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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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BIOAGE LABS, INC. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
09077V100 (CUSIP Number) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 09077V100 |
| 1 | Names of Reporting Persons
Kristen Fortney | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,704,736.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The amount reported in rows 5 and 7 includes: (i) 1,210,056 shares of the Common Stock of BioAge Labs, Inc. (the "Issuer") directly beneficially owned by Kristen Fortney ("Dr. Fortney") and (ii) employee stock options to purchase up to 1,459,187 additional shares of Common Stock of the Issuer, which are directly beneficially owned by Dr. Fortney.
The amount reported in row 8 represents employee stock options to purchase up to 35,493 shares of the Issuer's Common Stock which are directly beneficially owned by Dr. Fortney's spouse, Justin Rebo, who has voting rights over such securities.
The percentage set forth in row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended, and based on an aggregate total of 35,855,037 shares of the Issuer's Common Stock outstanding as of October 31, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| 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:
Kristen Fortney ("Dr. Fortney" or the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is:
5885 Hollis Street, Suite 370
Emeryville, CA 94608 | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States of America. | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of December 31, 2025, Dr. Fortney may be deemed to beneficially own an aggregate total of 2,704,736 shares of the capital stock of BioAge Labs, Inc. (the "Issuer"), which consist of: (i) 1,210,056 shares of the Common Stock of the Issuer directly beneficially owned by Dr. Fortney; (ii) employee stock options to purchase up to 1,459,187 additional shares of Common Stock of the Issuer directly beneficially owned by Dr. Fortney, which were either vested as of, or capable of vesting within 60 days following, December 31, 2025, or are otherwise capable of being exercised for shares pursuant to an early exercise provision of the relevant stock option award agreement by and between Dr. Fortney and the Issuer; and (iii) 35,493 shares of the Common Stock of the Issuer underlying employee stock options which were either vested as of, or capable of vesting within 60 days following, December 31, 2025, and which are directly beneficially owned by Dr. Fortney's spouse, Justin Rebo, who has voting rights over such securities. | |
| (b) | Percent of class:
As of December 31, 2025, the Reporting Person may be deemed to beneficially own an aggregate total of 7.2% of the Issuer's outstanding Common Stock.
The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 35,855,037 shares of the Issuer's Common Stock outstanding as of October 31, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,669,243 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,669,243 | ||
| (iv) Shared power to dispose or to direct the disposition of:
35,493 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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