Sec Form 3 Filing - Cormorant Asset Management, LP @ BioAge Labs, Inc. - 2024-09-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cormorant Asset Management, LP 2. Issuer Name and Ticker or Trading Symbol BioAge Labs, Inc. [ BIOA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 52ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2024 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 5,263,772 ( 2 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cormorant Asset Management, LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Cormorant Private Healthcare Fund IV LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Cormorant Private Healthcare Fund V LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA02116 X Signatures CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member 09/25/2024 Signature of Reporting Person Date CORMORANT PRIVATE HEALTHCARE FUND IV, LP By: Cormorant Private Healthcare GP IV, LLC, its General Partner By: /s/ Bihua Chen, Managing Member 09/25/2024 Signature of Reporting Person Date CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC, its General Partner By: /s/ Bihua Chen, Managing Member 09/25/2024 Signature of Reporting Person Date BIHUA CHEN By: /s/ Bihua Chen, Individually 09/25/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Series D Redeemable Convertible Preferred Stock ("Series D Preferred Stock") is currently convertible into, and upon the closing of the Issuer's initial public offering of Common Stock will automatically convert into, 0.224084614 shares of Common Stock. The Series D Preferred Stock has no expiration date. ( 2 )Represents (i) 173,704 shares of Series D Preferred Stock beneficially owned by the Master Fund (defined below), (ii) 2,769,271 shares of Series D Preferred Stock beneficially owned by Fund IV (defined below) and (iii) 2,320,797 shares of Series D Preferred Stock beneficially owned by Fund V (defined below). ( 3 )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 3 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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