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Filing Details

Accession Number:: 0001415889-24-024044
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-27 16:22:43
Reporting Period:: 2024-09-25

Accepted Time:: 2024-09-27 16:22:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1709941	Bioage Labs Inc.	BIOA	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1245624	James Healy	C/O Bioage Labs, Inc. 1445A South 50Th Street Richmond CA 94804		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-09-27	1,638,236	$0.00	1,638,236	No	4	C	Indirect	Sofinnova Venture Partners XI, L.P.
Common Stock	Acquisiton	2024-09-27	588,888	$18.00	2,227,124	No	4	P	Indirect	Sofinnova Venture Partners XI, L.P.
Common Stock	Acquisiton	2024-09-27	11,113	$18.00	11,113	No	4	P	Indirect	Sofinnova Synergy Master Fund LP
Common Stock	Acquisiton	2024-09-27	18,353	$18.00	18,353	No	4	P	Indirect	CRESTLINE SUMMIT MASTER, SPC - CRESTLINE SUMMIT APEX SP
Common Stock	Acquisiton	2024-09-27	21,814	$18.00	21,814	No	4	P	Indirect	Crestline Summit Master, SPC - PEAK SP
Common Stock	Acquisiton	2024-09-27	26,497	$18.00	26,497	No	4	P	Indirect	CRESTLINE SUMMIT PINNACLE MASTER, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Sofinnova Venture Partners XI, L.P.
No	4	P	Indirect	Sofinnova Venture Partners XI, L.P.
No	4	P	Indirect	Sofinnova Synergy Master Fund LP
No	4	P	Indirect	CRESTLINE SUMMIT MASTER, SPC - CRESTLINE SUMMIT APEX SP
No	4	P	Indirect	Crestline Summit Master, SPC - PEAK SP
No	4	P	Indirect	CRESTLINE SUMMIT PINNACLE MASTER, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Acquisiton	2024-09-25	15,000	$0.00	15,000	$18.00
Common Stock	Series D Preferred Stock	Disposition	2024-09-27	7,310,796	$0.00	1,638,236	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
15,000		2034-09-24	No	4	A	Direct
0			No	4	C	Indirect

Footnotes

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.