Sec Form 13G Filing - Khosla Ventures VI L.P. filing for BioAge Labs Inc. (BIOA) - 2024-11-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Khosla Ventures VI, LP

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 437,152 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 437,152 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 437,152 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

&#x 2002;1.2% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

This statement on Schedule 13G is filed by Khosla Ventures VI, LP (“KV VI”), Khosla Ventures Opportunity I, LP (“KV Opp I”), Khosla Ventures Associates VI, LLC (“KVA VI”), Khosla Ventures Opportunity Associates I, LLC (“KVOA I”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with KV VI, KV Opp I, KVA VI, KVOA I and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV VI. The general partner of KV VI is KVA VI. VK Services is the sole manager of KVA VI. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of KVA VI, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

 NAMES OF REPORTING PERSONS

 Khosla Ventures Opportunity I, LP

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,361,550 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,361,550 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,361,550 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.8% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 PN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares are owned by KV Opp I. The general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVOA I. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVOA I possesses power to direct the voting and disposition of the shares owned by KV Opp I, and each of Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

 NAMES OF REPORTING PERSONS

 Khosla Ventures Associates VI, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 437,152 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 437,152 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 437,152 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.2% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVA VI are comprised of Common Stock held by KV VI. The general partner of KV VI is KVA VI. VK Services is the sole manager of KVA VI. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. KVA VI holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

 NAMES OF REPORTING PERSONS

 Khosla Ventures Opportunity Associates I, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,361,550 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,361,550 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,361,550 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 3.8% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by KVOA I are comprised of Common Stock held by KV Opp I. The general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVOA I. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVOA I possesses power to direct the voting and disposition of the shares owned by KV Opp I, and each of Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. KVOA I holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

 NAMES OF REPORTING PERSONS

 VK Services, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware, United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,798,702 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,798,702 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,798,702 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by VK Services are comprised of shares of Common Stock held by KV VI and KV Opp I. The general partner of KV VI is KVA VI and the general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVA VI and KVOA I. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVOA I possesses power to direct the voting and disposition of the shares owned by KV Opp I, and each of Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. VK Services holds no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

 NAMES OF REPORTING PERSONS

 Vinod Khosla

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☒ (1)

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,798,702 (2)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,798,702 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,798,702 (2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0% (3)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 IN

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares beneficially owned by Khosla are comprised of Common Stock held by KV VI and KV Opp I. The general partner of KV VI is KVA VI and the general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVA VI, and KVOA I. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVOA I possesses power to direct the voting and disposition of the shares owned by KV Opp I, and each of Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. Khosla and VK Services hold no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person(s) Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which such persons have:

KV VI

KV Opp 1

KVA VI

KVOA I

VK Services

Khosla

Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G currently beneficially owned by the Reporting Persons.

All of the shares beneficially owned by VK Services and Khosla are comprised of Common Stock held by KV VI and KV Opp I. The general partner of KV VI is KVA VI and the general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVA VI and KVOA I. Khosla is the managing member of VK Services. Each of Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Each of Khosla, VK Services and KVOA I possesses power to direct the voting and disposition of the shares owned by KV Opp I, and each of Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. Khosla and VK Services h old no shares of the Issuer directly.

The percentages set forth on the cover sheets are calculated based on 35,848,738 shares of Common Stock as set forth in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2024.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla