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Cormorant Asset Management, LP and Bihua Chen report beneficial ownership of BioAge Labs, Inc. common stock on an amended Schedule 13G. They collectively report beneficial ownership of 2,390,605 shares of common stock, representing 5.38% of the class.
All 2,390,605 shares are reported with shared voting power and shared dispositive power, with no sole voting or dispositive power. The percentage is calculated using 44,452,734 shares of BioAge Labs common stock outstanding as of May 1, 2026, as disclosed in the company’s Quarterly Report for the period ended March 31, 2026.
Key Figures
Beneficially owned shares:2,390,605 sharesPercent of class:5.38%Shares outstanding:44,452,734 shares+2 more
5 metrics
Beneficially owned shares2,390,605 sharesBioAge Labs common stock reported by Cormorant Asset Management and Bihua Chen
Percent of class5.38%Ownership percentage of BioAge Labs common stock
Shares outstanding44,452,734 sharesBioAge Labs common stock outstanding as of May 1, 2026
Shared voting power2,390,605 sharesShares over which reporting persons share voting power
Shared dispositive power2,390,605 sharesShares over which reporting persons share dispositive power
Key Terms
beneficial owner, shared voting power, shared dispositive power, Percent of class, +1 more
5 terms
beneficial ownerregulatory
"admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 2,390,605.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 2,390,605.00"
Percent of classfinancial
"Percent of class: 5.38%"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
Schedule 13Gregulatory
"for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in BioAge Labs (BIOA) does Cormorant Asset Management report?
Cormorant Asset Management and Bihua Chen report beneficial ownership of 2,390,605 shares of BioAge Labs common stock, representing 5.38% of the outstanding class, based on 44,452,734 shares outstanding as of May 1, 2026.
Does Cormorant Asset Management have voting control over its BIOA shares?
They report shared voting power over 2,390,605 shares and no sole voting power. This means voting decisions for these BioAge Labs shares are made jointly, rather than solely by one reporting person.
What dispositive power over BIOA shares is reported by Cormorant Asset Management?
The filers report shared dispositive power over 2,390,605 shares and no sole dispositive power. Dispositive power refers to the authority to determine whether and how the BioAge Labs shares are sold or otherwise transferred.
How was the 5.38% ownership of BIOA calculated in this filing?
The 5.38% figure is based on the filers’ 2,390,605 shares relative to 44,452,734 shares of BioAge Labs common stock outstanding as of May 1, 2026, as disclosed in BioAge’s Quarterly Report for the quarter ended March 31, 2026.
Who are the reporting persons in this BIOA Schedule 13G/A filing?
The reporting persons are Cormorant Asset Management, LP, a Delaware limited partnership and investment adviser to certain funds, and Bihua Chen, who reports with respect to the same 2,390,605 shares held by those funds.
Does the filing state that Cormorant or Bihua Chen are beneficial owners of all BIOA shares reported?
The filing explicitly states it should not be construed as an admission that any reporting person is, for purposes of Section 13 of the Exchange Act, the beneficial owner of the BioAge Labs shares reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
BioAge Labs, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
09077V100
(CUSIP Number)
06/30/2026
(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
2,390,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,390,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,390,605.00
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)
5.38 %
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
2,390,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,390,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,390,605.00
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)
5.38 %
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, 50th 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:
2,390,605
(b)
Percent of class:
5.38%
(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:
2,390,605
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,390,605
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the Securities and Exchange Commission on May 8, 2026, that there were 44,452,734 shares of Common Stock of the Issuer outstanding as of May 1, 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:
08/14/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
08/14/2026
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.
