SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O BIOAGE LABS, INC.

1445A SOUTH 50TH STREET

(Street)

RICHMOND

94804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BioAge Labs, Inc. [ BIOA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/27/2024		C		1,638,236	A	⁽¹⁾	1,638,236	I	Sofinnova Venture Partners XI, L.P.⁽²⁾⁽³⁾
Common Stock	09/27/2024		P⁽⁴⁾		588,888	A	$18	2,227,124	I	Sofinnova Venture Partners XI, L.P.⁽²⁾⁽³⁾
Common Stock	09/27/2024		P		11,113	A	$18	11,113	I	Sofinnova Synergy Master Fund LP⁽³⁾⁽⁵⁾
Common Stock	09/27/2024		P		18,353	A	$18	18,353	I	CRESTLINE SUMMIT MASTER, SPC - CRESTLINE SUMMIT APEX SP⁽³⁾⁽⁶⁾
Common Stock	09/27/2024		P		21,814	A	$18	21,814	I	Crestline Summit Master, SPC - PEAK SP⁽³⁾⁽⁷⁾
Common Stock	09/27/2024		P		26,497	A	$18	26,497	I	CRESTLINE SUMMIT PINNACLE MASTER, L.P.⁽³⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18	09/25/2024		A		15,000		⁽⁹⁾	09/24/2034	Common Stock	15,000	$0	15,000	D
Series D Preferred Stock	⁽¹⁾	09/27/2024		C			7,310,796	⁽¹⁾	⁽¹⁾	Common Stock	1,638,236	⁽¹⁾	0	I	Sofinnova Venture Partners XI, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Represents shares purchased from the Issuer in a private placement transaction.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	09/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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