dose-ranging proof-of-concept trial of BGE-102 in participants at elevated cardiovascular risk in mid-2026, with topline data anticipated by year end.

BGE-102 indication expansion into ophthalmology

In January 2026, BioAge announced the expansion of its BGE-102 development program into ophthalmology, with an initial proof-of-concept study planned in patients with DME.

The Company plans to initiate a Phase 1b/2a proof-of-concept trial in mid-2026, with results anticipated in mid-2027.

APJ agonist program advancement

BioAge continues to advance its oral and injectable APJ agonist development strategy, including a novel APJ agonist antibody that is the subject of an option agreement with JiKang Therapeutics. The Company intends to file its first IND for an APJ program by year-end 2026.

Upsized follow-on public offering

In January 2026, BioAge completed an upsized follow-on public offering, with the underwriters' option to purchase additional shares exercised in full in February 2026, resulting in total gross proceeds of approximately $132.3 million.

Strategic partnerships and discovery platform

BioAge's multi-year research collaboration with Novartis, focused on discovering novel therapeutic targets at the intersection of aging biology and

exercise physiology, continued to advance, with multiple targets under evaluation.

The Company also continued to progress its strategic collaboration with Lilly ExploR&D for the development of therapeutic antibodies targeting novel metabolic aging targets.

First Quarter 2026 Financial Results

Collaboration revenue was $2.8 million for the quarter ended March 31, 2026, compared to $1.5 million for the same period in 2025. The $1.3 million increase in collaboration revenue was due to increased full-time equivalent employee (FTE) effort under the Novartis collaboration agreement, resulting in higher revenue recognized based on progress toward satisfaction of the related performance obligation.

Research and development expenses were approximately $20.4 million for the quarter ended March 31, 2026, compared to $11.1 million for the same period in 2025. The $9.3 million increase in research and development expenses was primarily attributable to a $5.7 million increase in direct costs related to the BioAge’s BGE-102 program associated with the completion of the Phase 1 single ascending dose (SAD) / multiple ascending dose (MAD) clinical trial, preparation for the planned Phase 2 dose-ranging proof-of-concept trial evaluating BGE-102 in participants with elevated cardiovascular risk and planned Phase 1b/2a proof-of-concept trial in DME, each expected to initiate in mid-2026, and drug-product manufacturing. Additionally contributing to the increase was a $3.6 million increase in direct costs for other programs, which was primarily related to discovery and development activities related to BioAge’s novel apelin receptor APJ agonist programs, and a $0.8 million increase in allocated facility and other expenses primarily driven by an increase in non-program specific consulting fees. These increases were partially offset by a $0.8 million reduction in azelaprag direct costs following termination of development in January 2025.

General and administrative expenses were $7.7 million for the quarter ended March 31, 2026, compared to $6.8 million for the same period in 2025. The $0.9 million increase was primarily attributable to a $0.6 million increase in 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, and a $0.4 million increase in legal fees, partially offset by a $0.1 million decrease in consulting expenses.

Net loss was $22.3 million for the quarter ended March 31, 2026, or $0.52 per weighted-average common share outstanding, basic and diluted, compared to a net loss of $12.9 million, or $0.36 per weighted-average common share outstanding, basic and diluted, for the same period in 2025.

As of March 31, 2026, BioAge had approximately $384.9 million in cash, cash equivalents, and marketable securities. Based on its current operating plan, BioAge estimates that existing cash and cash equivalents will be sufficient to fund operations and capital expenses through 2029.

About BioAge Labs, Inc.

BioAge is a clinical-stage biopharmaceutical company developing therapeutic product candidates for cardiometabolic diseases by targeting the biology of human aging. The Company's lead product candidate, BGE-102, is a potent, orally available, brain-penetrant small-molecule NLRP3 inhibitor being developed for cardiovascular risk and retinal diseases including diabetic macular edema. BGE-102 has completed a Phase 1 SAD/MAD trial demonstrating a well-tolerated profile and potential best-in-class reductions in hsCRP and other inflammatory biomarkers in participants with obesity and elevated inflammation. Phase 2 cardiovascular risk proof-of-concept data are anticipated by end of year 2026, and Phase 1b/2a diabetic macular edema proof-of-concept data are anticipated in mid-2027. The Company is also developing long-acting injectable and oral small molecule APJ agonists for obesity. BioAge’s additional preclinical programs, which leverage insights from the Company’s proprietary discovery platform built on human longevity data, address key pathways involved in metabolic aging.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical fact contained in this press release, including without limitation statements regarding our plans to develop and commercialize our product candidates, including BGE-102 and our APJ programs, the potential for BGE-102 as a treatment for atherosclerotic cardiovascular disease risk reduction and diabetic macular edema, the expected timeline for data readouts from our ongoing Phase 1 clinical trial, the expected timing and results of our ongoing or planned preclinical studies and clinical trials, risks associated with clinical trials, including our ability to adequately manage clinical activities for BGE-102 and our APJ programs, unexpected concerns that may arise from additional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain

regulatory approvals, the clinical utility of our future product candidates, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the willingness of healthcare professionals to use our product candidates, the sufficiency of our cash, cash equivalents and marketable securities, general economic conditions, the impact of industry and market conditions on our operations, including fluctuating interest rates and inflation, increased volatility in the debt and equity markets, legislative or regulatory healthcare reforms in the United States, significant political, trade or regulatory developments, including tariffs, federal government shutdowns, or shifting priorities within the U.S. Food and Drug Administration, cybersecurity incidents, and global regional conflicts, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements.

The forward-looking statements in this press release are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in BioAge’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on May 8, 2026, and BioAge’s other filings with the SEC filed from time to time.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. BioAge undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

PR: Chris Patil, media@bioagelabs.com

IR: Dov Goldstein, ir@bioagelabs.com

Partnering: partnering@bioagelabs.com

Web: https://bioagelabs.com

BIOAGE LABS, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share information)

Three Months Ended

March 31,

2026

2025

Collaboration revenue

$

2,772

$

1,451

Operating expenses:

Research and development

$

20,410

$

11,109

General and administrative

7,737

6,788

Total operating expenses

28,147

17,897

Loss from operations

(25,375

)

(16,446

)

Other income (expense)

Interest expense

(39

)

(255

)

Interest and other income (expense), net

3,268

3,714

Gain (loss) from changes in fair value of warrants

(107

)

59

Total other income (expense), net

3,122

3,518

Net loss

$

(22,253

)

$

(12,928

)

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

$

(0.52

)

$

(0.36

)

Weighted-average common shares outstanding, basic and diluted

42,480,488

35,850,037

Comprehensive loss:

Net loss

(22,253

)

(12,928

)

Other comprehensive income (loss):

Unrealized holding gains (losses) on available-for-sale investments

(178

)

29

Foreign currency translation adjustment

(27

)

(10

)

Total other comprehensive income (loss):

(205

)

19

Total comprehensive loss

$

(22,458

)

$

(12,909

)

BIOAGE LABS, INC.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share information)

March 31,

December 31,

2026

2025

Assets

Current Assets:

Cash and cash equivalents

$

241,777

$

188,888

Marketable securities, current

141,417

92,210

Accounts receivable

709

769

Prepaid expenses and other current assets

7,957

4,926

Total current assets

391,860

286,793

Investments

100

100

Marketable securities

1,680

4,032

Property and equipment, net

1,115

963

Operating lease right-of-use assets

2,684

2,785

Other assets

215

216

Total assets

$

397,654

$

294,889

Liabilities

Current Liabilities:

Accounts payable

$

3,066

$

2,674

Accrued expenses and other current liabilities

4,765

8,480

Current portion of term loan

1,159

2,648

Operating lease liabilities, current

646

582

Deferred revenue

6,191

5,754

Total current liabilities

15,827

20,138

Warrant liability

477

370

Operating lease liabilities

2,229

2,330

Total liabilities

18,533

22,838

Commitments and Contingencies (Note 7)

Stockholders’ Equity

Preferred stock, $0.00001 par value; 10,000,000 shares authorized as of

March 31, 2026 and December 31, 2025; no shares issued or outstanding

as of March 31, 2026 and December 31, 2025

Common stock, $0.00001 par value; 500,000,000 shares authorized as of

March 31, 2026 and December 31, 2025; 44,386,785 and 37,386,908

shares issued and outstanding as of March 31, 2026 and December 31,

2025, respectively

Additional paid-in-capital

734,717

605,189

Accumulated other comprehensive income

73

278

Accumulated deficit

(355,669

)

(333,416

)

Total stockholders’ equity

379,121

272,051

Total liabilities and stockholders’ equity

$

397,654

$

294,889

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Details

Name:

dei_EntityAddressesAddressTypeAxis=dei_FormerAddressMember

Namespace Prefix:

Data Type:

na

Balance Type:

Period Type: