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OR BIOAGE LABS, INC. Delaware( State or other jurisdiction ofincorporation or organization)5885 Hollis St,Suite 370Emeryville,CA(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 August 1, 2025, the registrant had35,850,037shares of common stock, $0.00001 par value per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity(Deficit)3Condensed Consolidated Statements of Cash Flows4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures About Market Risk33Item 4.Controls and Procedures33 PART II.OTHER INFORMATION Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds81Item 3.Defaults Upon Senior Securities81Item 4.Mine Safety Disclosures81Item 5.Other Information81Item 6.Exhibits82Signatures83 This Quarterly Report on Form 10-Q (this Quarterly Report) contains forward-looking statements. All statements other thanstatements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identifyforward-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 termsor other similar expressions, although not all forward-looking statements contain these words. All statements other than statements ofhistorical fact contained in this Quarterly Report, including without limitation statements regarding our plans to develop andcommercialize our product candidates, the timing and results of our ongoing or planned preclinical studies and clinical trials, risksassociated with clinical trials, including our ability to adequately manage clinical activities, unexpected concerns that may arise fromadditional data or analysis obtained during clinical trials, the timing of and our ability to obtain and maintain regulatory approvals,the clinical utility of our product candidates, our commercialization, marketing and manufacturing capabilities and strategy, ourexpectations about the willingness of healthcare professionals to use our product candidates, the sufficiency of our cash, cashequivalents, and marketable securities, general economic, industry and market conditions, including fluctuating interest rates andinflation, cybersecurity incidents, significant political, trade or regulatory developments, including tariffs or shifting priorities withinthe U.S. Food and Drug Administration, and global regional conflicts on our operations and the receipt and timing of potentialregulatory designations, approvals and commercialization of product candidates, and the plans and objectives of management forfuture operations and capital expenditures are forward-looking statements. The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectationsand projections about future events and financial trends that we believe may affect our business, financi