0000929638-24-003363.txt : 20241001 0000929638-24-003363.hdr.sgml : 20241001 20241001160104 ACCESSION NUMBER: 0000929638-24-003363 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240927 FILED AS OF DATE: 20241001 DATE AS OF CHANGE: 20241001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LP CENTRAL INDEX KEY: 0001583977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241343125 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0388 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Cormorant Asset Management, LLC DATE OF NAME CHANGE: 20130807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Bihua CENTRAL INDEX KEY: 0001599214 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241343123 MAIL ADDRESS: STREET 1: C/O CORMORANT ASSET MANAGEMENT, LP STREET 2: 200 CLARENDON STREET, 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Private Healthcare Fund V LP CENTRAL INDEX KEY: 0001969296 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241343124 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0370 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Private Healthcare Fund IV LP CENTRAL INDEX KEY: 0001871297 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241343122 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0370 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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.xml X0508 4 2024-09-27 true 0001709941 BioAge Labs, Inc. BIOA 0001583977 Cormorant Asset Management, LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true Former 10% Owner 0001969296 Cormorant Private Healthcare Fund V LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true Former 10% Owner 0001599214 Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 true Former 10% Owner 0001871297 Cormorant Private Healthcare Fund IV LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true Former 10% Owner false Common Stock 2024-09-27 4 C 0 1179529 A 1179529 I See Footnotes Common Stock 2024-09-27 4 P 0 450000 18 A 1629529 I See Footnotes Series D Redeemable Convertible Preferred Stock 2024-09-27 4 C 0 5263772 D Common Stock 1179529 0 I See Footnotes Each share of the Series D Redeemable Convertible Preferred Stock ("Series D Preferred Stock") automatically converted into 0.224084614 shares of Common Stock of the Issuer ("Common Stock") upon the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock had no expiration date. Represents (i) 173,704 shares of Series D Preferred Stock beneficially owned by the Master Fund (defined below), which converted into 38,924 shares of Common Stock, (ii) 2,769,271 shares of Series D Preferred Stock beneficially owned by Fund IV (defined below), which converted into 620,551 shares of Common Stock, and (iii) 2,320,797 shares of Series D Preferred Stock beneficially owned by Fund V (defined below), which converted into 520,054 shares of Common Stock. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund IV, LP ("Fund IV") and Cormorant Private Healthcare Fund V, LP ("Fund V"). Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP IV, LLC ("GP IV") and Cormorant Private Healthcare GP V, LLC ("GP V") serve as General Partner of the Master Fund, Fund IV and Fund V, respectively. Bihua Chen serves as manager of Cormorant, GP LLC, GP IV and GP V. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. Represents shares of Common Stock purchased for the account of the Master Fund. CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member 2024-10-01 CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC, its General Partner By: /s/ Bihua Chen, Managing Member 2024-10-01 BIHUA CHEN By: /s/ Bihua Chen, Individually 2024-10-01 CORMORANT PRIVATE HEALTHCARE FUND IV, LP By: Cormorant Private Healthcare GP IV, LLC, its General Partner By: /s/ Bihua Chen, Managing Member 2024-10-01