Vijay Satyanand Pande - 27 Sep 2024 Form 4 Insider Report for BioAge Labs, Inc. (BIOA)

Role
Director
Signature
/s/ Dov A. Goldstein as attorney-in-fact
Issuer symbol
BIOA
Transactions as of
27 Sep 2024
Net transactions value
+$16,200,000
Form type
4
Filing time
27 Sep 2024, 16:28:00 UTC
Previous filing
25 Sep 2024
Next filing
03 Oct 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BIOA Common Stock Conversion of derivative security +855,972 855,972 27 Sep 2024 AH Bio Fund I, L.P. F1, F2, F3, F4
transaction BIOA Common Stock Conversion of derivative security +413,100 +48% 1,269,072 27 Sep 2024 AH Bio Fund I, L.P. F2, F3, F4, F5
transaction BIOA Common Stock Conversion of derivative security +189,609 189,609 27 Sep 2024 AH Bio Fund III, L.P. F3, F4, F6, F7
transaction BIOA Common Stock Conversion of derivative security +655,294 655,294 27 Sep 2024 AH Bio Fund IV, L.P. F3, F4, F8, F9
transaction BIOA Common Stock Purchase $16,200,000 +900,000 $18.00 900,000 27 Sep 2024 Andreessen Horowitz LSV Fund III, L.P. F3, F4, F10

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 A-1 Preferred Stock Conversion of derivative security -3,819,863 -100% 0 27 Sep 2024 Common Stock 855,972 AH Bio Fund I, L.P. F1, F2, F3, F4
transaction BIOA Series B Preferred Stock Conversion of derivative security -1,843,502 -100% 0 27 Sep 2024 Common Stock 413,100 AH Bio Fund I, L.P. F2, F3, F4, F5
transaction BIOA Series C Preferred Stock Conversion of derivative security -846,152 -100% 0 27 Sep 2024 Common Stock 189,609 AH Bio Fund III, L.P. F3, F4, F6, F7
transaction BIOA Series D Preferred Stock Conversion of derivative security -2,924,318 -100% 0 27 Sep 2024 Common Stock 655,294 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, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series A-1 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 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; (iii) AH EP Bio IV; (iv) AH EP LSV III; and (v) AH EP 2022 Annual (collectively, the "AH 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 Fund Entities.
F4 The reporting person serves as one of the members of the AH 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 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, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock automatically converted 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, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series C Convertible Preferred Stock automatically converted 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, 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.
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"). 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.
F10 The securities reported in this row are held by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and, collectively with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III") is the general partner of AH LSV Fund III and AH LSV Fund III-B and may be deemed to exercise voting and investment discretion with respect to securities directly held by them. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual") is the general partner of AH 2022 Annual and may be deemed to exercise voting and investment discretion with respect to securities directly held by it. The AH Bio Fund I Entities, the AH Bio Fund III Entities, the AH Bio Fund IV Entities and the AH LSV Fund III Entities are collectively referred to herein as the "AH Fund Entities."