Vijay Satyanand Pande - Sep 25, 2024 Form 3 Insider Report for BioAge Labs, Inc. (BIOA)

Role: Director
Signature: /s/ Dov A. Goldstein as attorney-in-fact
Stock symbol: BIOA
Transactions as of: Sep 25, 2024
Transactions value $: $0
Form type: 3
Date filed: 9/25/2024, 04:56 PM
Previous filing: Jun 17, 2024
Next filing: Sep 27, 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 A-1 Preferred Stock							Sep 25, 2024	Common Stock	856K		AH Bio Fund I, L.P.	F1, F2, F3, F4
holding	BIOA	Series B Preferred Stock							Sep 25, 2024	Common Stock	413K		AH Bio Fund I, L.P.	F2, F3, F4, F5
holding	BIOA	Series C Preferred Stock							Sep 25, 2024	Common Stock	190K		AH Bio Fund III, L.P.	F3, F4, F6, F7
holding	BIOA	Series D Preferred Stock							Sep 25, 2024	Common Stock	655K		AH Bio Fund IV, L.P.	F3, F4, F8, F9

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series A-1 Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series A-1 Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F2	The securities reported in this row are held by AH Bio Fund I, L.P. for itself and as nominee for AH Bio Fund I-B, L.P. (collectively, the "AH Bio Fund I Entities"). AH Equity Partners Bio I, L.L.C. ("AH EP Bio I") is the general partner of the AH Bio Fund I Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.
F3	The managing members of each of: (i) AH EP Bio I; (ii) AH EP Bio III; and (iii) AH EP Bio IV (collectively, the "AH Bio GP Entities") are Marc Andreessen and Ben Horowitz, and each of them may be deemed to share voting and investment discretion with respect to securities directly held by the AH Bio Fund Entities.
F4	The reporting person serves as one of the members of the AH Bio GP Entities, but he disclaims the existence of a "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and disclaims beneficial ownership of the securities directly held by the AH Bio Fund Entities, and this report shall not be deemed an admission that he is the beneficial owner of the securities reported herein for purposes of Section 16 of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.
F5	Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series B Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F6	Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series C Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series C Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F7	The securities reported in this row are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.
F8	Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series D Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series D Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F9	The securities reported in this row are held by AH Bio Fund IV, L.P., for itself and as nominee for: (i) AH Bio Fund IV-B, L.P.; (ii) AH 2022 Annual Fund, L.P.; (iii) AH 2022 Annual Fund-B, L.P.; (iv) AH 2022 Annual Fund-QC, L.P.; and (v) CLF Partners III, LP (collectively, the "AH Bio Fund IV Entities" and, together with the AH Bio Fund I Entities and the AH Bio Fund III Entities, the "AH Bio Fund Entities"). AH Equity Partners Bio IV, L.L.C. ("AH EP Bio IV") is the general partner of the AH Bio Fund IV Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.