BIOA on Nasdaq

BioAge Labs, Inc.

In its 2026 annual report the company says: “We are a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging. Our technology platform and differentiated human datasets enable us to identify promising targets based on insights into molecular changes that drive aging.”4 It is headquartered in Richmond, United States.2 Its shares trade on Nasdaq under the symbol BIOA.2

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Last updated Oct 21, 2026.

Overview

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  • TickerBIOA on Nasdaq2
  • IndustryPharmaceutical Preparations2
  • HeadquartersRichmond, United States2
  • Incorporated inDE3
  • Business address5885 Hollis Street, Suite 370, Emeryville, Ca 946083
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI529900NG0C40250Z78752
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o Incorp Services, Inc., 131 Continental Drive Suite 301, 19713 Newark, United States2
  • Registered withDivision of Corporations, Department of State, 57213792

We are a clinical-stage biopharmaceutical company developing therapeutic product candidates for metabolic diseases by targeting the biology of human aging. Our technology platform and differentiated human datasets enable us to identify promising targets based on insights into molecular changes that drive aging.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-1031.5%Operating margin5
-896.1%Net margin5
-29.6%Return on equity5
0.00×Debt to equity5
-$82.3MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development100¢$74.0M

Out of $9.0M in revenue.5 The company lost money this year.

Financial statements

Revenue5$9.0M in 2025
0$2.5M$5.0M$7.5M$10.0M2024: $0$020242025: $9.0M$9.0M2025
Operating income65-$92.8M in 2025+92% since 2023
-$100.0M-$75.0M-$50.0M-$25.0M02023: -$48.4M-$48.4M20232024: -$78.2M-$78.2M2024+62%2025: -$92.8M-$92.8M2025+19%
Net income65-$80.6M in 2025+26% since 2023
-$100.0M-$75.0M-$50.0M-$25.0M02023: -$63.9M-$63.9M20232024: -$71.1M-$71.1M2024+11%2025: -$80.6M-$80.6M2025+13%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Collaboration revenue$9.0M$0
Research and development$74.0M$59.0M
General and administrative$27.8M$19.2M
Total operating expenses$101.8M$78.2M
Loss from operations-$92.8M-$78.2M
Interest expense-$697.0K-$2.4M
Interest and other income (expense), net$13.1M$9.6M
Gain (loss) from changes in fair value of warrants-$214.0K$73.0K
Loss on extinguishment of debt$0-$250.0K
Total other income (expense), net$12.2M$7.1M
Net loss-$80.6M-$71.1M
Net loss per share attributable to common stockholders, Basic-$2.24-$6.63
Net loss per share attributable to common stockholders, Diluted-$2.24-$6.63
Weighted-average common shares outstanding, basic35.9M shares10.7M shares
Weighted-average common shares outstanding, dilutive35.9M shares10.7M shares
Unrealized holding gains on available-for-sale investments$122.0K$0
Foreign currency translation adjustment-$89.0K$81.0K
Total other comprehensive income$33.0K$81.0K
Total comprehensive loss-$80.6M-$71.0M

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Corporate structure

BioAge Labs, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BioAge Labs, Inc.

  • BioAge Labs, Inc. Richmond, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BioAge Labs, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.4M5 Dec 31, 2025$962.0K5 Dec 31, 2024+50.2%
Accumulated depreciation$482.0K5 Dec 31, 2025$371.0K5 Dec 31, 2024+29.9%
Property and equipment, net$963.0K5 Dec 31, 2025$591.0K5 Dec 31, 2024+62.9%
Operating-lease assets (leased space)$2.8M5 Dec 31, 2025$200.0K5 Dec 31, 2024+1292.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$188.9M5 Dec 31, 2025$354.3M5 Dec 31, 2024−46.7%
Marketable securities, current$92.2M5 Dec 31, 2025$05 Dec 31, 2024
Marketable securities, non-current$4.0M5 Dec 31, 2025
Long-term investments$100.0K5 Dec 31, 2025$100.0K5 Dec 31, 20240%

Properties, in its own words

We currently occupy approximately 10,479 square feet of office and laboratory space at our headquarters located in Emeryville, California (the "Emeryville Lease"). The Emeryville Lease expires in February 2031.

Item 2 of the 10-K filed Mar 24, 2026.4

Leadership

Who has led BioAge Labs, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Dov A. Goldstein Md.2024–now

Chief operating officer

  1. Eric Morgen2024–now
2025
Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJason Coloma named Feb 13, 202418
  • DirectorRehka Hemrajani named Feb 13, 202418
  • DirectorVijay Pande named Feb 13, 202418

Timeline

  1. Oct 2, 20268-K Other events19
  2. Aug 5, 20268-K Results of operations20
  3. Jun 12, 20268-K Shareholder vote21
  4. May 8, 20268-K Results of operations22
  5. Mar 24, 20268-K Results of operations; Regulation FD disclosure23
  6. Jan 22, 20268-K Entered a material agreement; Regulation FD disclosure24
  7. Jan 20, 20268-K Regulation FD disclosure; Other events25
  8. Jan 12, 20268-K Regulation FD disclosure; Other events26
  9. Dec 4, 20258-K Regulation FD disclosure; Other events27
  10. Nov 6, 20258-K Results of operations28
  11. Aug 6, 20258-K Results of operations29
  12. Jun 9, 20258-K Shareholder vote30
  13. Sep 25, 2024New chief executive Kristen Fortney becomes CEO9
  14. Apr 1, 2015Founded BioAge Labs, Inc. is founded2

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.56) a share, on Nov 6, 2025.31

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results20
  2. May 8, 2026Reported quarterly or annual results22
  3. Mar 24, 2026Reported quarterly or annual results23
  4. Nov 6, 2025Reported quarterly or annual results28
  5. Aug 6, 2025Reported quarterly or annual results29
  6. May 6, 2025Reported quarterly or annual results32
  7. Mar 20, 2025Reported quarterly or annual results33
  8. Nov 7, 2024Reported quarterly or annual results34

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

155 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 17 major events, 61 insider forms, 16 large holders, 1 private raises, 52 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Aug 14, 2026SCHEDULE 13G/A EDGAR
  3. Aug 5, 202610-Q EDGAR
  4. Aug 5, 20268-K EDGAR
  5. Jul 1, 20264 EDGAR
  6. Jun 30, 2026144 EDGAR
  7. Jun 29, 2026144 EDGAR
  8. Jun 12, 20264 EDGAR
  9. Jun 12, 20264 EDGAR
  10. Jun 12, 20264 EDGAR
  11. Jun 12, 20264 EDGAR
  12. Jun 12, 20264 EDGAR
  13. Jun 12, 20268-K EDGAR
  14. Jun 12, 20264 EDGAR
  15. May 15, 2026SCHEDULE 13G/A EDGAR
  16. May 15, 2026SCHEDULE 13G/A EDGAR
  17. May 8, 20268-K EDGAR
  18. May 8, 202610-Q EDGAR
  19. Apr 27, 2026SCHEDULE 13G EDGAR
  20. Apr 24, 20264 EDGAR

The 155 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

19 open-market trades by officers, directors and large owners since October 2021: 9 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 30, 2026Barton ShanePrincipal Accounting OfficerSale20,216$25.19$509.2KForm 4
Jun 29, 2026Barton ShanePrincipal Accounting OfficerSale42,350$25.21$1.1MForm 4
Apr 1, 2026RUBIN PAUL DChief Medical OfficerSale8,820$17.81$157.1KForm 4
Mar 2, 2026RUBIN PAUL DChief Medical OfficerSale7,433$20.30$150.9KForm 4
Feb 2, 2026RUBIN PAUL DChief Medical OfficerSale7,433$18.75$139.4KForm 4
Jan 13, 2026Fortney KristenChief Executive OfficerSale233,107$18.12$4.2MForm 4
Jan 13, 2026GOLDSTEIN DOV A MDChief Financial OfficerSale27,000$19.70$531.8KForm 4
Jan 2, 2026RUBIN PAUL DChief Medical OfficerSale7,433$12.85$95.5KForm 4
Dec 9, 2025RUBIN PAUL DChief Medical OfficerSale18,000$12.00$216.0KForm 4
Dec 4, 2025RUBIN PAUL DChief Medical OfficerSale68,897$10.19$702.1KForm 4
Oct 3, 2024Pande Vijay SatyanandDirectorBuy25,306$19.90$503.6KForm 4
Oct 2, 2024Pande Vijay SatyanandDirectorBuy67,096$19.73$1.3MForm 4
Oct 1, 2024Pande Vijay SatyanandDirectorBuy126,793$19.73$2.5MForm 4
Sep 27, 2024Hemrajani RekhaDirectorBuy3,000$18.00$54.0KForm 4
Sep 27, 2024Barton ShanePrincipal Accounting OfficerBuy2,632$18.00$47.4KForm 4
Sep 27, 2024Pande Vijay SatyanandDirectorBuy900,000$18.00$16.2MForm 4
Sep 27, 2024ENRIGHT PATRICK GDirectorBuy400,000$18.00$7.2MForm 4
Sep 27, 2024HEALY JAMESDirectorBuy666,665$18.00$12.0MForm 4
Sep 27, 2024Chen BihuaBuy450,000$18.00$8.1MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Kristen FortneyChief Executive Officer and President$600.0K$2.9M43
2025Paul RubinChief Medical Officer72$520.2K$1.5M43
2025Eric MorgenChief Operating Officer43$499.6K$1.4M43
2024Kristen FortneyChief Executive Officer and President$521.0K$12.2M43
2024Eric MorgenChief Operating Officer43$457.7K$2.5M43
2024Paul RubinChief Medical Officer72$488.1K$1.9M43

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$194.4M 2024–2024
Money received by yearMoney received by year, 2024–2024: $194.4M in all. Private raises (Form D) $194.4M.$0$50M$100M$150M$200M2024 · Private raises (Form D): $194.4M2024
Figures by year
YearPrivate raises (Form D)Total
2024$194.4M$194.4M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 1, 2024Raised $194.4 million in a private offering of equity18 Form D: 32 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
a16z Capital Management, L.L.C.3,233,170$79.2M0.6%No change
BlackRock, Inc.2,849,077$69.8M0.0%+581,321
Cormorant Asset Management, LP2,390,605$58.6M3.0%−500,000
Sofinnova Investments, Inc.2,293,788$56.2M3.0%No change
Jupiter Topco LLC2,144,633$52.6M0.0%New
Octagon Capital Advisors LP1,748,000$42.8M3.9%No change
Ra Capital Management, L.P.1,671,648$41.0M0.4%+21,000
Mpm Bioimpact LLC1,667,661$40.9M2.5%New
Vanguard Capital Management LLC1,544,214$37.8M0.0%+189,308
Polar Capital Holdings Plc1,072,344$26.3M0.1%−60,296
Braidwell LP1,033,129$25.3M1.0%−167,458
State Street Corp1,021,464$25.0M0.0%+170,570
Geode Capital Management, LLC1,004,264$24.6M0.0%+254,998
Sands Capital Alternatives, LLC786,353$19.3M3.1%No change
Orbimed Advisors LLC752,153$18.4M0.4%+40,342
D. E. Shaw & Co., Inc.742,761$18.2M0.0%+43,571
Balyasny Asset Management L.P.702,858$17.2M0.0%−624,687
Pivotal bioVenture Partners Investment Advisor LLC653,374$16.0M5.2%No change
Cosmic Management, LLC501,833$12.3M3.2%No change
Stempoint Capital LP464,171$11.4M2.0%−213,137
Vanguard Portfolio Management LLC410,165$10.1M0.0%+123,219
Dimensional Fund Advisors LP394,138$9.7M0.0%+179,592
Jacobs Levy Equity Management, Inc377,085$9.2M0.0%−43,038
Walleye Capital LLC354,395$8.7M0.0%+202,721
Nuveen, LLC349,142$8.6M0.0%+300,454

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BioAge Labs, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBioAge Labs, Inc.1
  • CIK0001709941
  • Employer ID (EIN)47-47211574
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address5885 Hollis Street, Suite 370, Emeryville, CA 946081
  • Phone510-806-14451
  • Shares outstanding45,896,909 as of Jul 31, 20268
  • Public float$112.7M as of Jun 30, 20254
  • AuditorKPMG LLP, San Francisco, California PCAOB ID 185; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceFeb 13, 20241
  • Filings155 in all: 4 (47), 8-K (17), 3 (12), 144 (10), SCHEDULE 13G/A (8), 10-Q (6), CORRESP (6), UPLOAD (5)1
    All 33 form types

    S-8 (3), SC 13G (3), SCHEDULE 13G (3), 10-K (2), 4/A (2), 424B5 (2), ARS (2), DEF 14A (2), DEFA14A (2), DRS/A (2), DRSLTR (2), S-1/A (2), S-3 (2), S-3/A (2), SC 13D (2), SEC STAFF LETTER (2), 424B4 (1), 8-A12B (1), CERT (1), D (1), DRS (1), EFFECT (1), S-1 (1), S-1MEF (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 21, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.00001 per shareBIOANasdaq

From the cover page of the 10-K filed Mar 24, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks BioAge Labs, Inc. names in Item 1A of its 10-K filed Mar 24, 2026: 66 risks under these headings, as written.4

  • Risks Related to Our Financial Position, Limited Operating History and Need for Additional Capital
  • We are a clinical-stage biopharmaceutical company with a limited operating history, have not completed any clinical trials beyond Phase 1b and have no products approved for commercial sale, which may make it difficult for investors to evaluate our business, likelihood of success and viability.
  • We have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future. We are not currently profitable, and may never achieve or sustain profitability. If we are unable to achieve or sustain profitability, the market value of our common stock will likely decline.
  • We will require substantial additional capital to finance our operations and achieve our goals. If we are unable to raise capital when needed or on terms acceptable to us, we may be forced to delay, reduce or eliminate our research or development programs, any future commercialization efforts or other operations.
  • Risk Related to Research, Discovery, Development, Regulatory Approval and Commercialization of our
  • Product Candidates
  • We are substantially dependent on our ability to identify and develop future product candidates. If we are unable to advance the development of, receive regulatory approval for and ultimately successfully commercialize BGE-102 or any future product candidates we may develop, or experience significant delays in doing so, our business will be materially harmed.
  • Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain potential product candidates over other potential product candidates. These decisions may prove to have been wrong and may adversely affect our ability to develop our own programs or our attractiveness as a commercial partner, and may ultimately have an impact on our commercial success.
  • Drug development is a lengthy and expensive process, the outcome of clinical testing is inherently uncertain, and results of earlier studies and trials may not be predictive of future trial results. We may incur additional costs or experience additional delays in completing, or ultimately be unable to complete, the development and commercialization of BGE-102, our APJ programs or any future product candidates for many reasons, including a failure to replicate positive results from earlier preclinical studies or clinical trials in future preclinical studies or clinical trials.
  • We may develop future product candidates in combination with other therapies, which would expose us to additional risks.
  • Preliminary, topline or interim data from our clinical trials that we announce or publish from time to time may change as more patient data become available and/or are subject to audit and verification procedures that could result in material changes in the final data.
  • We may not be successful in applying our longitudinal human aging platform to identify additional targets with therapeutic and commercial potential or in the discovery and development of commercially viable product candidates for us or our collaborators.
The other 55 risks
  • Our future growth may be dependent, in part, on our ability to operate in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.
  • We may experience difficulty enrolling or keeping patients in our clinical trials, which could delay or prevent us from proceeding with, or otherwise adversely affect, clinical trials of our product candidates.
  • Our current or future product candidates may not achieve adequate market acceptance among physicians, patients or their families, healthcare payors and others in the medical community necessary for commercial success.
  • We have never commercialized a product candidate as a company before and currently lack the comprehensive, fully staffed expertise, personnel and resources to successfully commercialize any products on our own or together with suitable collaborators. If, in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market any product we may develop, we may not be successful in commercializing those products if they are approved.
  • Risks Related to Our Business and Operations
  • Our future performance is dependent on our ability to retain key employees and to attract, retain and motivate qualified personnel and manage our human capital.
  • Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.
  • We expect to expand our development, clinical and regulatory capabilities and operations as we grow, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
  • We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do, if at all.
  • The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be smaller than we believe, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.
  • Negative results or publicity for one drug for ASCVD risk reduction, DME, or obesity could have a substantial impact on all drugs and product candidates for ASCVD risk reduction, DME, or obesity, including any potential product candidates we may have in the future.
  • Our business entails a significant risk of product liability, and our ability to obtain sufficient insurance coverage could have a material and adverse effect on our business, financial condition, results of operations and prospects. If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit, delay or cease commercialization of our products.
  • Our employees, independent contractors, consultants and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading, and we may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
  • We may engage in strategic transactions that could increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, subject us to other risks, adversely affect our liquidity, increase our expenses and present significant distractions to our management.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flows, financial condition or results of operations.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • We previously identified material weaknesses in our internal control over financial reporting. Although we have remediated these material weaknesses, we may identify additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal controls, which could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.
  • We and the third parties with whom we work are, or may in the future be, subject to stringent and changing data privacy and security obligations.
  • We are dependent on the efficient and uninterrupted operation of our information technology systems, and those systems, or those of our third-party service providers, may be impacted by security incidents, cyberattacks, loss of data and other disruptions, which could adversely impact our business.
  • We are an “emerging growth company” and a “smaller reporting company” and the reduced reporting requirements applicable to emerging growth companies or smaller reporting companies could make our common stock less attractive to investors.
  • Risks Related to Our Reliance on Third Parties
  • We may, in the future, seek to enter into collaborations or other agreements with third parties for the discovery, development and commercialization of product candidates, if approved, and we may not be successful in doing so. If those collaborations are not successful, we may not be able to capitalize on the market potential of BGE-102 and any future product candidates.
  • We rely, and intend to continue to rely, on third parties to conduct our clinical trials and perform some of our research and preclinical studies. If these third parties do not satisfactorily carry out their contractual duties, fail to comply with applicable regulatory requirements or do not meet expected deadlines, our development programs may be delayed or subject to increased costs or we may be unable to obtain regulatory approval, each of which may have an adverse effect on our business, financial condition, results of operations and prospects.
  • The manufacture of pharmaceutical products, including BGE-102 and any future product candidates is complex. Our third-party manufacturers may encounter difficulties in production, which could delay or entirely halt their ability in the future to supply our product candidates for clinical trials or, if approved, for commercial sale.
  • If we, or any contract manufacturers or suppliers we engage, fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.
  • Risks Related to Intellectual Property
  • If we do not obtain patent term extension for any product candidates we may develop, our business may be harmed.
  • Patent terms may be insufficient to protect our competitive position on BGE-102 and any future product candidates for an adequate amount of time.
  • Obtaining and maintaining our patent protection is dependent on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes in U.S. patent and ex-U.S. patent laws could diminish the value of patents in general, thereby impairing our ability to protect our current or future product candidates.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • Intellectual property rights do not necessarily address all potential threats to our business.
  • Our rights to develop and commercialize any future products as well as our lead product candidate, BGE-102, are or may be subject to the terms and conditions of license agreements.
  • If we breach our license agreements it could have a material adverse effect on our commercialization efforts for BGE-102 or any future product candidates.
  • Third-party claims of intellectual property infringement may prevent or delay our product discovery and development efforts.
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Third-party claims of intellectual property infringement, misappropriation or other violations against us or our collaborators could be expensive and time consuming and may prevent or delay the development and commercialization of our product candidates.
  • We may be subject to claims challenging the inventorship of our patents and other intellectual property.
  • Third party claims or litigation alleging infringement of patents or other proprietary rights, or seeking to invalidate our patents or other proprietary rights, may delay or prevent the development and commercialization of our current or future product candidates or technologies.
  • If we are unable to obtain and maintain patent protection or other necessary rights of our current or future product candidates and technology, or if the scope of the patent protection obtained is not sufficiently broad or our rights under our patents (owned, co-owned or licensed) is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected.
  • Risks Related to Government Regulation
  • Existing, recently enacted and future legislation may increase the difficulty and cost for us to obtain regulatory approval of and commercialize our product candidates and decrease the prices we may obtain.
  • The insurance coverage and reimbursement status of newly approved products are uncertain. Failure to obtain or maintain coverage and adequate reimbursement for any future products could limit our ability to market those products and decrease our ability to generate revenue.
  • Our operations and relationships with healthcare providers, healthcare organizations, customers and third- party payors will be subject to applicable anti-bribery, anti-kickback, fraud and abuse, transparency and other healthcare laws and regulations, which could expose us to, among other things, enforcement actions, criminal sanctions, civil penalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.
  • Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.
  • Adverse side effects or other safety risks associated with BGE-102 or any future product candidates we may develop could delay or preclude approval, cause us to suspend or discontinue clinical trials or abandon further development, change the design of our clinical trials, limit the commercial profile of an approved product, or result in significant negative consequences following regulatory approval, if any.
  • We may conduct future clinical trials at sites outside the United States. The FDA may not accept data from trials conducted in such locations, and the conduct of trials outside the United States could subject us to additional delays and expense.
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We can face criminal liability and other serious consequences for violations, which can harm our business.
  • Risks Related to Our Common Stock
  • Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay an acquisition of us, which may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
  • The exclusive forum provisions in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or employees, or the underwriters of any offering giving rise to such claim, which may discourage lawsuits with respect to such claims.
  • The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.
  • We do not currently intend to pay dividends on our common stock and, consequently, our stockholders’ ability to achieve a return on their investment will be dependent on appreciation of the value of our common stock.
  • If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.
  • A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
  • General Risk Factors
  • Unstable market and economic conditions and adverse developments affecting the financial services industry, such as actual events or concerns involving inflation, liquidity, defaults or nonperformance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations, and its financial condition and results of operations.
  • We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
  • We are subject to securities litigation, which is expensive and could divert management attention.

Legal proceedings

On January 7, 2025, a putative securities class action complaint was filed against us and certain of our 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 of 1933, based on allegations that defendants misrepresented and/or omitted certain information in our 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. Plaintiff must file any notice of appeal within 30 days after entry of judgment.

From time to time, we may be subject to other legal proceedings arising in the ordinary course of business. In the opinion of management, we do not believe that the matter described above, or any other pending legal proceedings, is material to our business, financial condition or results of operations. Regardless of the outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm.

See Note 8, Commitments and Contingencies, to the consolidated financial statements for more information.

The opening of Item 3, Legal Proceedings.4

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