Form 4 for BIOA BioAge Labs, Inc.
Accepted 2024-10-01 00:00:00 ET · period of report 2024-09-27 · accession 0000929638-24-003363 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-10-01 | 2024-09-27 | BIOA | Chen Bihua | Former 10% Owner | P - Purchase | $18.00 | +450.0K | 1.63M | +38% | +$8.10M |
| DI | 2024-10-01 | 2024-09-27 | BIOA | Chen Bihua | Former 10% Owner | C - Cnv Deriv | — | +1.18M | 1.18M | New | — |
| DI | 2024-10-01 | 2024-09-27 | BIOA | Chen Bihua | Former 10% Owner | C - Cnv Deriv | — | -5.26M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-09-27 | P | A | 450,000 | $18.00 | 1,629,529 | I See Footnotes | — | — | (F4) Represents shares of Common Stock purchased for the account of the Master Fund. (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. |
| 2 | Common | Common Stock | 2024-09-27 | C | A | 1,179,529 | — | 1,179,529 | I See Footnotes | — | — | (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. |
| 3 | Derivative | Series D Redeemable Convertible Preferred Stock | 2024-09-27 | C | D | 5,263,772 | — | 0 | I See Footnotes | — · — to — | 1,179,529 Common Stock | (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. |