Director Enright Patrick G converted options into 1,310,589 shares and bought $7,200,000 worth of shares (400,000 units at $18.00) (SEC Form 4)
$BIOA
Biotechnology: Pharmaceutical Preparations
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BioAge Labs, Inc. [ BIOA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/27/2024 | C | 1,310,589 | A | (1) | 1,310,589 | I | Longitude Venture Partners IV, L.P.(2) | ||
| Common Stock | 09/27/2024 | P | 400,000 | A | $18 | 1,710,589 | I | Longitude Venture Partners IV, L.P.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $18 | 09/25/2024 | A | 15,000 | (3) | 09/24/2034 | Common Stock | 15,000 | $0 | 15,000 | D | ||||
| Series D Preferred Stock | (1) | 09/27/2024 | C | 5,848,637 | (1) | (1) | Common Stock | 1,310,589 | (1) | 0 | I | Longitude Venture Partners IV, L.P.(2) | |||
| 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 Longitude Venture Partners IV, L.P ("LVP IV"). Longitude Capital Partners IV, LLC ("LCP IV") is the general partner of LVP IV and may be deemed to exercise voting and investment discretion with respect to securities held by LVP IV. The reporting person and Ms. Juliet Tammenoms Bakker serve as the managing members of LCP IV and may be deemed to share voting and investment discretion with respect to securities held directly by LVP IV. Each of LCP IV, Mr. Enright, and Ms. Tammenoms Bakker disclaims beneficial ownership of such securities and this report shall not be deemed an admission that any of them 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 their respective pecuniary interests therein. |
| 3. 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||