0001415889-24-023964.txt : 20240925 0001415889-24-023964.hdr.sgml : 20240925 20240925165333 ACCESSION NUMBER: 0001415889-24-023964 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240925 FILED AS OF DATE: 20240925 DATE AS OF CHANGE: 20240925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42279 FILM NUMBER: 241325262 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 3 1 form3-09252024_080929.xml X0206 3 2024-09-25 0 0001709941 BioAge Labs, Inc. BIOA 0001245624 HEALY JAMES C/O BIOAGE LABS, INC. 1445A SOUTH 50TH STREET RICHMOND CA 94804 true false false false Series D Preferred Stock Common Stock 1638236 I Sofinnova Venture Partners XI, L.P. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series D Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series D Convertible Preferred Stock shall automatically convert 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 such securities and this report shall not be deemed 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. /s/ Dov A. Goldstein as attorney-in-fact 2024-09-25 EX-24 2 ex24-09252024_080934.htm ex24-09252024_080934.htm


LIMITED POWER OF ATTORNEY


The undersigned hereby constitutes and appoints Kristen Fortney, Dov A. Goldstein, and Shane Barton (each, an “Attorney-in-Fact”), as long as such individual is providing services to BioAge Labs, Inc., a Delaware corporation (the “Company”), acting individually, as the undersigned’s true and lawful attorney-in-fact to:


(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and the rules and regulations thereunder;


(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4, and 5, and any amendments thereto, and file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, if required; and


(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion.


The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that the Attorney-in-Fact, or the Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.


The undersigned agrees that the Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to the Attorney-in-Fact.  The undersigned also agrees to indemnify and hold harmless the Company and the Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to the Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4, or 5 (including amendments thereto) and agrees to reimburse the Company and the Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of, and transactions in securities issued by, the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of August, 2024.


By:

/s/ James Healy

Name:

James Healy