Sofinnova Group Discloses Stake in BioAge Labs

TL;DR

Sofinnova XI now has a big stake in BioAge Labs. Watch this space.

AI Summary

On September 30, 2024, Sofinnova Venture Partners XI, L.P. and its group members, including Dr. James I. Healy and Dr. Maha Katabi, reported beneficial ownership of BioAge Labs, Inc. common stock. The filing indicates a change in ownership or control, with the group now holding a significant stake in the company. Specific details on the exact percentage or number of shares are not provided in this excerpt, but the filing is a SC 13D, signaling a substantial investment.

Why It Matters

This filing signals a significant investment by a major venture capital firm in BioAge Labs, potentially influencing the company's strategic direction and future funding rounds.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate activist intentions or significant strategic shifts, which can introduce volatility.

Key Players & Entities

• Sofinnova Venture Partners XI, L.P. (company) — Filing entity
• Dr. James I. Healy (person) — Group member
• Dr. Maha Katabi (person) — Group member
• BioAge Labs, Inc. (company) — Subject company
• Sofinnova Management XI, L.L.C. (company) — Group member
• Sofinnova Management XI, L.P. (company) — Group member
• Nathalie Auber (person) — Contact person for Sofinnova Investments, Inc.

FAQ

Key Financial Figures

• $0.00001 — Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securitie
• $3.4196 — from the Issuer at a purchase price of $3.4196 per share, or $24,999,998 in the aggreg
• $24,999,998 — purchase price of $3.4196 per share, or $24,999,998 in the aggregate. In connection with th
• $10,600,000 — t (the “Private Placement”) $10,600,000 of the Common Stock contemporaneously w
• $18.00 — from the Issuer at a purchase price of $18.00 per share, or $ 10,599,984 in the aggre
• $200,034 — purchase price of $18.00 per share, or $200,034 in the aggregate. Such purchase occurre
• $330,354 — purchase price of $18.00 per share, or $330,354 in the aggregate. Such purchase occurre
• $392,652 — purchase price of $18.00 per share, or $392,652 in the aggregate. Such purchase occurre
• $476,946 — purchase price of $18.00 per share, or $476,946 in the aggregate. Such purchase occurre

Filing Documents

• tm2425271d1_sc13d.htm (SC 13D) — 128KB
• 0001104659-24-104494.txt ( ) — 129KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. (a) The class of equity securities to which this statement relates is the Common Stock of the Issuer. (b) The Issuer’s principal executive offices are located at 1445A South 50 th Street, Richmond, California 94804.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a)The persons and entities filing this Schedule 13D are SVP XI, SM XI LP, SM XI LLC, Healy, and Katabi. SM XI LP, the general partner of SVP XI, and SM XI LLC, the general partner of SM XI LP, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP XI. (b)The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 3, Suite 150, Menlo Park, California 94025. (c)The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP XI is to make investments in private and public companies, the principal business of SM XI LP is to serve as the general partner of SVP XI, and the principal business of SM XI LLC is to serve as the general partner of SM XI LP. Healy and Katabi are the managing members of SM XI LLC. Healy is a member of the board of directors of the Issuer. (d)During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e)During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f)SVP XI is a Delaware limited partnership. SM XI LP is a Delaware limited partnership. SM XI LLC is a Delaware limited liability company. Healy is a U.S. citizen. Katabi is a Canadian citizen.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In February 2024, SVP XI purchased an aggregate 7,310,796 shares of Series D redeemable convertible preferred stock (the “Series D Shares”) from the Issuer at a purchase price of $3.4196 per share, or $24,999,998 in the aggregate. In connection with the closing of the Issuer’s initial public offering of Common Stock (the “Offering”) on September 27, 2024, the Issuer’s Series D Shares automatically converted into shares of Common Stock on a one-for-0.224084614 basis without payment or additional consideration. On September 25, 2024, SVP XI entered into a share purchase agreement (the “Purchase Agreement”) with the Issuer, pursuant to which the Issuer agreed to issue and sell to SVP XI in a private placement (the “Private Placement”) $10,600,000 of the Common Stock contemporaneously with the Offering. Concurrent with the Offering, SVP XI acquired 588,888 shares of Common Stock from the Issuer at a purchase price of $18.00 per share, or $ 10,599,984 in the aggregate pursuant to the Purchase Agreement. CUSIP NO. 09072Q106 13D Page 8 of 14 In connection with the Offering, Sofinnova Synergy Master Fund LP (“Synergy Fund”) purchased 11,113 shares of Common Stock from the Issuer at a purchase price of $18.00 per share, or $200,034 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on September 26, 2024 with the Securities and Exchange Commission (the “Prospectus”). Sofinnova Synergy GP, LLC (“Synergy GP”) is the general partner of Synergy Fund, and Healy is a managing member of Synergy GP. In connection with the Offering, Crestline Summit Master, SPC – Crestline Summit Apex SP (“Apex SP”) purchased 18,353 shares of Common Stock from the Issuer at a purchase price of $18.00 per share, or $330,354 in

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments . Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a,b)Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 34,167,184 shares of Common Stock outstanding immediately after the Offering and Private Placement, as reported in the Prospectus. CUSIP NO. 09072Q106 13D Page 9 of 14 (c)Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days. (d)Under certain circumstances set forth in the limited partnership agreement of SVP XI, the general partner and limited partners of SVP XI may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. (e)Not applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. SVP XI and Healy have agreed that, without the prior written consent of Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Jefferies LLC , on behalf of the Issuer’s underwriters, they will not, subject to limited exceptions, during the period ending 180 days after the date set forth on the Prospectus offer, sell, contract to sell, pledge, grant any option to purchase, loan, hedge, make any short sale or otherwise transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or with respect to which they have beneficial ownership within the rules and regulations of the Securities and Exchange Commission. Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Annex II to Exhibit 1.1 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-281901), and such description is incorporated herein by reference. SVP XI is a party to an Amended and Restated Investors’ Rights Agreement among the Issuer, SVP XI and other shareholders. Subject to the terms of such Investors’ Rights Agreement, SVP XI can demand that the Issuer file a registration statement or request that its Common Stock be covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances . Such Investors’ Rights Agreement dated as of February 1, 2024 is more fully described in the Prospectus and was filed as Exhibit 4.4 to the Issuer’s Form S-1 Registration Statement (File No. 333-281901 ), and such description is incorporated herein by reference. Healy, in his capacity as a director of the Issuer, along with t

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A Agreement of Joint Filing EXHIBIT B Power of Attorney EXHIBIT C Form of Lock-Up Agreement described in Item 6, filed as Annex II to Exhibit 1.1 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference. EXHIBIT D Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.4 to the Issuer’s Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference. EXHIBIT E Form of Indemnity Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference . EXHIBIT F Form of Purchase Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Form 8-K filed on September 27, 2024 (File No. 001-42279 ) is incorporated herein by reference. CUSIP NO. 09072Q106 13D Page 11 of 14

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 30, 2024 SOFINNOVA VENTURE PARTNERS XI, L.P., a Delaware Limited Partnership By: SOFINNOVA MANAGEMENT XI, L.P., a Delaware Limited Partnership Its: General Partner By: SOFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company Its: General Partner By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact SOFINNOVA MANAGEMENT XI, L.P., a Delaware Limited Partnership By: SOFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company Its: General Partner By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact SOFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact DR. JAMES I. HEALY DR. MAHA KATABI By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact CUSIP NO. 09072Q106 13D Page 12 of 14 EXHIBIT INDEX Exhibit Description A Agreement of Joint Filing B Power of Attorney C Form of Lock-Up Agreement described in Item 6, filed as Annex II to Exhibit 1.1 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference. D Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.4 to the Issuer’s Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference. E Form of Indemnity Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-281901 ) is incorporated herein by reference . F Form of Purchase Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Form 8-K filed on September 27, 2024 (File No. 001-42279 ) is incorporated herein by reference. CUSIP NO. 09072Q106 13D Page 13 of 14 exhibit A Agr

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