0001415889-24-024044.txt : 20240927 0001415889-24-024044.hdr.sgml : 20240927 20240927162243 ACCESSION NUMBER: 0001415889-24-024044 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240925 FILED AS OF DATE: 20240927 DATE AS OF CHANGE: 20240927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241335190 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BioAge Labs, Inc. CENTRAL INDEX KEY: 0001709941 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 474721157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1445A SOUTH 50TH STREET CITY: RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: 510-806-1445 MAIL ADDRESS: STREET 1: 1445A SOUTH 50TH STREET CITY: RICHMOND STATE: CA ZIP: 94804 4 1 form4-09272024_080939.xml X0508 4 2024-09-25 0001709941 BioAge Labs, Inc. BIOA 0001245624 HEALY JAMES C/O BIOAGE LABS, INC. 1445A SOUTH 50TH STREET RICHMOND CA 94804 true false false false 0 Common Stock 2024-09-27 4 C 0 1638236 A 1638236 I Sofinnova Venture Partners XI, L.P. Common Stock 2024-09-27 4 P 0 588888 18 A 2227124 I Sofinnova Venture Partners XI, L.P. Common Stock 2024-09-27 4 P 0 11113 18 A 11113 I Sofinnova Synergy Master Fund LP Common Stock 2024-09-27 4 P 0 18353 18 A 18353 I CRESTLINE SUMMIT MASTER, SPC - CRESTLINE SUMMIT APEX SP Common Stock 2024-09-27 4 P 0 21814 18 A 21814 I Crestline Summit Master, SPC - PEAK SP Common Stock 2024-09-27 4 P 0 26497 18 A 26497 I CRESTLINE SUMMIT PINNACLE MASTER, L.P. Stock Option (Right to Buy) 18 2024-09-25 4 A 0 15000 0 A 2034-09-24 Common Stock 15000 15000 D Series D Preferred Stock 2024-09-27 4 C 0 7310796 D Common Stock 1638236 0 I Sofinnova Venture Partners XI, L.P. Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series D Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date. These shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI, and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The reporting person is a managing member of SM XI and may be deemed to share voting and investment discretion with respect to securities directly held by SVP XI. The reporting person disclaims beneficial ownership of the securities directly held by each of: (i) SVP XI; (ii) Synergy Fund; (iii) APEX SP; (iv) PEAK SP; and (v) Pinnacle LP. This report shall not be construed as an admission that he is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of his pecuniary interest therein, if any. Represents shares purchased from the Issuer in a private placement transaction. These shares are directly held by Sofinnova Synergy Master Fund LP ("Synergy Fund"). Sofinnova Synergy GP, LLC ("Synergy Fund GP") is the general partner of Synergy Fund. The reporting person is a managing member of Synergy Fund GP and may be deemed to share voting and investment discretion with respect to securities directly held by Synergy Fund. These shares are directly held by Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP ("APEX SP"). Synergy Fund GP is the general partner of APEX SP. The reporting person is a managing member of Synergy Fund GP and may be deemed to share voting and investment discretion with respect to securities directly held by APEX SP. The shares are directly held by Crestline Summit Master, SPC - PEAK SP ("PEAK SP"). Synergy Fund GP is the general partner of PEAK SP. The reporting person is a managing member of Synergy Fund GP and may be deemed to share voting and investment discretion with respect to securities directly held by PEAK SP. The shares are directly held by CRESTLINE SUMMIT PINNACLE MASTER, L.P. ("Pinnacle LP"). Synergy Fund GP is the general partner of Pinnacle LP. The reporting person is a managing member of Synergy Fund GP and may be deemed to share voting and investment discretion with respect to securities directly held by Pinnacle LP. The entire option award shall vest on the earlier of: (i) the date of the next annual meeting of the Issuer's stockholders or (ii) the one year anniversary of the grant date, subject to the reporting person's continued service to the Issuer on the applicable vesting date. /s/ Dov A. Goldstein as attorney-in-fact 2024-09-27