Cormorant Asset Management, LP - Sep 27, 2024 Form 4 Insider Report for BioAge Labs, Inc. (BIOA)

Role: Former 10% Owner
Signature: CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member
Stock symbol: BIOA
Transactions as of: Sep 27, 2024
Transactions value $: $8,100,000
Form type: 4
Date filed: 10/1/2024, 04:01 PM
Previous filing: Sep 25, 2024
Next filing: Oct 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BIOA	Common Stock	Conversion of derivative security		+1.18M			1.18M	Sep 27, 2024	See Footnotes	F1, F2, F3
transaction	BIOA	Common Stock	Purchase	$8.1M	+450K	+38.15%	$18.00	1.63M	Sep 27, 2024	See Footnotes	F3, F4

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
transaction	BIOA	Series D Redeemable Convertible Preferred Stock	Conversion of derivative security		-5.26M	-100%		0	Sep 27, 2024	Common Stock	1.18M		See Footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cormorant Asset Management, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each share of the Series D Redeemable Convertible Preferred Stock ("Series D Preferred Stock") automatically converted into 0.224084614 shares of Common Stock of the Issuer ("Common Stock") upon the closing of the Issuer's initial public offering of Common Stock. The Series D Preferred Stock had no expiration date.
F2	Represents (i) 173,704 shares of Series D Preferred Stock beneficially owned by the Master Fund (defined below), which converted into 38,924 shares of Common Stock, (ii) 2,769,271 shares of Series D Preferred Stock beneficially owned by Fund IV (defined below), which converted into 620,551 shares of Common Stock, and (iii) 2,320,797 shares of Series D Preferred Stock beneficially owned by Fund V (defined below), which converted into 520,054 shares of Common Stock.
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 4 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.
F4	Represents shares of Common Stock purchased for the account of the Master Fund.