BioAge Labs, Inc. Schedule 13G/A amendment shows Cormorant Asset Management and Bihua Chen report beneficial ownership of 2,890,605 shares, representing 6.51% of common stock. The filing cites 44,379,753 shares outstanding as of March 19, 2026. The statement is a joint filing and notes shared voting and dispositive power over the reported shares.
Positive
None.
Negative
None.
Insights
Institutional holder reports a 6.51% stake with shared control.
The filing records 2,890,605 shares beneficially owned by Cormorant Funds and attributes shared voting and dispositive power to the Reporting Persons. The percentage is calculated from 44,379,753 shares outstanding as of March 19, 2026.
Because this is a passive/beneficial ownership disclosure under a Schedule 13G/A amendment, the practical implications depend on future filings or transactions; subsequent amendments would show any change in position.
Key Figures
Beneficially owned shares:2,890,605 sharesPercent of class:6.51%Shares outstanding:44,379,753 shares+2 more
5 metrics
Beneficially owned shares2,890,605 sharesAmount reported by Cormorant Asset Management/Bihua Chen
Percent of class6.51%Calculated using shares outstanding as of March 19, 2026
Shares outstanding44,379,753 sharesShares outstanding as of March 19, 2026 (source: issuer 10-K cited)
Signature dateMay 15, 2026Date the Reporting Person signed the amendment
Key Terms
Schedule 13G/A, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"This statement is filed by (i) Cormorant Asset Management, LP"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipregulatory
"Amount beneficially owned: 2,890,605 (b) Percent of class: 6.51%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
What stake does Cormorant Asset Management report in BIOA?
Cormorant Asset Management reports 2,890,605 shares, equal to 6.51% of the company. This figure is tied to the issuer's reported 44,379,753 shares outstanding as of March 19, 2026, per the filing's calculation basis.
Does the filing show who controls the voting of the BIOA shares?
The filing states the Reporting Persons have shared voting power and shared dispositive power over the shares. It records 0 sole voting power and 2,890,605 shared voting, per the Schedule 13G/A text.
What document and dates underpin the percentage calculation in this 13G/A?
The percentage is calculated using the issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, noting 44,379,753 shares outstanding as of March 19, 2026, as cited in the filing.
Is this a joint filing and who signed the Schedule 13G/A amendment?
Yes. The statement is a joint filing by Cormorant Asset Management, LP and Bihua Chen. The filing is signed by Bihua Chen as Managing Member on May 15, 2026.
Does the filing indicate whether the reported position is active trading or passive investment?
The filing does not state active trading intent; it is a Schedule 13G/A amendment reporting beneficial ownership. The document identifies the filer as the investment adviser to certain funds, implying an institutional holding.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
BioAge Labs, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
09077V100
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
09077V100
1
Names of Reporting Persons
Cormorant Asset Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,890,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,890,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,890,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.51 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
09077V100
1
Names of Reporting Persons
Bihua Chen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,890,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,890,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,890,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.51 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BioAge Labs, Inc.
(b)
Address of issuer's principal executive offices:
5885 Hollis Street, Suite 370, Emeryville, CA 94608
Item 2.
(a)
Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(c)
Citizenship:
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
09077V100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,890,605
(b)
Percent of class:
6.51%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,890,605
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,890,605
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 24, 2026, that there were 44,379,753 shares of Common Stock of the Issuer outstanding as of March 19, 2026.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
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.
Cormorant Asset Management, LP
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen, Managing Member
Date:
05/15/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
05/15/2026
Exhibit Information
Joint Filing Statement, incorporated by reference to the Joint Filing Statement included with the Schedule 13G filed by the Reporting Persons on February 14, 2025.
