BioAge Labs美股招股说明书(2026-01-22版)

5,897,435 Shares Common Stock We are offering 5,897,435 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol “BIOA.” The last reported sale price of our common stock onThe Nasdaq Global Select Market on January 20, 2026 was $21.32 per share. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under federal securities laws and, as such,we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page S-7 of thisprospectus supplement as well as the risk factors described under the section titled “Risk Factors” contained in our quarterly report on Form10-Q for the quarter ended September30, 2025 before investing in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed on the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$19.50$114,999,983Underwriting discounts and commissions(1)$1.17$6,899,999Proceeds, before expenses, to BioAge Labs, Inc.$18.33$108,099,984 (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 884,615 of additional shares of our common stock, at thepublic offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on or about January23, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCEUSE OF PROCEEDSPLAN OF DISTRIBUTION DESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf”registration process and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, whichdescribes the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by reference, givesmore general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to bothparts combined. This prospectus supplement may add to, update or change information in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by referencethat was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. This prospectus supplement,the accompanying prospectus and the documents incorporated into each by reference include important information about us, the common stock beingoffered hereby and other information you should know before investing in our common stock. You should also read and consider information in thedocuments we have referred you to in the section of this prospectus supplement and the accompanying prospectus entitled “Incorporation of Informationby Reference” and “Where You Can Find More Information” as well as any free writing prospectus provided in connection with this offering. You should rely only on this prospectus supplement, the accompanying prospectus, and any free writing prospectus provided in connection withthis offering and the information incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanyingprospectus. We have not authorized, and the underwriters have not authorized, anyone to provide you with information that is in addition to or differentfrom that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and any free writing prospectus providedin connection with this offering. If anyone provides you with different or inconsistent information, you should not rely on it, and neither we nor theunderwriters take any responsibilit