James Healy - Sep 25, 2024 Form 4 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 $
$11,999,970
Form type
4
Date filed
9/27/2024, 04:22 PM
Previous filing
Jul 30, 2024
Next filing
Oct 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BIOA Common Stock Conversion of derivative security +1.64M 1.64M Sep 27, 2024 Sofinnova Venture Partners XI, L.P. F1, F2, F3
transaction BIOA Common Stock Purchase $10.6M +589K +35.95% $18.00 2.23M Sep 27, 2024 Sofinnova Venture Partners XI, L.P. F2, F3, F4
transaction BIOA Common Stock Purchase $200K +11.1K $18.00 11.1K Sep 27, 2024 Sofinnova Synergy Master Fund LP F3, F5
transaction BIOA Common Stock Purchase $330K +18.4K $18.00 18.4K Sep 27, 2024 CRESTLINE SUMMIT MASTER, SPC - CRESTLINE SUMMIT APEX SP F3, F6
transaction BIOA Common Stock Purchase $393K +21.8K $18.00 21.8K Sep 27, 2024 Crestline Summit Master, SPC - PEAK SP F3, F7
transaction BIOA Common Stock Purchase $477K +26.5K $18.00 26.5K Sep 27, 2024 CRESTLINE SUMMIT PINNACLE MASTER, L.P. F3, F8

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 Stock Option (Right to Buy) Award $0 +15K $0.00 15K Sep 25, 2024 Common Stock 15K $18.00 Direct F9
transaction BIOA Series D Preferred Stock Conversion of derivative security -7.31M -100% 0 Sep 27, 2024 Common Stock 1.64M Sofinnova Venture Partners XI, L.P. F1, F2, F3
* 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, 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.
F2 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.
F3 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.
F4 Represents shares purchased from the Issuer in a private placement transaction.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.