BioAge Labs, Inc. Fair Value Disclosure
Note 3. Fair Value Measurements
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:
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 consolidated financial statements approximate their fair values due to their short-term nature.
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):
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|
December 31, 2025 |
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|
(Level 1) |
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|
(Level 2) |
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|
(Level 3) |
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|
Total |
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||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
182,234 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
182,234 |
|
Commercial paper |
|
|
— |
|
|
|
5,736 |
|
|
|
— |
|
|
|
5,736 |
|
Corporate debt securities |
|
|
— |
|
|
|
642 |
|
|
|
— |
|
|
|
642 |
|
Cash equivalents |
|
$ |
182,234 |
|
|
$ |
6,378 |
|
|
$ |
— |
|
|
$ |
188,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government bonds |
|
$ |
41,093 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
41,093 |
|
Commercial paper |
|
|
— |
|
|
|
5,053 |
|
|
|
— |
|
|
|
5,053 |
|
U.S. government agency bonds |
|
|
— |
|
|
|
11,613 |
|
|
|
— |
|
|
|
11,613 |
|
Corporate debt securities |
|
|
— |
|
|
|
32,941 |
|
|
|
— |
|
|
|
32,941 |
|
Foreign corporate debt securities |
|
|
— |
|
|
|
1,510 |
|
|
|
— |
|
|
|
1,510 |
|
Short-term marketable securities |
|
$ |
41,093 |
|
|
$ |
51,117 |
|
|
$ |
— |
|
|
$ |
92,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government bonds |
|
$ |
4,032 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,032 |
|
Long-term marketable securities |
|
$ |
4,032 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total fair value of financial assets |
|
$ |
227,359 |
|
|
$ |
57,495 |
|
|
$ |
— |
|
|
$ |
284,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
370 |
|
|
$ |
370 |
|
|
|
December 31, 2024 |
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|||||||||||||
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Total |
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||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents — Money market funds |
|
$ |
354,061 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
354,061 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
156 |
|
|
$ |
156 |
|
Cash Equivalents and Marketable Securities
Cash equivalents include U.S. government obligation money market mutual funds, commercial paper and treasury bills that have a maturity of three months or less from the original acquisition date. The Company’s money market funds and treasury bills are classified using Level 1 inputs within the fair value hierarchy because they are valued using quoted market prices. U.S. government bonds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Corporate debt securities, commercial paper and U.S. government agency bonds are classified within Level 2 of the fair value hierarchy as they take into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs.
The following tables summarize the Company's cash equivalents and marketable securities' amortized costs, gross unrealized gains, gross unrealized losses, and estimated fair values by significant investment category (in thousands):
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|||||||
December 31, 2025 |
|
Contractual Maturity |
|
Amortized Cost |
|
|
Losses |
|
|
Gains |
|
|
Fair Value |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
Three months or less |
|
$ |
182,234 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
182,234 |
|
Commercial paper |
|
Three months or less |
|
|
5,736 |
|
|
|
— |
|
|
|
— |
|
|
|
5,736 |
|
Corporate debt securities |
|
Three months or less |
|
|
642 |
|
|
|
— |
|
|
|
— |
|
|
|
642 |
|
Cash equivalents |
|
|
|
$ |
188,612 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
188,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government bonds |
|
Less than 1 year |
|
|
41,014 |
|
|
|
— |
|
|
|
79 |
|
|
|
41,093 |
|
Commercial paper |
|
Less than 1 year |
|
|
5,051 |
|
|
|
— |
|
|
|
2 |
|
|
|
5,053 |
|
U.S. government agency bonds |
|
Less than 1 year |
|
|
11,604 |
|
|
|
— |
|
|
|
9 |
|
|
|
11,613 |
|
Corporate debt securities |
|
Less than 1 year |
|
|
32,933 |
|
|
|
(4 |
) |
|
|
12 |
|
|
|
32,941 |
|
Foreign corporate debt securities |
|
Less than 1 year |
|
|
1,510 |
|
|
|
— |
|
|
|
— |
|
|
|
1,510 |
|
Short-term marketable securities |
|
|
|
$ |
92,112 |
|
|
$ |
(4 |
) |
|
$ |
102 |
|
|
$ |
92,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government bonds |
|
1 to 2 years |
|
|
4,008 |
|
|
|
— |
|
|
|
24 |
|
|
|
4,032 |
|
Long-term marketable securities |
|
|
|
$ |
4,008 |
|
|
$ |
— |
|
|
$ |
24 |
|
|
$ |
4,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial assets |
|
|
|
$ |
284,732 |
|
|
$ |
(4 |
) |
|
$ |
126 |
|
|
$ |
284,854 |
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|||||||
December 31, 2024 |
|
Contractual Maturity |
|
Amortized Cost |
|
|
Losses |
|
|
Gains |
|
|
Fair Value |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
Three months or less |
|
$ |
354,061 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
354,061 |
|
Cash equivalents |
|
|
|
$ |
354,061 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
354,061 |
|
The Company does not intend to sell the securities in an unrealized loss position and does not expect they will be required to sell the securities before maturity. No allowance for credit losses has been recognized as of December 31, 2025 or December 31, 2024. During the years ended December 31, 2025 and 2024, the Company did not recognize any impairment losses related to investments.
As of December 31, 2025 and December 31, 2024, the Company had accrued interest receivable of $1.2 million, which was included in the prepaid expenses and other current assets financial statement line item in the consolidated balance sheets.
Warrant Liability
As of December 31, 2025, 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 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.
The following table sets forth the changes in fair value of the warrant liability for the year ended December 31, 2025 (in thousands):
Fair value at December 31, 2024 |
|
$ |
156 |
|
Changes in fair value |
|
|
214 |
|
Fair value at December 31, 2025 |
|
$ |
370 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 24, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.