BioAge faces Ninth Circuit appeal of dismissed IPO securities class action

BioAge Labs, Inc. (Nasdaq: BIOA) said in its 10-Q filed August 5, 2026 that the plaintiff in a securities class action over its initial public offering is appealing the dismissal to the Ninth Circuit. The defendants are BioAge, its directors and certain of its officers. The putative class action was filed on January 7, 2025 in the U.S. District Court for the Northern District of California. The court dismissed it with prejudice on March 2, 2026. The plaintiff filed a notice of appeal on March 27, 2026 and an opening brief on July 22, 2026. The filings give neither a case number nor the plaintiff's name.

The 10-Q does not list the individual officers. BioAge's annual report for 2024 says the suit names the company, its directors and certain of its officers, without naming them. No underwriter is named as a defendant.

The claims

The complaint alleged violations of Section 11 and Section 15 of the Securities Act of 1933. It claimed the defendants misrepresented or left out information in BioAge's registration statement about azelaprag. According to the annual report, the plaintiff seeks to represent purchasers of BioAge common stock bought under or traceable to the IPO, and seeks damages, costs and expenses.

The registration statement on Form S-1 was declared effective on September 25, 2024. The company sold 12,650,000 shares at $18.00 per share, including 1,650,000 shares from the underwriters' option, for gross proceeds of $227.7 million. In January 2025 it announced its decision to discontinue the azelaprag program, which was the subject of the disclosures challenged in the suit.

Who the defendants are

The suit names the company's directors as a group. The 2024 annual report, signed March 20, 2025, the filing nearest to the date of the suit, lists Kristen Fortney as chief executive officer, president and a director, and Eric Morgen as chief operating officer and a director. Jean-Pierre Garnier is chair, and Michael Davidson, Patrick Enright, James Healy, Rekha Hemrajani and Vijay Pande are directors. Dov Goldstein is chief financial officer. The filings do not say which officers are defendants or tie any individual name to the suit.

Where it stands

The plaintiff filed an amended complaint on June 2, 2025. On October 30, 2025, the court granted the defendants' motion to dismiss without prejudice. The plaintiff filed a further amended complaint on November 20, 2025, and on March 2, 2026, the court granted a further motion to dismiss with prejudice.

On appeal, the 10-Q says the defendants' answering brief was due September 18, 2026, and any reply brief from the plaintiff by October 2, 2026. Oral argument, if scheduled, would likely take place in early 2027. The 10-Q was filed before those dates.

What the company says

The 2024 annual report said BioAge believes it has meritorious defenses and intends to defend the lawsuit vigorously. It also noted that similar lawsuits may be filed in the same or other courts naming the same or additional defendants.

The 10-Q says BioAge accrues a liability for legal matters when a loss is probable and can be reasonably estimated, and expenses legal fees as they are incurred. It reports no accrual or estimate for this case, and the filings do not describe any insurance coverage for it.

What it means for shareholders

BioAge raised more money after the IPO it is being sued over. In January 2026 it sold 5,897,435 shares at $19.50 each in an underwritten public offering for net proceeds of $107.4 million, and the underwriters' option added $16.2 million in February 2026. The 10-Q reports a net loss of $48.4 million and $43.3 million used in operations in the first half of 2026, against cash, cash equivalents and marketable securities of $381.3 million.

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