UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BioAge Labs, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
09077V100
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
Khosla Ventures VI, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
437,152 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
437,152 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,152 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
Khosla Ventures Opportunity I, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,361,550 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,361,550 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,361,550 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
Khosla Ventures Associates VI, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
437,152 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
437,152 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,152 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
Khosla Ventures Opportunity Associates I, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,361,550 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,361,550 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,361,550 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
VK Services, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,798,702 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,798,702 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,798,702 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| CUSIP No: 09077V100 |
| 1 |
NAMES OF REPORTING PERSONS
Vinod Khosla | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,798,702 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,798,702 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,798,702 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| Item 1(a). | Name of Issuer: |
BioAge Labs, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1445A South 50th Street
Richmond, CA 94804
| Item 2(a). | Name of Person(s) Filing: |
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”)
Vinod Khosla (“Khosla”)
| Item 2(b). | Address of Principal Business Office: |
Khosla Ventures
2128 Sand Hill Road
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
| KV VI | Delaware, United States of America | |
| KV Opp I | Delaware, United States of America | |
| KVA VI | Delaware, United States of America | |
| KVOA I | Delaware, United States of America | |
| VK Services | Delaware, United States of America | |
| Khosla | United States of America |
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.00001 per share.
| Item 2(e). | CUSIP Number: |
09077V100
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of November 14, 2024:
| Reporting Persons | Shares Held Directly |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership(1) |
Percent of Class (1, 3) |
|||||||||||||||||||||
| KV VI |
437,152 | 0 | 437,152 | 0 | 437,152 | 437,152 | 1.2 | % | ||||||||||||||||||||
| KV Opp 1 |
1,361,550 | 0 | 1,361,550 | 0 | 1,361,550 | 1,361,550 | 3.8 | % | ||||||||||||||||||||
| KVA VI |
0 | 0 | 437,152 | 0 | 437,152 | 437,152 | 1.2 | % | ||||||||||||||||||||
| KVOA I |
0 | 0 | 1,361,550 | 0 | 1,361,550 | 1,361,550 | 3.8 | % | ||||||||||||||||||||
| VK Services |
0 | 0 | 1,798,702 | 0 | 1,798,702 | 1,798,702 | 5.0 | % | ||||||||||||||||||||
| Khosla |
0 | 0 | 1,798,702 | 0 | 1,798,702 | 1,798,702 | 5.0 | % | ||||||||||||||||||||
| (1) | 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. |
| (2) | 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 hold no shares of the Issuer directly. |
| (3) | 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. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certifications: |
Not applicable.
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.
Dated: November 14, 2024
| KHOSLA VENTURES VI, LP | ||
| By: | Khosla Ventures Associates VI, LLC, a Delaware limited liability company and general Partner of Khosla Ventures VI, LP | |
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Managing Member | ||
| KHOSLA VENTURES OPPORTUNITY I, LP | ||
| By: | Khosla Ventures Opportunity Associates I, LLC, a Delaware limited liability company and general Partner of Khosla Ventures Opportunity I, LP | |
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Managing Member | ||
| KHOSLA VENTURES ASSOCIATES VI, LLC | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Managing Member | ||
| KHOSLA VENTURES OPPORTUNITY ASSOCIATES I, LLC | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Manager | ||
| VK SERVICES, LLC | ||
| By: | /s/ Vinod Khosla | |
| Vinod Khosla, Manager | ||
| /s/ Vinod Khosla | ||
| Vinod Khosla | ||
| Exhibit(s): | ||
| 99.1: | Joint Filing Statement | |