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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) |
(CUSIP Number) |
05/15/2026 (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)
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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. |
| 1 | Names of Reporting Persons
Khosla Ventures VI, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
437,152.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Relating to Item 2 of this page: The general partner of Khosla Ventures VI, LP ("KV VI") is Khosla Ventures Associates VI, LLC ("KVA VI"). VK Services, LLC ("VK Services") is the sole manager of KVA VI. Vinod Khosla ("Mr. Khosla") is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Mr. Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVA VI and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 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)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,361,550.00 | ||||||||
| 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)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Relating to Item 2 of this page: The general partner of Khosla Ventures Opportunity I, LP ("KV Opp I") is Khosla Ventures Opportunity Associates I, LLC ("KVOA I"). VK Services is the sole manager of KVOA I. Mr. Khosla is the managing member of VK Services. Each of Mr. 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 Mr. Khosla, VK Services, and KVOA I may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVOA I and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 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)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
437,152.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Relating to Item 2 of this page: The general partner of KV VI is KVA VI. VK Services is the sole manager of KVA VI. Mr. Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Mr. Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVA VI and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 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)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,361,550.00 | ||||||||
| 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)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Relating to Item 2 of this page: The general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVOA I. Mr. Khosla is the managing member of VK Services. Each of Mr. 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 Mr. Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVOA I and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
VK Services, LLC | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,702.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Relating to Item 2 of this page: 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. Mr. Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA VI possesses power to direct the voting and disposition of the shares owned by KV VI, and each of Mr. Khosla, VK Services and KVA VI may be deemed to have indirect beneficial ownership of such shares. Each of Mr. 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 Mr. Khosla, VK Serices, and KVOA I may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KV VI, KVOA I, and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vinod Khosla | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,702.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Relating to Item 2 of this page: The general partner of KV VI is KVA VI. The general partner of KV Opp I is KVOA I. VK Services is the sole manager of KVA VI and KVOA I. Mr. Khosla is the managing member of VK Services. Each of Mr. 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 Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Mr. 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 Mr. Khosla, VK Services and KVOA I may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVA VI, KVOA I and Mr. Khosla hold no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.
Relating to Item 11 of this page: The percentages set forth on the cover pages are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026.
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, California 94608 | |
| Item 2. | ||
| (a) | Name of person 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 ("Mr. Khosla") | |
| (b) | Address or principal business office or, if none, residence:
Khosla Ventures, 2128 Sand Hill Road, Menlo Park, California 94025 | |
| (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
Mr. Khosla - United States of America | |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
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| 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:
See responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See responses to Item 11 on the attached cover pages, which are calculated based on 44,452,734 shares of Common Stock outstanding as of May 1, 2026, which is the total number of shares of Common Stock outstanding as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 8, 2026. This Amendment No. 1 is being filed to reflect the change in percentage ownership previously reported solely as a result of the change in the outstanding Common Stock reported on such Form 10-Q as of May 8, 2026. The Reporting Persons have no other changes to the Reporting Persons' ownership or to the information previously reported and are making a voluntary filing to report that the Reporting Persons' ownership has decreased below 5%. %
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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:
See responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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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Exhibit Information
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24.1 Power of Attorney for Vinod Khosla
99.1 Agreement regarding joint filing of Schedule 13G |