S-1MEF 1 d837710ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on September 25, 2024

Registration No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BIOAGE LABS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
   2834
   47-4721157

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

1445A South 50th Street

Richmond, California 94804

(510) 806-1445

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Kristen Fortney, Ph.D.

Chief Executive Officer and President

1445A South 50th Street

Richmond, California 94804

(510) 806-1445

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Matthew Rossiter, Esq.
Robert A. Freedman, Esq.
Julia Forbess, Esq.

Michael S. Pilo, Esq
Fenwick & West LLP
555 California Street

12th Floor
San Francisco, California 94104
(415) 875-2300

   Charles S. Kim, Esq.
Denny Won, Esq.
Divakar Gupta, Esq.
Cooley LLP
10265 Science Center Drive
San Diego, CA 92121
(858) 550-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-281901

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), BioAge Labs, Inc. (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-281901) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on September 3, 2024, and which the Commission declared effective on September 25, 2024.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 575,000 shares, 75,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee Table (Exhibit 107) contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of California, on the 25th day of September, 2024.

 

BIOAGE LABS, INC.

By:

  

/s/ Kristen Fortney

 

Kristen Fortney, Ph.D.

 

Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Kristen Fortney

Kristen Fortney, Ph.D.

   

Chief Executive Officer, President and Director

(Principal Executive Officer)

   September 25, 2024

/s/ Dov Goldstein

Dov Goldstein, M.D.

   

Chief Financial Officer

(Principal Financial Officer)

   September 25, 2024

/s/ Shane Barton

Shane Barton

   

Vice President of Finance

(Principal Accounting Officer)

   September 25, 2024

*

Jean-Pierre Garnier, Ph.D.

    Chair of the Board of Directors   September 25, 2024

*

Michael Davidson, M.D.

    Director   September 25, 2024

*

Patrick Enright

    Director   September 25, 2024

*

James Healy, M.D., Ph.D.

    Director   September 25, 2024

*

Rekha Hemrajani

    Director   September 25, 2024

*

Eric Morgen, M.D.

    Director   September 25, 2024

*

Vijay Pande, Ph.D.

    Director   September 25, 2024

 

*By Attorney-in-Fact
/s/ Kristen Fortney
Kristen Fortney, Ph.D.