0000950170-24-123445 | 10-Q | XBRL Viewer

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Note 7. Stock-Based Compensation

Stock Option Plans

Under the terms of its stock option plans, the Company’s board of directors may grant stock options to employees, directors and consultants. The Company issued stock options under the 2015 Equity Incentive Plan, as amended (the “2015 plan”) until September 2024, when the 2024 Equity Incentive Plan (“2024 Plan”) was adopted. There are no remaining shares available to be granted under the 2015 Plan. There were 4,738,311 stock options outstanding under the 2015 Plan as of September 30, 2024.

The 2024 Plan authorizes the award of incentive stock options ("ISOs"), which are intended to qualify for tax treatment under Section 422 of the U.S. Internal Revenue Code of 1986, as amended, and nonqualified stock options, Restricted Stock Awards, Stock Appreciation Rights, Restricted Stock Units, (each as defined in the 2024 Plan), performance awards and stock bonus awards. The 2024 Plan initially reserved 3,650,000 shares of the Company's common stock, which includes any reserved shares not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2024 Plan, for issuance pursuant to awards granted under our 2024 Plan. The number of shares reserved for issuance under the 2024 Plan will increase automatically on January 1 of each of the first ten calendar years during the term of the 2024 Plan by the number of shares equal to the lesser of 5% of the aggregate number of all classes of the Company's common stock and the total number of shares of the Company's common stock subject to any pre-funded warrants, in each case, as issued and outstanding as of the immediately preceding December 31, or a number as may be determined by the Company's

board of directors. Pursuant to the 2024 Plan, ISOs may be granted only to employees of the Company. The Company may grant all other types of awards to its employees, directors and consultants.

As of September 30, 2024, 3,139,534 shares were available for future grants under the 2024 Plan. The Plan permits the granting of incentive stock options, non-statutory stock options, stock awards, and stock purchase rights. The terms of the agreements are determined by the board of directors. The Company’s stock options have a maximum term of 10 years and vest based on the terms in the agreements, generally over 4 years.

Employee Stock Purchase Plan

In September 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the "2024 ESPP"). The 2024 ESPP enables eligible employees to purchase shares of the Company's common stock with accumulated payroll deductions. The Company has initially reserved 330,000 shares of its common stock for sale under the 2024 ESPP. The aggregate number of shares issued over the term of the 2024 ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 3,300,000 shares of the Company's common stock. As of September 30, 2024, there were a total of 330,000 shares available for future purchase under the 2024 ESPP.

The following table summarizes the stock option activity for the nine months ended September 30, 2024:


	Shares Available to Grant			Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance-December 31, 2023		614,041			2,364,083		$	8.38		7.4	$	2,864
Change in authorized shares		5,490,175			—			—
Granted		(3,016,584	)		3,016,584			10.23
Exercised		—			(79,987	)		7.62
Forfeited/expired		51,902			(51,902	)		7.31
Balance-September 30, 2024		3,139,534			5,248,778		$	9.47		8.4	$	59,491
Vested and Exercisable-September 30, 2024					1,951,828		$	8.08		6.7	$	24,833

The fair value of the stock options that were exercised during the nine months ended September 30, 2024 and 2023 were $1.0 million and less than $0.1 million, respectively.

The grant date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 was $10.23 and $10.85, respectively, and were estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:


	Nine months ended September 30,
	2024			2023
Weighted-average risk-free interest rate		4.4	%		3.8	%
Expected term of stock options (in years)	6.0 years			6.0 years
Weighted-average expected stock price volatility		109.9	%		91.8	%
Estimated dividend yield		—			—

Stock-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations and comprehensive loss is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	555	$	270	$	1,331	$	819
General and administrative		1,293		487		2,927		1,430
Total stock-based compensation expense	$	1,848	$	757	$	4,258	$	2,249

As of September 30, 2024, there was $27.2 million of unrecognized compensation cost that is expected to be recognized over a weighted average period of 3.3 years.

Capital Structure (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Common Stock Shares Reserved for Future Issuance

Common stock reserved for future issuance, on an as-if-converted basis, as of September 30, 2024 and December 31, 2023, consisted of the following:


	September 30, 2024		December 31, 2023
Redeemable convertible preferred stock, issued and outstanding		—		7,050,825
Stock options, issued and outstanding		5,248,778		2,364,083
Stock options, authorized for future issuance		3,139,534		614,041
Warrants, issued and outstanding		31,690		31,690
Total common stock reserved for future issuance		8,420,002		10,060,639

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
OPERATING ACTIVITIES
Net loss	$ (49,980)	$ (42,896)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	4,258	2,249
Depreciation expense	120	121
Loss on extinguishment of debt	250
Non-cash interest expense	987	4,573
Non-cash lease expense	3	2
Loss from changes in fair value on derivative liability and warrants	384	4,910
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,644)	(145)
Accounts payable	132	(1,705)
Accrued expenses and other current liabilities	2,419	719
Deferred grant income	(3,313)	3,313
Net cash used in operating activities	(46,384)	(28,859)
INVESTING ACTIVITIES
Purchase of property and equipment	(340)	(166)
Purchases of investments		(100)
Net cash used in investing activities	(340)	(266)
FINANCING ACTIVITIES
Proceeds from issuance of convertible notes		23,500
Proceeds from term loan		12,500
Proceeds from Series D issuance	170,000
Issuance costs paid on Series D issuance	(542)
Proceeds from initial public offering, net of underwriting discounts and commissions	184,140
Issuance costs paid on initial public offering and private placement	(3,268)
Proceeds from issuance of common shares through private placement, net of placement agent fees	9,858
Term loan principal payments	(4,500)
Proceeds from issuance of common shares upon stock option exercises	609
Net cash provided by financing activities	356,297	35,950
Effect of changes in exchange rate on cash, cash equivalents, and restricted cash	(56)	65
Net increase in cash, cash equivalents and restricted cash	309,517	6,890
Cash, cash equivalents and restricted cash at beginning of period	24,957	27,644
Cash, cash equivalents and restricted cash at end of period	334,474	34,534
Supplemental non-cash disclosure:
Unpaid equity issuance costs included in accounts payable and accrued expenses	1,249
Conversion of convertible promissory notes into Series D-1 redeemable convertible preferred stock	40,651
Conversion of redeemable convertible preferred stock into common stock upon initial public offering	342,831
Cash paid for interest	1,145	687
Right-of-use assets obtained in exchange for lease obligation	282	407
Convertible Notes
FINANCING ACTIVITIES
Issuance costs paid		(46)
Term Loan
FINANCING ACTIVITIES
Issuance costs paid		$ (4)

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of BioAge Labs, Inc. and its wholly owned subsidiary, BioAge Labs PTY LTD. BioAge Labs PTY LTD was incorporated in Australia in December 2020. All intercompany accounts and transactions have been eliminated in consolidation.
Reverse Stock Split	Reverse Stock Split On September 17, 2024, the Company amended its amended and restated certificate of incorporation in order to effect a 1-for-4.4626 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 4.4626 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Areas that require management’s estimates include the fair values of common and redeemable convertible preferred stock (prior to the IPO), warrant liability, embedded derivative liability, stock-based compensation expense assumptions, valuation of deferred tax assets, and accruals for research and development expenses.
Foreign Currency	Foreign Currency Results of foreign operations are translated from their functional currency into U.S. dollars (reporting currency) using average exchange rates in effect during the year while assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the U.S. dollar are included in operations in the period in which the transaction occurs.
Segments	Segments The Company operates and manages its business as one reportable and operating segment, which is the business of extending healthy human life by targeting molecular causes of aging. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents as of September 30, 2024 and December 31, 2023 consisted of bank deposits and money market mutual funds invested in short-term U.S. government obligations. As of December 31, 2023 the Company had $3.3 million in restricted cash related to the Wellcome Leap Commercial Research Funding Agreement (Note 9). As of September 30, 2024, the Company did not have any restricted cash.
Concentrations of Credit Risk	Concentrations of Credit Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk to the extent they exceed the federal depository insurance limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts, the failure of Silicon Valley Bank (“SVB”) in 2023, at which the Company held cash and cash equivalents in multiple accounts, potentially exposed the Company to significant credit risk. The Federal Deposit Insurance Corporation (“FDIC”) issued a statement on March 13, 2023 that they intended to take action to fully protect SVB depositors, which they did on March 27, 2023, by making SVB a division of First Citizens Bank. As of the date of the issuance of these condensed consolidated financial statements, the Company has full access to and control over all of its cash and cash equivalents. The Company has no financial instruments with off-balance sheet risk of loss.
Risks and Uncertainties	Risks and Uncertainties The Company faces risks and uncertainties associated with companies in the biotechnology industry, including but not limited to the uncertainty of success of its preclinical studies and clinical trials, regulatory approval of product candidates, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need for additional financing, compliance with government regulations, dependence on third parties, recruiting and retaining skilled personnel, and dependence on key members of management. The Company’s product candidates require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company.
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net is carried at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets using the straight-line method. Useful lives of property and equipment range from three to five years. Operating lease leasehold improvements are amortized over the lesser of the useful lives of the leasehold improvements or the lease term. Upon retirement or sale, the costs of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Maintenance and repairs are expensed as incurred. Asset improvements are capitalized.
Impairment of Long-lived Assets	Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment is measured by the excess of the carrying amount of the assets over fair value less the costs to sell the assets, generally determined using the projected discounted future net cash flows arising from the asset. The Company did not recognize any impairment of long-lived assets during the nine months ended September 30, 2024 or the year ended December 31, 2023.
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock net of issuance costs on the date of issuance, which represents the carrying value. Redeemable convertible preferred stock is classified outside of stockholders’ deficit as temporary equity on the accompanying condensed consolidated balance sheets as events triggering the liquidation preferences, including a deemed liquidation event, are not solely within the Company’s control. As of December 31, 2023, the Company had not remeasured redeemable convertible preferred stock. Upon the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock automatically converted into 20,854,632 shares of common stock. As of September 30, 2024, the Company had no redeemable convertible preferred stock outstanding.
Convertible Promissory Notes and Embedded Derivative Liability	Convertible Promissory Notes and Embedded Derivative Liability Convertible promissory notes are recorded at the issued value. Debt discount and issuance costs, consisting of legal and other fees directly related to the debt, are offset against gross proceeds from the issuance of the convertible promissory notes and are amortized to interest expense over the life of the debt based on the effective interest method. Amortization expense is presented in interest expense in the condensed consolidated statement of operations and comprehensive loss. The Company reviews the terms of its convertible promissory notes to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible promissory notes contain more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. When convertible debt contains embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. As of December 31, 2023, the Company had bifurcated embedded derivatives related to its convertible promissory notes that are accounted for separately as derivative liabilities. Derivative liabilities are initially recorded at fair value and subsequently revalued at each reporting date with changes in fair value recognized separately on the condensed consolidated statement of operations and comprehensive loss. Derivative liabilities are presented separately in the condensed consolidated balance sheet. The Convertible Promissory Notes and related embedded derivative liability converted into Series D-1 Redeemable Convertible Preferred Stock on February 1, 2024.
Term Loan	Term Loan Term loans are measured at net proceeds less debt discounts and issuance costs, which are accreted to the face value of the term loan over its expected term using the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC Topic 815, Derivatives and Hedging (Note 5).
Warrant Liability	Warrant Liability Freestanding warrants for the Company’s common stock are classified as liabilities and recorded at fair value, with any change in fair value recognized as a component of other income (loss). Such warrant liabilities are subject to re-measurement at each balance sheet date until the earlier of the exercise of the warrants, expiration, or the completion of a change in control event. Upon exercise, the warrant liability would be reclassified to additional paid-in capital, at its then fair value.
Research and Development Expenses	Research and Development Expenses Research and development costs are expensed as incurred and include all direct and indirect costs associated with the development of the Company’s product candidates and other research programs. These expenses consist primarily of personnel costs, stock-based compensation charges, consulting fees, and payments to third parties for research, development, and manufacturing services as well as other allocated facility-related costs and overhead expenses. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing, which are significant components of research and development expenses. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers, clinical research organizations (“CROs”), and clinical manufacturing organizations (“CMOs”). The Company’s contracts with CROs generally include pass-through fees such as laboratory supplies and services, regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. In the event the Company makes advance payments, the payments are recorded as a prepaid expense and recognized as the services are performed. As actual costs become known, including subsequent to the reporting date, the Company adjusts its accruals. Although the Company does not expect its estimates to be materially different from amounts actually incurred, such estimates for the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrual is dependent, in part, upon the receipt of timely and accurate reporting from CROs and other third-party vendors. Variations in the assumptions used to estimate accruals including, but not limited to, the number of patients enrolled, the rate of patient enrollment and the actual services performed, may vary from the Company’s estimates, resulting in adjustments to clinical trial expenses in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect its financial condition and results of operations. Acquired In-Process Research and Development Expenses Acquired in-process research and development expense consists of payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations. Costs incurred in obtaining technology licenses including upfront and milestone payments incurred under licensing agreements are recorded as expense in the period in which they are incurred, provided that the licensed technology, method or process has no alternative future uses other than for the specific research and development activities. Such payments are classified as cash flows from operating activities in the Company’s condensed consolidated statements of cash flows. Milestone payments within the Company’s licensing arrangements are recognized when achievement of the milestone payment is legally due and payable. To the extent products are commercialized and future economic benefit has been established, commercial milestones that become probable are capitalized and amortized over the estimated remaining useful life of the intellectual property. In addition, the Company accrues royalty expense and sublicense nonroyalty payments, as applicable, for the amount it is obligated to pay, with adjustments as sales are made.
Stock-Based Compensation	Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors. Compensation cost for the Company’s stock-based payments to employees, non-employees and directors, are based on estimated fair value of the awards on the date of grant. The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the vesting date fair value over the associated service period of the award, which is generally the vesting term.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured at the balance sheet date using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination. If it is not more-likely-than-not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No interest or penalties were charged to the Company related to uncertain tax positions for the nine months ended September 30, 2024 or year ended December 31, 2023.
Leases	Leases The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in right-of-use assets, current portion of operating lease liability, and operating lease liability, net of current portion in the accompanying condensed consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components, such as common area maintenance charges, and instead it accounts for these as a single lease component. Leases with an initial term of 12 months or less are not recorded on the balance sheet, unless they include an option to purchase the underlying asset or to extend the lease that the Company is reasonably certain to exercise.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s other comprehensive loss consists of foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of operations and comprehensive loss.
Net Loss Per Share Attributable to Common Stockholders	Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share attributable to common stockholders’ calculation, redeemable convertible preferred stock, stock options, and warrants are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Participating securities consist of common stock and redeemable convertible preferred stock. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Fair Value of Financial Instruments	Fair Value of Financial Instruments GAAP establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is established as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, an established three-tier fair value hierarchy distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts of the Company’s other current assets, accounts payable, accrued expenses and other current liabilities reported in the condensed consolidated financial statements approximate their fair values due to their short-term nature.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve its income tax disclosure requirements. Under the ASU, entities must annually (i) disclose specific categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, and (iii) disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this update to have a material impact on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures.

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Research and development expenses	$ 6,006	$ 2,516
Payroll and related costs	2,967	4,033
Other	1,736	1,389
Total accrued expenses and other current liabilities	$ 10,709	$ 7,938

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 10. Income Taxes

The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2024 as the Company incurred losses for the nine months ended September 30, 2024 and expects to continue to incur losses through the remainder of fiscal year ending December 31, 2024, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2024. Therefore, no federal, state or foreign income taxes are expected and none have been recorded at this time.

Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not.

On September 30, 2024, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Available to Grant, Beginning Balance	614,041
Shares Available to Grant, Change in authorized shares	5,490,175
Shares Available to Grant, Granted	(3,016,584)
Shares Available to Grant, Forfeited/expired	51,902
Shares Available to Grant, Ending Balance	3,139,534	614,041
Number of Options, Beginning Balance	2,364,083
Number of Options, Granted	3,016,584
Number of Options, Exercised	(79,987)
Number of Options, Forfeited/expired	(51,902)
Number of Options, Ending Balance	5,248,778	2,364,083
Number of Options, Vested and Exercisable	1,951,828
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 8.38
Weighted Average Exercise Price, Granted \| $ / shares	10.23
Weighted Average Exercise Price, Exercised \| $ / shares	7.62
Weighted Average Exercise Price, Forfeited/expired \| $ / shares	7.31
Weighted Average Exercise Price, Ending Balance \| $ / shares	9.47	$ 8.38
Weighted Average Exercise Price, Vested and Exercisable \| $ / shares	$ 8.08
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Weighted Average Remaining Contractual Life (Years)	8 years 4 months 24 days	7 years 4 months 24 days
Weighted Average Remaining Contractual Life (Years), Vested and Exercisable	6 years 8 months 12 days
Aggregate Intrinsic Value, Beginning Balance \| $	$ 2,864
Aggregate Intrinsic Value, Ending Balance \| $	59,491	$ 2,864
Aggregate Intrinsic Value, Vested and Exercisable \| $	$ 24,833

Capital Structure

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Capital Structure

Note 6. Capital Structure

Upon the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock automatically converted into 20,854,632 shares of common stock.

There are 500,000,000 and 52,400,000 shares of common stock authorized as of September 30, 2024 and December 31, 2023, respectively. In connection with the IPO, the Company's board of directors authorized 10,000,000 shares of preferred stock. As of September 30, 2024, there were no preferred shares issued and outstanding. The Company had 34,196,821 and 1,673,314 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023. Common stock reserved for future issuance, on an as-if-converted basis, as of September 30, 2024 and December 31, 2023, consisted of the following:


	September 30, 2024		December 31, 2023
Redeemable convertible preferred stock, issued and outstanding		—		7,050,825
Stock options, issued and outstanding		5,248,778		2,364,083
Stock options, authorized for future issuance		3,139,534		614,041
Warrants, issued and outstanding		31,690		31,690
Total common stock reserved for future issuance		8,420,002		10,060,639

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurements - Summary of Financial Assets And Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Cash equivalents	$ 334,181	$ 21,061
Liabilities:
Total liabilities		18,412
Level 1
Assets:
Cash equivalents	334,181	21,061
Level 3
Liabilities:
Total liabilities		18,412
Convertible promissory notes embedded derivative liability
Liabilities:
Total liabilities		18,183
Convertible promissory notes embedded derivative liability \| Level 3
Liabilities:
Total liabilities		18,183
Warrant liability
Liabilities:
Total liabilities	613	229
Warrant liability \| Level 3
Liabilities:
Total liabilities	$ 613	$ 229

Net Loss Per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands except for share and per share data):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(23,407	)	$	(14,625	)	$	(49,980	)	$	(42,896	)
Denominator:
Weighted-average shares of common stock outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		3,494,580			1,672,726			2,297,397			1,672,701
Net loss per share attributable to common stockholders, basic and diluted:	$	(6.70	)	$	(8.74	)	$	(21.76	)	$	(25.64	)

Computation of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Shares

The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be antidilutive. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	September 30, 2024		September 30, 2023
Series A-1 redeemable convertible preferred stock on an as if converted basis		—		1,065,172
Series A-2 redeemable convertible preferred stock on an as if converted basis		—		660,615
Series A-3 redeemable convertible preferred stock on an as if converted basis		—		45,673
Series A-4 redeemable convertible preferred stock on an as if converted basis		—		6,194
Series B redeemable convertible preferred stock on an as if converted basis		—		1,670,599
Series C redeemable convertible preferred stock on an as if converted basis		—		3,602,572
Stock options, issued and outstanding		5,248,778		2,382,765
Warrants to purchase common stock		31,690		31,690
Total		5,280,468		9,465,280

Basis of Presentation

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

Nature of Business

BioAge Labs, Inc. (the “Company”), is a clinical-stage biotechnology company developing therapeutic product candidates for metabolic diseases, such as obesity. The Company’s lead product candidate, azelaprag, is an orally available small molecule that has been well-tolerated in over 265 individuals in seven Phase 1 clinical trials to date. The Company is also developing orally available, brain-penetrant inhibitors of NLRP3, a key driver of neuroinflammation, which is linked to many diseases including obesity.

The Company was incorporated in 2015 in the State of Delaware and is headquartered in Richmond, California.

On September 25, 2024, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 11,000,000 shares of its common stock, at a public offering price of $18.00 per share and received approximately $179.6 million in net proceeds, after deducting underwriting discounts and commission of approximately $13.9 million and offering expenses of approximately $4.4 million.

On September 25, 2024, in a concurrent private placement with Sofinnova Venture Partners, XI, L.P., an existing stockholder, the Company issued and sold 588,888 shares of its common stock at a price of $18.00 per share and received approximately $9.9 million in net proceeds, after deducting placement agent fees of approximately $0.7 million.

Liquidity and Capital Resources

Since inception, the Company’s operations have consisted primarily of organizing and staffing the Company, business planning, raising capital, establishing its intellectual property portfolio, acquiring or discovering product candidates, research and development activities for its product candidates, establishing arrangements with third parties for the manufacture of its product candidates and component materials, and providing general and administrative support for these operations. The Company has not generated any product revenue to date.

The Company has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $231.7 million and $181.7 million as of September 30, 2024 and December 31, 2023, respectively. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. As of September 30, 2024, the Company had cash and cash equivalents of $334.5 million. On October 1, 2024, the underwriters of the Company's IPO elected to exercise in full their option to purchase 1,650,000 additional shares of the Company's common stock at the IPO price of $18.00 per share. The Company received approximately $27.6 million in net proceeds, after deducting underwriter fees of approximately $2.1 million.

Current cash and cash equivalents are sufficient to fund planned operations for at least one year after the date these condensed consolidated financial statements are issued. Accordingly, these condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.

Until such time, if ever, the Company can generate substantial product revenues, it expects to finance its cash needs through equity offerings, debt financings or other capital sources, which could include collaborations, strategic alliances or licensing arrangements. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interests of its existing stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect the rights of such stockholders. Debt financing, if available, may involve agreements that include restrictive covenants that limit the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact the Company’s ability to conduct its business. If the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, the Company may have to relinquish valuable rights to the Company’s technologies, future revenue streams, research program or product candidates, or grant licenses on terms that may not be favorable to the Company. If the Company is unable to raise additional funds through equity or debt financings when needed, the Company may be required to delay, limit, reduce or terminate its product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself.

Commitments and Contingencies - Additional Information (Details) $ in Millions		1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 04, 2024 USD ($)	Aug. 31, 2019 SquareFeet	Aug. 31, 2017 SquareFeet	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Company's matching contributions to employees				$ 0.1	$ 0.1	$ 0.4	$ 0.4
Size of office and lab space \| SquareFeet			6,436
Initial term of lease	6 years		3 years
Size of additional space \| SquareFeet		18,829
Operating lease, Extended						August 2025
Operating lease, remaining lease term				10 months 24 days		10 months 24 days
Operating leases liability, discount rate				12.50%		12.50%
Operating lease liabilities						$ 0.2	0.2
Future minimum rental payments, 2024				$ 0.1		0.1
Future minimum rental payments, 2025				0.2		0.2
Rent expense				$ 0.1	$ 0.1	$ 0.3	$ 0.3
Lease annual rental payments	$ 0.7
Annual upward adjustment of lease	3.00%
Maximum
Loss Contingencies [Line Items]
Percentage of employer matching contribution						4.00%

Debt - Additional Information (Details) - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Feb. 01, 2024	Feb. 28, 2023	May 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 31, 2023
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ 250,000
Warrants outstanding				31,690		31,690
Fair value adjustment				$ 306,000	$ 2,834,000	$ 384,000	4,909,000
Convertible Promissory Notes
Debt Instrument [Line Items]
Debt instrument, principal amount		$ 23,500,000
Debt instrument, interest rate		4.00%
Debt instrument, maturity date		May 10, 2024
Minimum qualified financing for conversion		$ 20,000,000
Loss on extinguishment of debt	$ (300,000)
Convertible Promissory Notes \| Maximum
Debt Instrument [Line Items]
Adjusted discount rate		1.00%
Convertible Promissory Notes \| Minimum
Debt Instrument [Line Items]
Adjusted discount rate		0.60%
Loan Agreement
Debt Instrument [Line Items]
Final payment fee, percentage			4.40%
Loan Agreement \| Lenders
Debt Instrument [Line Items]
Debt instrument, maturity date						Apr. 01, 2026
Debt instrument payment commencement date						Nov. 01, 2023
Debt instrument, frequency of periodic payment						monthly
Loan borrowing, amount			$ 25,000,000
Term loan annual interest rate			7.50%
Interest expense						$ 1,400,000	$ 900,000
Interest rate, stated percentage				12.00%		12.00%		12.50%
Loan Agreement \| Lenders \| Maximum
Debt Instrument [Line Items]
Unamortized issuance costs and debt discounts				$ 100,000		$ 100,000		$ 100,000
Loan Agreement \| Lenders \| Minimum
Debt Instrument [Line Items]
Prepayment premium outstanding amount , percentage			1.00%
Loan Agreement \| Lenders \| Prime rate
Debt Instrument [Line Items]
Term loan annual interest rate			4.00%
Series D-1 Preferred Stock \| Convertible Promissory Notes
Debt Instrument [Line Items]
Adjusted discount rate	0.60%
Embedded derivative liability converted	11,887,535
Initial Term Loan
Debt Instrument [Line Items]
Withdrawn amount			$ 2,500,000
Initial Term Loan \| Loan Agreement \| Lenders
Debt Instrument [Line Items]
Withdrawn amount			$ 2,500,000
Warrants outstanding			19,420
Warrants, maturity date				May 20, 2032		May 20, 2032
Fair value of issuance			$ 125,602
Effective interest rate				16.40%		16.40%
Additional Term Loan \| Loan Agreement \| Lenders
Debt Instrument [Line Items]
Withdrawn amount									$ 12,500,000
Warrants outstanding			5,548
Warrants, maturity date				May 20, 2032		May 20, 2032
Fair value of issuance			$ 37,050
Effective interest rate				14.80%		14.80%

Stock-Based Compensation - Summary of Estimated Fair Value of Stock Options Granted Weighted Average Assumptions (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Weighted-average risk-free interest rate	4.40%	3.80%
Expected term of stock options (in years)	6 years	6 years
Weighted-average expected stock price volatility	109.90%	91.80%
Estimated dividend yield	0.00%	0.00%

Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Oct. 01, 2024	Sep. 25, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Item]
Proceeds from issuance of common stock in initial public offering			$ 184,140
Proceeds from issuance of common shares through private placement, net of placement agent fees			9,858
Accumulated deficit			(231,682)		$ (181,702)
Cash and cash equivalents			334,474		$ 21,644
Underwriter fees			$ 542
IPO
Organization Consolidation And Presentation Of Financial Statements [Line Item]
Sale of common stock		11,000,000
Public offering price per share		$ 18
Proceeds from issuance of common stock in initial public offering		$ 179,600
Underwriting discounts and commissions		13,900
Offering costs		$ 4,400
Private Placement
Organization Consolidation And Presentation Of Financial Statements [Line Item]
Sale of common stock		588,888
Public offering price per share		$ 18
Proceeds from issuance of common shares through private placement, net of placement agent fees		$ 9,900
Placement agent fees		$ 700
Common stock \| Underwriters \| Subsequent Event
Organization Consolidation And Presentation Of Financial Statements [Line Item]
Number of shares issued	1,650,000
Stock price per share	$ 18
Proceeds from issuance of common stock	$ 27,600
Underwriter fees	$ 2,100

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Note 4. Balance Sheet Components

Property and Equipment

Property and equipment consisted of the following (in thousands):


	September 30,			December 31,
	2024			2023
Lab equipment	$	652		$	366
Computer equipment and software		323			323
Furniture and fixtures		53			53
Construction-in-progress		55			—
Property and equipment, gross	$	1,083		$	742
Accumulated depreciation		(540	)		(419	)
Property and equipment, net	$	543		$	323

Depreciation expense was less than $0.1 million for each of the three months ended September 30, 2024 and 2023 and $0.1 million for each of the nine months ended September 30, 2024 and 2023.

Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Research and development expenses	$	6,006	$	2,516
Payroll and related costs		2,967		4,033
Other		1,736		1,389
Total accrued expenses and other current liabilities	$	10,709	$	7,938

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Increase in warrant liability	$ 306	$ 2,834	$ 384	$ 4,909
Warrants liability	$ 600		$ 600		$ 200
Warrants outstanding	31,690		31,690

Net Loss Per Share Attributable to Common Stockholders - Computation of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Shares (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	5,280,468	9,465,280
Stock Options, Issued and Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	5,248,778	2,382,765
Warrants to Purchase Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	31,690	31,690
Series A-1 Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	1,065,172
Series A-2 Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	660,615
Series A-3 Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	45,673
Series A-4 Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	6,194
Series B Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	1,670,599
Series C Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted shares outstanding	0	3,602,572

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets And Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	September 30, 2024
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	334,181	$	—	$	—	$	334,181
Liabilities:
Warrant liability	$	—	$	—	$	613	$	613


	December 31, 2023
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	21,061	$	—	$	—	$	21,061
Liabilities:
Convertible promissory notes embedded derivative liability	$	—	$	—	$	18,183	$	18,183
Warrant liability		—		—		229		229
Total liabilities	$	—	$	—	$	18,412	$	18,412

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Redeemable convertible preferred stock, par value	$ 0.00001	$ 0.00001
Redeemable convertible preferred stock, shares authorized		31,634,362
Redeemable convertible preferred stock, shares issued	0	31,465,128
Redeemable convertible preferred stock, shares outstanding	0	31,465,128
Redeemable convertible preferred stock, aggregate liquidation preference		$ 131,864
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	500,000,000	52,400,000
Common stock, shares issued	34,196,821	1,673,314
Common stock, shares outstanding	34,196,821	1,673,314
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, share authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 20,019	$ 6,532	$ 39,811	$ 23,804
General and administrative	4,731	3,355	13,021	11,000
Total operating expenses	24,750	9,887	52,832	34,804
Loss from operations	(24,750)	(9,887)	(52,832)	(34,804)
Other income (expense), net:
Interest expense	(388)	(2,403)	(2,048)	(5,235)
Interest and other income	2,037	499	5,534	2,052
Loss from changes in fair value of warrants and derivative liabilities	(306)	(2,834)	(384)	(4,909)
Loss on extinguishment of debt			(250)
Total other income (expense), net	1,343	(4,738)	2,852	(8,092)
Net loss	$ (23,407)	$ (14,625)	$ (49,980)	$ (42,896)
Net loss per share attributable to common stockholders, Basic	$ (6.7)	$ (8.74)	$ (21.76)	$ (25.64)
Net loss per share attributable to common stockholders, Diluted	$ (6.7)	$ (8.74)	$ (21.76)	$ (25.64)
Weighted-average common shares outstanding, basic	3,494,580	1,672,726	2,297,397	1,672,701
Weighted-average common shares outstanding, dilutive	3,494,580	1,672,726	2,297,397	1,672,701
Comprehensive loss:
Net Income (Loss)	$ (23,407)	$ (14,625)	$ (49,980)	$ (42,896)
Foreign currency translation adjustment	58	35	55	67
Total comprehensive loss	$ (23,349)	$ (14,590)	$ (49,925)	$ (42,829)

Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (23,407)	$ (13,581)	$ (12,992)	$ (14,625)	$ (17,187)	$ (11,084)	$ (49,980)	$ (42,896)
Denominator:
Weighted average shares used to compute basic net loss per share	3,494,580			1,672,726			2,297,397	1,672,701
Weighted average of shares used to compute diluted net loss per share	3,494,580			1,672,726			2,297,397	1,672,701
Net loss per share attributable to common stockholders, Basic	$ (6.7)			$ (8.74)			$ (21.76)	$ (25.64)
Net loss per share attributable to common stockholders, Diluted	$ (6.7)			$ (8.74)			$ (21.76)	$ (25.64)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Balance Sheet Components - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,083	$ 742
Accumulated depreciation	(540)	(419)
Property and equipment, net	543	323
Lab Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	652	366
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	323	323
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	53	53
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 55	$ 0

Debt - Summary of Estimated Future Principal Payments Under Term Loan (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024 (excluding the nine months ended September 30, 2024)	$ 1,500
2025	6,000
2026	2,000
Principal amount of Term Loan	$ 9,500

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Entity Interactive Data Current	Yes
Entity Central Index Key	0001709941
Current Fiscal Year End Date	--12-31
Entity Registrant Name	BIOAGE LABS, INC.
Entity File Number	001-42279
Document Transition Report	false
Entity Tax Identification Number	47-4721157
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	1445A South 50th Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94804
City Area Code	510
Local Phone Number	806-1445
Entity Shell Company	false
Trading Symbol	BIOA
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Entity Common Stock, Shares Outstanding		35,848,738
Document Quarterly Report	true

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

On October 1, 2024, the underwriters of the Company's IPO elected to exercise in full their option to purchase 1,650,000 additional shares of the Company's common stock at the IPO price of $18.00 per share. The Company received approximately $27.6 million in net proceeds, after deducting placement agent fees of approximately $2.1 million.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Indemnification

The Company entered into indemnification agreements with directors and certain officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the condensed consolidated financial statements. The Company also maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and officers. To date, the Company has not incurred any costs and have not accrued any liabilities in the condensed consolidated financial statements as a result of these provisions.

Legal Proceedings

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

Employee Benefit Plan

The Company maintains a defined contribution 401(k) plan, under which employee contributions are voluntary and are determined on an individual basis, limited by the maximum amounts allowable under federal tax regulations. The Company provides an automatic matching contribution of employee contributions into the plan up to a maximum of 4% of employee deferral. The Company’s matching contributions to employees were $0.1 million for each of the three months ended September 30, 2024 and 2023 and $0.4 million for each of the nine months ended September 30, 2024 and 2023.

Leases

In August 2017, the Company entered into an agreement to lease approximately 6,436 square feet of office and lab space in Richmond California, which the Company uses for its corporate offices and research facility (the “Richmond Lease”). The Richmond lease had an initial term of three years but was amended in October 2017 and August 2019 to add additional space for a total of 18,829 square feet and to extend the term of the lease through February 2023. In January 2023, the Company entered into an amendment which extended the term of the lease through August 2024. In March 2024, the Company entered into an amendment which extended the term of the lease through August 2025. The Richmond Lease includes escalating rent payments but does not provide for any renewal options. The Company recognizes rent expense on a straight-line basis over the lease term. The Richmond lease does not provide a bargain purchase option nor does it transfer ownership at any point during the lease to the Company and is classified as an operating lease.

As of September 30, 2024, the remaining lease term was 0.9 years and the discount rate used to determine the operating leases liability was 12.5%.

Cash paid for amounts included in the measurement of operating lease liabilities was $0.2 million for the nine months ended September 30, 2024 and 2023, respectively, and was included in net cash used in operating activities in the Company’s condensed consolidated statement of cash flows.

Future Minimum rental payments of $0.1 million and $0.2 million will be made in 2024 and 2025, respectively. Rent expense was $0.1 million for each of the three months ended September 30, 2024 and 2023 and $0.3 million for each of the nine months ended September 30, 2024 and 2023. Variable lease payments related to operating leases for the nine months ended September 30, 2024 and 2023 were not material.

On September 4, 2024, the Company executed a new lease agreement (“Emeryville Lease”) with a projected commencement in January 2025 and an initial term of 6 years. The annual base rent is $0.7 million per year, subject to an annual upward adjustment of 3.0%. The lease commencement date, for accounting purposes, was not reached as of September 30, 2024 and therefore the lease is not included in the Company’s operating lease right-of-use asset or operating lease liabilities as of September 30, 2024.

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Summary of Components of Property and Equipment

Property and equipment consisted of the following (in thousands):


	September 30,			December 31,
	2024			2023
Lab equipment	$	652		$	366
Computer equipment and software		323			323
Furniture and fixtures		53			53
Construction-in-progress		55			—
Property and equipment, gross	$	1,083		$	742
Accumulated depreciation		(540	)		(419	)
Property and equipment, net	$	543		$	323

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Research and development expenses	$	6,006	$	2,516
Payroll and related costs		2,967		4,033
Other		1,736		1,389
Total accrued expenses and other current liabilities	$	10,709	$	7,938

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (23,407)	$ (13,581)	$ (12,992)	$ (14,625)	$ (17,187)	$ (11,084)	$ (49,980)	$ (42,896)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Oct. 01, 2024	Sep. 30, 2024	Sep. 30, 2023
Subsequent Event [Line Items]
Placement agent fees		$ 542
Subsequent Event \| Common stock \| Underwriters
Subsequent Event [Line Items]
Number of shares issued	1,650,000
Stock price per share	$ 18
Proceeds from issuance of common stock	$ 27,600
Placement agent fees	$ 2,100

Wellcome Leap Commercial Research Funding Agreement - Additional Information (Details) - Wellcome Leap Agreement - USD ($) $ in Millions	1 Months Ended		9 Months Ended
	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Grant funds payment received		$ 3.3
Return of unused grant funds received	$ 2.4
Commercial research funding agreement termination date			May 31, 2024

Debt - Summary of Components of Term Loan Balance (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Principal loan balance	$ 9,500
Final fee	487
Unamortized debt discount	(47)
Total Term Loan	9,940
Less current portion of Term loan	(6,000)	$ (6,000)
Term loan	$ 3,940	$ 8,201

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Balance Sheet Components - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense			$ 100,000	$ 100,000
Maximum
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 100,000	$ 100,000

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 334,474,000	$ 21,644,000
Restricted cash		3,313,000
Prepaid expenses and other current assets	1,993,000	349,000
Total current assets	336,467,000	25,306,000
Investments	100,000	100,000
Property and equipment, net	543,000	323,000
Operating right-of-use assets, net	271,000	195,000
Total assets	337,381,000	25,924,000
Current Liabilities:
Accounts payable	2,098,000	1,866,000
Accrued expenses and other current liabilities	10,709,000	7,938,000
Current portion of term loan	6,000,000	6,000,000
Operating lease liabilities, current	273,000	194,000
Convertible Promissory notes		20,674,000
Convertible promissory notes embedded derivative liability		18,183,000
Deferred grant income		3,313,000
Total current liabilities	19,080,000	58,168,000
Term loan	3,940,000	8,201,000
Warrant liability	613,000	229,000
Total liabilities	23,633,000	66,598,000
Redeemable convertible preferred stock, par value of $0.00001, 31,634,362 shares authorized as of December 31, 2023, and 31,465,128 shares issued and outstanding as of December 31, 2023; aggregate liquidation preference of $131,864 as of December 31, 2023; no shares issued and outstanding as of September 30, 2024	0	132,722,000
Commitments and Contingencies (Note 8)
Stockholders' Equity (Deficit)
Common stock, $0.00001 par value; 500,000,000 and 52,400,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 34,196,821 and 1,673,314 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
Preferred stock, $0.00001 par value; 10,000,000 shares authorized as of September 30, 2024; no shares and outstanding as of September 30, 2024; no shares authorized, issued, or outstanding as of December 31, 2023
Additional paid-in-capital	545,321,000	8,142,000
Accumulated other comprehensive income	109,000	164,000
Accumulated deficit	(231,682,000)	(181,702,000)
Total stockholders' equity (deficit)	313,748,000	(173,396,000)
Total liabilities and stockholders' equity (deficit)	$ 337,381,000	$ 25,924,000

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,848	$ 757	$ 4,258	$ 2,249
Research and Development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	555	270	1,331	819
General and Administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,293	$ 487	$ 2,927	$ 1,430

Capital Structure - Additional Information (Details) - shares		3 Months Ended
	Sep. 25, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock authorized		500,000,000			52,400,000
Common stock, shares issued		34,196,821			1,673,314
Common stock, shares outstanding		34,196,821			1,673,314
Preferred stock, share authorized	10,000,000	10,000,000			0
Preferred stock, shares issued		0			0
Preferred stock, shares outstanding		0			0
Common Stock [Member]
Class of Stock [Line Items]
Conversion of convertible preferred stock into common stock	20,854,632	20,854,632
Common stock authorized		500,000,000			52,400,000
Common stock, shares outstanding		34,196,821	1,723,664	1,673,594	1,673,314	1,672,729	1,672,707	1,672,685	1,672,663

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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+ Details

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Sep. 30, 2024
Income Taxes [Line Items]
Unrecognized tax benefits		$ 0
Forecast
Income Taxes [Line Items]
Effective tax rate	0.00%

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Note 5. Debt

Convertible Promissory Notes

In February 2023, the Company issued four convertible promissory notes with an aggregate principal amount of $23.5 million. Each note has an interest rate of 4% per annum and a maturity date of May 10, 2024 (the “Convertible Promissory Notes”). The notes and any accrued but unpaid interest were convertible at either the date of a qualified financing of at least $20.0 million (a “Qualified Financing”), or on the maturity date, at the option of the respective holder, and are convertible into the same securities issued in the Qualified Financing, or if no qualified financing occurs prior to maturity, then shall be convertible into the Company’s Series C Preferred Stock.

Upon a Qualified Financing, the Convertible Promissory Notes automatically convert into shares of the Company’s redeemable convertible preferred stock on the same conditions applicable for the Qualified Financing at a conversion price equal to the lowest price per share paid in the Qualified Financing multiplied by a discount factor ranging from 0.6 to 1.0 depending on the timing of the Qualified Financing.

On February 1, 2024, in connection with the closing of the Series D redeemable convertible preferred stock financing, the Convertible Promissory Notes (including accrued interest) and related embedded derivative liability converted into 11,887,535 shares of Series D-1 redeemable convertible preferred stock at a discount factor of 0.6 relative to the price paid by the Series D investors. The conversion resulted in a $0.3 million loss on extinguishment of the Convertible Promissory Notes.

Term Loan

In May 2022, the Company entered into a loan and security agreement (the “Loan Agreement”) with SVB Innovative Credit Growth Fund IX, LP and Innovative Credit Growth Fund VIII-A, LP, (collectively, the “Lenders”) pursuant to which the Company was eligible to borrow, and the Lenders are obligated to fund up to $25.0 million in borrowing capacity across two potential tranches (the “Term Loan”). At the closing of the Loan Agreement in May 2022, the Company drew $2.5 million from the first tranche (the “Initial Term Loan”) and in May 2023 the Company drew $12.5 million from the second tranche (the “Additional Term Loan”).

In connection with the Initial Term Loan of $2.5 million, the Company issued to the Lenders warrants to purchase 19,420 shares of the Company’s common stock. The warrants expire on May 20, 2032 and had a fair value of $125,602 at issuance. Similarly, in connection with the Additional Term Loan draw, the Company issued an additional warrant to purchase 5,548 shares of the Company’s common stock. The warrants expire on May 20, 2032 and had a fair value of $37,050 at issuance. As a result, proceeds from the debt equal to the fair value were allocated to these warrants and are amortized as part of the debt discount over the life of the Term Loan.

Interest for the Term Loan accrues at a floating per annum rate equal to the greater of (i) the Prime rate plus 4.00% or (ii) 7.50%. Interest is due monthly on the first business day of each month, commencing in June 2022. The Term Loan is scheduled to mature on April 1, 2026 and commencing on November 1, 2023 the Company is required to make monthly principal payments. The Company may prepay all of the outstanding principal balance of the Term Loan, at its option, prior to the maturity date subject to a prepayment premium of 1.0%. The prepayment premium will apply to any mandatory or voluntary prepayment. In addition, the Company will also be required to pay a final payment fee equal to 4.4% of the total amount borrowed.

The Company’s obligations under the Loan Agreement are subject to acceleration upon the occurrence of customary events of default, including payment default, insolvency and the occurrence of certain events having a material adverse effect on the Company, including (but not limited to) material adverse effects upon the business, operations, properties, assets or financial condition of the Company and its subsidiaries, taken as a whole.

The Loan Agreement includes positive and negative covenants that the Company must comply with and is secured by the assets of the Company that are pledged as collateral.

Debt issuance costs, including the fair value of the warrants, have been treated as debt discounts in the condensed consolidated balance sheet and together with the final payment are being amortized to interest expense throughout the life of the Term Loan using the effective interest rate method. As of September 30, 2024 and December 31, 2023, there were unamortized issuance costs and debt discounts of less than $0.1 million, which are recorded as a direct deduction from the Term Loan in the condensed consolidated balance sheet. Interest expense related to the Loan Agreement was $1.4 million and $0.9 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the stated rate on the Term Loan was 12.0% and 12.5%, respectively. As of September 30, 2024, the effective interest rate on the Term Loan, including the amortization of the debt discount and accretion of the final payment, was 16.4% for the Initial Term Loan and 14.8% Additional Term Loan. The carrying amount of the Term Loan is subject to variable interest rates, which are based on current market rates, and as such, approximate fair value.

The components of the Term Loan balance were (in thousands):


	September 30, 2024
Principal loan balance	$	9,500
Final fee		487
Unamortized debt discount		(47	)
Total Term Loan	$	9,940
Less current portion of Term loan		(6,000	)
Term loan	$	3,940

As of September 30, 2024, the estimated future principal payments under the Term Loan are as follows (in thousands):


Year ending December 31, 2024	Total Principal Payments
2024 (excluding the nine months ended September 30, 2024)	$	1,500
2025		6,000
2026		2,000
Principal amount of Term Loan	$	9,500

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the stock option activity for the nine months ended September 30, 2024:


	Shares Available to Grant			Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Balance-December 31, 2023		614,041			2,364,083		$	8.38		7.4	$	2,864
Change in authorized shares		5,490,175			—			—
Granted		(3,016,584	)		3,016,584			10.23
Exercised		—			(79,987	)		7.62
Forfeited/expired		51,902			(51,902	)		7.31
Balance-September 30, 2024		3,139,534			5,248,778		$	9.47		8.4	$	59,491
Vested and Exercisable-September 30, 2024					1,951,828		$	8.08		6.7	$	24,833

Summary of Estimated Fair Value of Stock Options Granted Weighted Average Assumptions


	Nine months ended September 30,
	2024			2023
Weighted-average risk-free interest rate		4.4	%		3.8	%
Expected term of stock options (in years)	6.0 years			6.0 years
Weighted-average expected stock price volatility		109.9	%		91.8	%
Estimated dividend yield		—			—

Schedule of Stock-based Compensation Expense

Stock-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations and comprehensive loss is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	555	$	270	$	1,331	$	819
General and administrative		1,293		487		2,927		1,430
Total stock-based compensation expense	$	1,848	$	757	$	4,258	$	2,249

Capital Structure - Schedule of Common Stock Shares Reserved for Future Issuance (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock shares reserved for future issuance (in shares)	8,420,002	10,060,639
Warrants, Issued and Outstanding
Class of Stock [Line Items]
Common stock shares reserved for future issuance (in shares)	31,690	31,690
Redeemable Convertible Preferred Stock, Issued and Outstanding
Class of Stock [Line Items]
Common stock shares reserved for future issuance (in shares)	0	7,050,825
Stock Options, Issued and Outstanding
Class of Stock [Line Items]
Common stock shares reserved for future issuance (in shares)	5,248,778	2,364,083
Stock Options, Authorized for Future Issuance
Class of Stock [Line Items]
Common stock shares reserved for future issuance (in shares)	3,139,534	614,041

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant	3,139,534			3,139,534		614,041
Stock options outstanding	5,248,778			5,248,778		2,364,083
Fair value of stock options exercised	$ 184	$ 422	$ 3
Common stock reserved for sale	8,420,002			8,420,002		10,060,639
Grant date fair value of stock options granted				$ 10.23	$ 10.85
Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of stock options exercised				$ 1,000
Common stock reserved for sale	5,248,778			5,248,778		2,364,083
Unrecognized compensation expense	$ 27,200			$ 27,200
Weighted average period for recognize compensation expense				3 years 3 months 18 days
Employee Stock Option \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of stock options exercised					$ 100
2015 Equity Incentive Plan \| Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options outstanding	4,738,311			4,738,311
Stock options vesting period				4 years
2015 Equity Incentive Plan \| Employee Stock Option \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options term				10 years
2024 Equity Incentive Plan \| Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for sale	3,650,000			3,650,000
Number of additional shares reserved for issuance, percentage, maximum	5.00%			5.00%
2024 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant	330,000			330,000
Common stock reserved for sale	330,000			330,000
2024 Employee Stock Purchase Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)	3,300,000			3,300,000
2024 Employee Stock Purchase Plan \| Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant	3,139,534			3,139,534

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Components of Term Loan Balance

The components of the Term Loan balance were (in thousands):


	September 30, 2024
Principal loan balance	$	9,500
Final fee		487
Unamortized debt discount		(47	)
Total Term Loan	$	9,940
Less current portion of Term loan		(6,000	)
Term loan	$	3,940

Summary of Estimated Future Principal Payments Under Term Loan

As of September 30, 2024, the estimated future principal payments under the Term Loan are as follows (in thousands):


Year ending December 31, 2024	Total Principal Payments
2024 (excluding the nine months ended September 30, 2024)	$	1,500
2025		6,000
2026		2,000
Principal amount of Term Loan	$	9,500

Net Loss Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

Note 11. Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands except for share and per share data):


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(23,407	)	$	(14,625	)	$	(49,980	)	$	(42,896	)
Denominator:
Weighted-average shares of common stock outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		3,494,580			1,672,726			2,297,397			1,672,701
Net loss per share attributable to common stockholders, basic and diluted:	$	(6.70	)	$	(8.74	)	$	(21.76	)	$	(25.64	)


	September 30, 2024		September 30, 2023
Series A-1 redeemable convertible preferred stock on an as if converted basis		—		1,065,172
Series A-2 redeemable convertible preferred stock on an as if converted basis		—		660,615
Series A-3 redeemable convertible preferred stock on an as if converted basis		—		45,673
Series A-4 redeemable convertible preferred stock on an as if converted basis		—		6,194
Series B redeemable convertible preferred stock on an as if converted basis		—		1,670,599
Series C redeemable convertible preferred stock on an as if converted basis		—		3,602,572
Stock options, issued and outstanding		5,248,778		2,382,765
Warrants to purchase common stock		31,690		31,690
Total		5,280,468		9,465,280

Basis of Presentation and Significant Accounting Policies - Additional Information (Details)			3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 25, 2024 shares	Sep. 17, 2024 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) Segment	Dec. 31, 2023 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reverse stock split, conversion ratio		0.224
Reverse stock split, description				every 4.4626 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares
Fractional shares on stock split \| shares		0
Restricted cash			$ 0	$ 0	$ 3,300,000
Operating lease leasehold improvements			us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Impairment of long-lived assets				$ 0	0
Temporary equity value			$ 0	0	132,722,000
Interest and penalities charged on tax positions				$ 0	$ 0
Number of reportable segment \| Segment				1
Number of operating segment \| Segment				1
Common stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Conversion of convertible preferred stock into common stock \| shares	20,854,632		20,854,632
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful lives of property and equipment			3 years	3 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful lives of property and equipment			5 years	5 years

Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)	Total	Common stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	IPO	IPO Common stock	IPO Additional Paid-in Capital	Private Placement	Private Placement Common stock	Private Placement Additional Paid-in Capital	Redeemable Convertible Preferred Stock
Temporary equity beginning balance at Dec. 31, 2022												$ 132,722,000
Temporary equity beginning balance, shares at Dec. 31, 2022												31,465,128
Beginning balance at Dec. 31, 2022	$ (112,559,000)		$ 5,122,000	$ 167,000	$ (117,848,000)
Beginning balance, shares at Dec. 31, 2022		1,672,663
Issuance of common stock upon exercise of options, shares		22
Stock-based compensation expense	734,000		734,000
Foreign currency translation adjustment	(15,000)			(15,000)
Net Income (Loss)	(11,084,000)				(11,084,000)
Temporary equity Ending balance at Mar. 31, 2023												$ 132,722,000
Temporary equity Ending balance, shares at Mar. 31, 2023												31,465,128
Ending balance at Mar. 31, 2023	(122,924,000)		5,856,000	152,000	(128,932,000)
Ending balance, shares at Mar. 31, 2023		1,672,685
Temporary equity beginning balance at Dec. 31, 2022												$ 132,722,000
Temporary equity beginning balance, shares at Dec. 31, 2022												31,465,128
Beginning balance at Dec. 31, 2022	(112,559,000)		5,122,000	167,000	(117,848,000)
Beginning balance, shares at Dec. 31, 2022		1,672,663
Net Income (Loss)	(42,896,000)
Temporary equity Ending balance at Sep. 30, 2023												$ 132,722,000
Temporary equity Ending balance, shares at Sep. 30, 2023												31,465,128
Ending balance at Sep. 30, 2023	(153,139,000)		7,371,000	234,000	(160,744,000)
Ending balance, shares at Sep. 30, 2023		1,672,729
Temporary equity beginning balance at Mar. 31, 2023												$ 132,722,000
Temporary equity beginning balance, shares at Mar. 31, 2023												31,465,128
Beginning balance at Mar. 31, 2023	(122,924,000)		5,856,000	152,000	(128,932,000)
Beginning balance, shares at Mar. 31, 2023		1,672,685
Issuance of common stock upon exercise of options, shares		22
Stock-based compensation expense	758,000		758,000
Foreign currency translation adjustment	47,000			47,000
Net Income (Loss)	(17,187,000)				(17,187,000)
Temporary equity Ending balance at Jun. 30, 2023												$ 132,722,000
Temporary equity Ending balance, shares at Jun. 30, 2023												31,465,128
Ending balance at Jun. 30, 2023	(139,306,000)		6,614,000	199,000	(146,119,000)
Ending balance, shares at Jun. 30, 2023		1,672,707
Issuance of common stock upon exercise of options, shares		22
Stock-based compensation expense	757,000		757,000
Foreign currency translation adjustment	35,000			35,000
Net Income (Loss)	(14,625,000)				(14,625,000)
Temporary equity Ending balance at Sep. 30, 2023												$ 132,722,000
Temporary equity Ending balance, shares at Sep. 30, 2023												31,465,128
Ending balance at Sep. 30, 2023	(153,139,000)		7,371,000	234,000	(160,744,000)
Ending balance, shares at Sep. 30, 2023		1,672,729
Temporary equity beginning balance at Dec. 31, 2023	$ 132,722,000											$ 132,722,000
Temporary equity beginning balance, shares at Dec. 31, 2023	31,465,128											31,465,128
Beginning balance at Dec. 31, 2023	$ (173,396,000)		8,142,000	164,000	(181,702,000)
Beginning balance, shares at Dec. 31, 2023	1,673,314	1,673,314
Series D redeemable convertible preferred stock, Value												$ 169,458,000
Series D redeemable convertible preferred stock, Shares												49,713,402
Conversion of convertible promissory notes into Series D-1 redeemable convertible preferred stock, Value												$ 40,651,000
Conversion of convertible promissory notes into Series D-1 redeemable convertible preferred stock, Share												11,887,535
Issuance of common stock upon exercise of options	$ 3,000		3,000
Issuance of common stock upon exercise of options, shares		280
Stock-based compensation expense	852,000		852,000
Foreign currency translation adjustment	21,000			21,000
Net Income (Loss)	(12,992,000)				(12,992,000)
Temporary equity Ending balance at Mar. 31, 2024												$ 342,831,000
Temporary equity Ending balance, shares at Mar. 31, 2024												93,066,065
Ending balance at Mar. 31, 2024	(185,512,000)		8,997,000	185,000	(194,694,000)
Ending balance, shares at Mar. 31, 2024		1,673,594
Temporary equity beginning balance at Dec. 31, 2023	$ 132,722,000											$ 132,722,000
Temporary equity beginning balance, shares at Dec. 31, 2023	31,465,128											31,465,128
Beginning balance at Dec. 31, 2023	$ (173,396,000)		8,142,000	164,000	(181,702,000)
Beginning balance, shares at Dec. 31, 2023	1,673,314	1,673,314
Issuance of common stock upon exercise of options, shares	79,987
Net Income (Loss)	$ (49,980,000)
Temporary equity Ending balance at Sep. 30, 2024	$ 0
Temporary equity Ending balance, shares at Sep. 30, 2024	0
Ending balance at Sep. 30, 2024	$ 313,748,000		545,321,000	109,000	(231,682,000)
Ending balance, shares at Sep. 30, 2024	34,196,821	34,196,821
Temporary equity beginning balance at Mar. 31, 2024												$ 342,831,000
Temporary equity beginning balance, shares at Mar. 31, 2024												93,066,065
Beginning balance at Mar. 31, 2024	$ (185,512,000)		8,997,000	185,000	(194,694,000)
Beginning balance, shares at Mar. 31, 2024		1,673,594
Issuance of common stock upon exercise of options	422,000		422,000
Issuance of common stock upon exercise of options, shares		50,070
Stock-based compensation expense	1,558,000		1,558,000
Foreign currency translation adjustment	(18,000)			(18,000)
Net Income (Loss)	(13,581,000)				(13,581,000)
Temporary equity Ending balance at Jun. 30, 2024												$ 342,831,000
Temporary equity Ending balance, shares at Jun. 30, 2024												93,066,065
Ending balance at Jun. 30, 2024	(197,131,000)		10,977,000	167,000	(208,275,000)
Ending balance, shares at Jun. 30, 2024		1,723,664
Issuance of common shares, Value						$ 179,623,000		$ 179,623,000	$ 9,858,000		$ 9,858,000
Issuance of common shares							11,000,000			588,888
Temporary equity, Conversion of convertible preferred stock into common stock, value												$ (342,831,000)
Temporary equity, Conversion of convertible preferred stock into common stock, Shares												(93,066,065)
Conversion of convertible preferred stock into common stock	342,831,000		342,831,000
Conversion of convertible preferred stock into common stock, Share		20,854,632
Issuance of common stock upon exercise of options	184,000		184,000
Issuance of common stock upon exercise of options, shares		29,637
Stock-based compensation expense	1,848,000		1,848,000
Foreign currency translation adjustment	(58,000)			(58,000)
Net Income (Loss)	(23,407,000)				(23,407,000)
Temporary equity Ending balance at Sep. 30, 2024	$ 0
Temporary equity Ending balance, shares at Sep. 30, 2024	0
Ending balance at Sep. 30, 2024	$ 313,748,000		$ 545,321,000	$ 109,000	$ (231,682,000)
Ending balance, shares at Sep. 30, 2024	34,196,821	34,196,821

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Note 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding annual financial reporting. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of BioAge Labs, Inc. and its wholly owned subsidiary, BioAge Labs PTY LTD. BioAge Labs PTY LTD was incorporated in Australia in December 2020. All intercompany accounts and transactions have been eliminated in consolidation. Reverse Stock Split On September 17, 2024, the Company amended its amended and restated certificate of incorporation in order to effect a 1-for-4.4626 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 4.4626 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. No fractional shares were issued in connection with the Reverse Stock Split. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Areas that require management’s estimates include the fair values of common and redeemable convertible preferred stock (prior to the IPO), warrant liability, embedded derivative liability, stock-based compensation expense assumptions, valuation of deferred tax assets, and accruals for research and development expenses. Foreign Currency Results of foreign operations are translated from their functional currency into U.S. dollars (reporting currency) using average exchange rates in effect during the year while assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the U.S. dollar are included in operations in the period in which the transaction occurs. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of extending healthy human life by targeting molecular causes of aging. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents as of September 30, 2024 and December 31, 2023 consisted of bank deposits and money market mutual funds invested in short-term U.S. government obligations. As of December 31, 2023 the Company had $3.3 million in restricted cash related to the Wellcome Leap Commercial Research Funding Agreement (Note 9). As of September 30, 2024, the Company did not have any restricted cash. Concentrations of Credit Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk to the extent they exceed the federal depository insurance limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts, the failure of Silicon Valley Bank (“SVB”) in 2023, at which the Company held cash and cash equivalents in multiple accounts, potentially exposed the Company to significant credit risk. The Federal Deposit Insurance Corporation (“FDIC”) issued a statement on March 13, 2023 that they intended to take action to fully protect SVB depositors, which they did on March 27, 2023, by making SVB a division of First Citizens Bank. As of the date of the issuance of these condensed consolidated financial statements, the Company has full access to and control over all of its cash and cash equivalents. The Company has no financial instruments with off-balance sheet risk of loss. Risks and Uncertainties The Company faces risks and uncertainties associated with companies in the biotechnology industry, including but not limited to the uncertainty of success of its preclinical studies and clinical trials, regulatory approval of product candidates, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need for additional financing, compliance with government regulations, dependence on third parties, recruiting and retaining skilled personnel, and dependence on key members of management. The Company’s product candidates require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company. Property and Equipment, Net Property and equipment, net is carried at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets using the straight-line method. Useful lives of property and equipment range from three to five years. Operating lease leasehold improvements are amortized over the lesser of the useful lives of the leasehold improvements or the lease term. Upon retirement or sale, the costs of the assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Maintenance and repairs are expensed as incurred. Asset improvements are capitalized. Impairment of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment is measured by the excess of the carrying amount of the assets over fair value less the costs to sell the assets, generally determined using the projected discounted future net cash flows arising from the asset. The Company did not recognize any impairment of long-lived assets during the nine months ended September 30, 2024 or the year ended December 31, 2023. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock net of issuance costs on the date of issuance, which represents the carrying value. Redeemable convertible preferred stock is classified outside of stockholders’ deficit as temporary equity on the accompanying condensed consolidated balance sheets as events triggering the liquidation preferences, including a deemed liquidation event, are not solely within the Company’s control. As of December 31, 2023, the Company had not remeasured redeemable convertible preferred stock. Upon the closing of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock automatically converted into 20,854,632 shares of common stock. As of September 30, 2024, the Company had no redeemable convertible preferred stock outstanding. Convertible Promissory Notes and Embedded Derivative Liability Convertible promissory notes are recorded at the issued value. Debt discount and issuance costs, consisting of legal and other fees directly related to the debt, are offset against gross proceeds from the issuance of the convertible promissory notes and are amortized to interest expense over the life of the debt based on the effective interest method. Amortization expense is presented in interest expense in the condensed consolidated statement of operations and comprehensive loss. The Company reviews the terms of its convertible promissory notes to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible promissory notes contain more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. When convertible debt contains embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. As of December 31, 2023, the Company had bifurcated embedded derivatives related to its convertible promissory notes that are accounted for separately as derivative liabilities. Derivative liabilities are initially recorded at fair value and subsequently revalued at each reporting date with changes in fair value recognized separately on the condensed consolidated statement of operations and comprehensive loss. Derivative liabilities are presented separately in the condensed consolidated balance sheet. The Convertible Promissory Notes and related embedded derivative liability converted into Series D-1 Redeemable Convertible Preferred Stock on February 1, 2024. Term Loan Term loans are measured at net proceeds less debt discounts and issuance costs, which are accreted to the face value of the term loan over its expected term using the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC Topic 815, Derivatives and Hedging (Note 5). Warrant Liability Freestanding warrants for the Company’s common stock are classified as liabilities and recorded at fair value, with any change in fair value recognized as a component of other income (loss). Such warrant liabilities are subject to re-measurement at each balance sheet date until the earlier of the exercise of the warrants, expiration, or the completion of a change in control event. Upon exercise, the warrant liability would be reclassified to additional paid-in capital, at its then fair value. Research and Development Expenses Research and development costs are expensed as incurred and include all direct and indirect costs associated with the development of the Company’s product candidates and other research programs. These expenses consist primarily of personnel costs, stock-based compensation charges, consulting fees, and payments to third parties for research, development, and manufacturing services as well as other allocated facility-related costs and overhead expenses. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing, which are significant components of research and development expenses. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers, clinical research organizations (“CROs”), and clinical manufacturing organizations (“CMOs”). The Company’s contracts with CROs generally include pass-through fees such as laboratory supplies and services, regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. In the event the Company makes advance payments, the payments are recorded as a prepaid expense and recognized as the services are performed. As actual costs become known, including subsequent to the reporting date, the Company adjusts its accruals. Although the Company does not expect its estimates to be materially different from amounts actually incurred, such estimates for the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrual is dependent, in part, upon the receipt of timely and accurate reporting from CROs and other third-party vendors. Variations in the assumptions used to estimate accruals including, but not limited to, the number of patients enrolled, the rate of patient enrollment and the actual services performed, may vary from the Company’s estimates, resulting in adjustments to clinical trial expenses in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect its financial condition and results of operations. Acquired In-Process Research and Development Expenses Acquired in-process research and development expense consists of payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations. Costs incurred in obtaining technology licenses including upfront and milestone payments incurred under licensing agreements are recorded as expense in the period in which they are incurred, provided that the licensed technology, method or process has no alternative future uses other than for the specific research and development activities. Such payments are classified as cash flows from operating activities in the Company’s condensed consolidated statements of cash flows. Milestone payments within the Company’s licensing arrangements are recognized when achievement of the milestone payment is legally due and payable. To the extent products are commercialized and future economic benefit has been established, commercial milestones that become probable are capitalized and amortized over the estimated remaining useful life of the intellectual property. In addition, the Company accrues royalty expense and sublicense nonroyalty payments, as applicable, for the amount it is obligated to pay, with adjustments as sales are made. Stock-Based Compensation The Company’s stock-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors. Compensation cost for the Company’s stock-based payments to employees, non-employees and directors, are based on estimated fair value of the awards on the date of grant. The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Company’s stock-based compensation awards are subject to service-based vesting conditions. Compensation expense related to awards to employees, directors and non-employees with service-based vesting conditions is recognized on a straight-line basis based on the vesting date fair value over the associated service period of the award, which is generally the vesting term. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured at the balance sheet date using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination. If it is not more-likely-than-not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No interest or penalties were charged to the Company related to uncertain tax positions for the nine months ended September 30, 2024 or year ended December 31, 2023. Leases The Company determines if an arrangement is a lease at the inception of the arrangement. Operating leases are included in right-of-use assets, current portion of operating lease liability, and operating lease liability, net of current portion in the accompanying condensed consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components, such as common area maintenance charges, and instead it accounts for these as a single lease component. Leases with an initial term of 12 months or less are not recorded on the balance sheet, unless they include an option to purchase the underlying asset or to extend the lease that the Company is reasonably certain to exercise. Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s other comprehensive loss consists of foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of operations and comprehensive loss. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share attributable to common stockholders’ calculation, redeemable convertible preferred stock, stock options, and warrants are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Participating securities consist of common stock and redeemable convertible preferred stock. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Fair Value of Financial Instruments GAAP establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is established as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, an established three-tier fair value hierarchy distinguishes between the following: • Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. The carrying amounts of the Company’s other current assets, accounts payable, accrued expenses and other current liabilities reported in the condensed consolidated financial statements approximate their fair values due to their short-term nature. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve its income tax disclosure requirements. Under the ASU, entities must annually (i) disclose specific categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, and (iii) disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this update to have a material impact on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures.

Wellcome Leap Commercial Research Funding Agreement

9 Months Ended

Sep. 30, 2024

Research and Development [Abstract]

Wellcome Leap Commercial Research Funding Agreement

Note 9. Wellcome Leap Commercial Research Funding Agreement

In September 2023, the Company entered into a Commercial Research Funding Agreement with Wellcome Leap, Inc. (the “Wellcome Leap Agreement”) in which Wellcome Leap was to fund certain research and development work performed by the Company. In connection with the Wellcome Leap Agreement, the Company entered into a statement of work in which the Company was to evaluate Azelaprag’s efficacy at preventing muscle atrophy and frailty during hospitalization in chronic obstructive pulmonary disease (“COPD”) patients through a Phase 2 clinical trial (the “COPD Trial”).

Also, in September 2023, Wellcome Leap made a payment of $3.3 million to the Company to cover costs to be incurred related to the COPD Trial (the “Grant Funds”). As the Grant Funds are maintained in a separate bank account from the Company’s other funds and are only to be expended on the COPD Trial, it was determined that the Grant Funds represented restricted cash and are classified as such in the condensed consolidated balance sheet as of December 31, 2023.

In March 2024, the Company informed Wellcome Leap that it planned to terminate the COPD Trial due to concerns regarding commercial feasibility and on May 31, 2024, the Company and Wellcome Leap terminated the Wellcome Leap Agreement (the “Wellcome Leap Termination”). In connection with the Wellcome Leap Termination, the Company returned $2.4 million of unused Grant Funds received to Wellcome Leap in June 2024.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 3. Fair Value Measurements

The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):


	September 30, 2024
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	334,181	$	—	$	—	$	334,181
Liabilities:
Warrant liability	$	—	$	—	$	613	$	613


	December 31, 2023
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	21,061	$	—	$	—	$	21,061
Liabilities:
Convertible promissory notes embedded derivative liability	$	—	$	—	$	18,183	$	18,183
Warrant liability		—		—		229		229
Total liabilities	$	—	$	—	$	18,412	$	18,412

As of September 30, 2024, the Company revalued the warrant liability using its publicly traded stock price under the Black-Scholes valuation method. The valuation of warrant liabilities as of September 30, 2024 resulted in an increase in warrant liability of $0.4 million from $0.2 million as of December 31, 2023 to $0.6 million as of September 30, 2024.

Cash Equivalents

Cash equivalents include U.S. government obligation money market mutual funds that have a maturity of three months or less from the original acquisition date. The Company’s cash equivalents are classified using Level 1 inputs within the fair value hierarchy because they are valued using quoted market prices.

Convertible Promissory Notes Embedded Derivative Liability

The Company’s Convertible Promissory Notes (as defined in Note 5) contained equity conversion options, and certain repayment features, that were identified as a single compound embedded derivative requiring bifurcation from the Convertible Promissory Notes. The Company estimated the fair value of the convertible promissory note embedded derivative liabilities on issuance using a with-and-without scenario analysis. The estimated probability and timing of underlying events triggering the conversion and liquidity repayment features as well as discount rates, volatility and share prices are inputs used to determine the estimated fair value of the embedded derivative. The Convertible Promissory Notes and related embedded derivative liability converted into Series D-1 Redeemable Convertible Preferred Stock on February 1, 2024.

Warrant Liability

As of September 30, 2024, warrants representing 31,690 shares of common stock were outstanding. These warrants are classified as a liability since the warrants meet the classification requirements for liability accounting pursuant to ASC 815. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s condensed statements of operations. The Company classifies the warrant liability within Level 3 of the fair value hierarchy as the assessed fair value is based on both observable and unobservable market inputs including the Company's stock price, risk-free rate, and volatility.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details