AH Capital Management Files 13D for BioAge Labs

TL;DR

**AH Capital Management now holds significant stake in BioAge Labs, Inc. (BAGE) - 13D filing.**

AI Summary

On October 4, 2024, AH Capital Management, L.L.C. and its affiliates, including AH Bio Fund I, L.P., filed a Schedule 13D regarding their holdings in BioAge Labs, Inc. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company. The filing was made under the Securities Exchange Act of 1934.

Why It Matters

This filing signals a substantial investment or change in control interest by AH Capital Management in BioAge Labs, potentially impacting the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist intentions or significant stake-building, which can lead to increased volatility and strategic shifts for the target company.

Key Players & Entities

• AH Capital Management, L.L.C. (company) — Filing entity
• BioAge Labs, Inc. (company) — Subject company
• AH Bio Fund I, L.P. (company) — Affiliated filing entity
• Marc Andreessen (person) — Group member
• Benjamin Horowitz (person) — Group member

FAQ

Key Financial Figures

• $0.00001 — Inc. (Name of Issuer) Common stock, $0.00001 par value per share (Title of Class o
• $9,499,998.28 — A-1 Preferred Stock from the Issuer for $9,499,998.28 in the aggregate. Direct Purchase of S
• $5,669,874.76 — s B Preferred Stock from the Issuer for $5,669,874.76 in the aggregate. Direct Purchase of S
• $4,999,996.79 — s C Preferred Stock from the Issuer for $4,999,996.79 in the aggregate. Direct Purchase of S
• $9,999,997.84 — s D Preferred Stock from the Issuer for $9,999,997.84 in the aggregate. Conversion of Prefer
• $18.00 — ck from the underwriters in the IPO for $18.00 per share, or $16,200,000.00 in the agg
• $16,200,000.00 — ers in the IPO for $18.00 per share, or $16,200,000.00 in the aggregate. Such purchases occurr
• $19.73 — 126,793 shares at a weighted average of $19.73 per share, or $2,501,071.37 in the aggr
• $2,501,071.37 — eighted average of $19.73 per share, or $2,501,071.37 in the aggregate, in open market purcha
• $19.49 — s were purchased at prices ranging from $19.49 to $20.00. The Reporting Persons undert
• $20.00 — chased at prices ranging from $19.49 to $20.00. The Reporting Persons undertake to pro
• $1,323,925.34 — eighted average of $19.73 per share, or $1,323,925.34 in the aggregate, in open market purcha
• $19.50 — s were purchased at prices ranging from $19.50 to $19.95. The Reporting Persons undert
• $19.95 — chased at prices ranging from $19.50 to $19.95. The Reporting Persons undertake to pro
• $19.90 — 25,306 shares at a weighted average of $19.90 per share, or $503,479.18 in the aggreg

Filing Documents

• tm2425664d1_sc13d.htm (SC 13D) — 200KB
• 0001104659-24-106374.txt ( ) — 202KB

Security and Issuer

Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.00001 par value (“Common Stock”) of BioAge Labs, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1445A South 50th Street, Richmond, California 94804. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by AH Bio Fund I, L.P., a Delaware limited partnership (“AH Bio I”), AH Bio Fund III, L.P., a Delaware limited partnership (“AH Bio III”), AH Bio Fund IV, L.P., a Delaware limited partnership (“AH Bio IV”), Andreessen Horowitz LSV Fund III, L.P., a Delaware limited partnership (“AH LSV Fund III”), AH Equity Partners Bio I, L.L.C., a Delaware limited liability company (“AH EP Bio I”), AH Equity Partners Bio III, L.L.C., a Delaware limited liability company (“AH EP Bio III”), AH Equity Partners Bio IV, L.L.C., a Delaware limited liability company (“AH EP Bio IV”), AH Equity Partners LSV III, L.L.C., a Delaware limited liability company (“AH EP LSV III”), Marc Andreessen (“Andreessen”) and Benjamin Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.” AH EP Bio I is the general partner of AH Bio I and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Bio I for itself and as nominee for AH Bio I-B. Andreessen and Horowitz are managing members of AH EP Bio I and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Bio I for itself and as nominee. AH EP Bio III is the general partner of AH Bio III and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Bio III for itself and as nominee for the AH Bio III Entities. Andreessen and Horowitz are managing members of AH EP Bio III and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Bio III for itself and as nominee. AH EP Bio IV is the general partner of AH Bio IV and may be deemed to have sole power to vote and

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Direct Purchase of Series A-1 Preferred Stock On June 14, 2017, AH Bio I entered into a Series A-1 Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Bio I purchased, for itself and as nominee, 3,819,863 shares of Series A-1 Preferred Stock from the Issuer for $9,499,998.28 in the aggregate. Direct Purchase of Series B Preferred Stock On December 7, 2018, AH Bio I entered into a Series B Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Bio I purchased, for itself and as nominee, 1,843,502 shares of Series B Preferred Stock from the Issuer for $5,669,874.76 in the aggregate. Direct Purchase of Series C Preferred Stock On October 27, 2020, AH Bio III entered into a Series C Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Bio III purchased, for itself and as nominee, 846,152 shares of Series C Preferred Stock from the Issuer for $4,999,996.79 in the aggregate. Direct Purchase of Series D Preferred Stock On February 1, 2024, AH Bio IV entered into a Series D Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Bio IV purchased, for itself and as nominee, 2,924,318 shares of Series D Preferred Stock from the Issuer for $9,999,997.84 in the aggregate. Conversion of Preferred Stock In connection with the closing of the Issuer’s initial public offering on September 27, 2024 (the “IPO”), each share of the Issuer’s Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock was automatically converted into shares of the Issuer’s Common Stock at a ratio of 1-for-0.224084614. Purchase in IPO On September 27, 2024, AH LSV Fund III purchased, for itself and as nominee, 900,000 shares of the Issuer’s Common Stoc

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 a

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View this SC 13D filing on SEC EDGAR