Cormorant Asset Management, LP - Sep 25, 2024 Form 3 Insider Report for BioAge Labs, Inc. (BIOA)

Role
10%+ Owner
Signature
CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member
Stock symbol
BIOA
Transactions as of
Sep 25, 2024
Transactions value $
$0
Form type
3
Date filed
9/25/2024, 06:43 PM
Previous filing
Sep 24, 2024
Next filing
Oct 1, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BIOA Series D Redeemable Convertible Preferred Stock Sep 25, 2024 Common Stock 5.26M See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Series D Redeemable Convertible Preferred Stock ("Series D Preferred Stock") is currently convertible into, and upon the closing of the Issuer's initial public offering of Common Stock will automatically convert into, 0.224084614 shares of Common Stock. The Series D Preferred Stock has no expiration date.
F2 Represents (i) 173,704 shares of Series D Preferred Stock beneficially owned by the Master Fund (defined below), (ii) 2,769,271 shares of Series D Preferred Stock beneficially owned by Fund IV (defined below) and (iii) 2,320,797 shares of Series D Preferred Stock beneficially owned by Fund V (defined below).
F3 Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund IV, LP ("Fund IV") and Cormorant Private Healthcare Fund V, LP ("Fund V"). Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP IV, LLC ("GP IV") and Cormorant Private Healthcare GP V, LLC ("GP V") serve as General Partner of the Master Fund, Fund IV and Fund V, respectively. Bihua Chen serves as manager of Cormorant, GP LLC, GP IV and GP V. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.