BioAge Labs Inc 2024年度报告

Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the Registrant was a privately-held company and there was no establishedpublic market for the Registrant’s common stock. The Registrant’s common stock began trading on The Nasdaq Global Market on September 26, 2024. The aggregate market value ofcommon stock held by non-affiliates of the Registrant computed by reference to the closing priceof the Registrant’s common stock on September 26, 2024 was approximately $473.5million. Shares of common stock held by each executive officer, director and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. Thiscalculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. The number of shares of Registrant’s Common Stock outstanding as of March 17, 2025was35,850,037. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2025 Annual Meeting of Stockholders will be filed with the Commission within 120 days afterthe end of the Registrant’s 2024 fiscal year and are incorporated by reference into Part III of this Report. Auditor Firm ID:185 Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities93Item 6.[Reserved]93Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations94Item 7A.Quantitative and Qualitative Disclosures About Market Risk108Item 8.Financial Statements and Supplementary Data108Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure108Item 9A.Controls and Procedures109Item 9B.Other Information109Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections110 PART III Item 10.Directors, Executive Officers and Corporate Governance111Item 11.Executive Compensation111Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111Item 13.Certain Relationships and Related Transactions, and Director Independence111Item 14.Principal Accounting Fees and Services111 PART IVItem 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K SummarySignatures 112114115 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this Annual Report) contains forward-looking statements. In some cases, you can identifyforward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “forecast,”