SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pande Vijay Satyanand (Last) (First) (Middle) C/O BIOAGE LABS, INC. 1445A SOUTH 50TH STREET (Street) RICHMOND CA 94804 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/25/2024	3. Issuer Name and Ticker or Trading Symbol BioAge Labs, Inc. [ BIOA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	(1)	Common Stock	855,972	(1)	I	AH Bio Fund I, L.P.(2)(3)(4)
Series B Preferred Stock	(5)	(5)	Common Stock	413,100	(5)	I	AH Bio Fund I, L.P.(2)(3)(4)
Series C Preferred Stock	(6)	(6)	Common Stock	189,609	(6)	I	AH Bio Fund III, L.P.(3)(4)(7)
Series D Preferred Stock	(8)	(8)	Common Stock	655,294	(8)	I	AH Bio Fund IV, L.P.(3)(4)(9)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Dov A. Goldstein as attorney-in-fact	09/25/2024
	** Signature of Reporting Person	Date
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