BioAge Labs, Inc. 8-K

What Happened

• BioAge Labs, Inc. (BIOA) filed an 8-K reporting that on January 21, 2026 it entered into an underwriting agreement with Goldman Sachs, Piper Sandler and Citigroup. The company agreed to sell 5,897,435 shares of common stock in a public offering at $19.50 per share, with a 30‑day option for the underwriters to buy up to 884,615 additional shares.
• The offering is expected to close on January 23, 2026, subject to customary closing conditions. Estimated net proceeds are approximately $107.6 million (assuming no exercise of the option). The company filed a legal opinion on the validity of the shares.

Key Details

• Offering size: 5,897,435 shares at $19.50 per share (gross proceeds ≈ $115.0M); underwriters’ option: 884,615 shares (30 days).
• Estimated net proceeds: ~$107.6 million after underwriting discounts/expenses (no option exercise assumed).
• Underwriters’ representatives: Goldman Sachs & Co. LLC, Piper Sandler & Co., Citigroup Global Markets Inc.
• Intended use of proceeds: fund research, clinical and process development and manufacturing (including BGE‑102), further development of NLRP3 and APJ programs, working capital, capital expenditures, debt reduction and general corporate purposes.

Why It Matters

• The offering will raise cash to fund BioAge’s clinical and development programs (notably BGE‑102 and its NLRP3/APJ programs), which may extend the company’s runway and support upcoming trials or milestones.
• For investors, the key impacts are dilution from the new shares (and potential additional dilution if the option is exercised) and the company’s capital allocation toward R&D rather than near-term revenue generation. The filing confirms underwriters, pricing, expected close date, and the company’s stated plans for the proceeds.