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September 6, 2024
Kristen Fortney, Ph.D.
Chief Executive Officer
BioAge Labs, Inc.
1445A South 50th Street
Richmond, California 94804
Re: BioAge Labs, Inc.
Registration Statement on Form S-1
Filed September 3, 2024
File No. 333-281901
Dear Kristen Fortney Ph.D.:
We have reviewed your registration statement and have the following
comment.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe this comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Certain Relationships and Related Party Transactions
Directed Share Program, page 190
1. We note your disclosure here and elsewhere in your prospectus discussing
your directed
share program. Please expand your disclosure here, and elsewhere as
appropriate, to
address the process that prospective participants will follow to
participate in the program,
the manner in which you will communicate with participants and determine
the amount
each will receive, when and how you will determine the allocation for
the program, and
whether such allocation will change depending on the interest level of
potential
participants, as well as any other material features of the program.
September 6, 2024
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Eric Atallah at 202-551-3663 or Vanessa Robertson at
202-551-3649 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Joshua Gorsky at 202-551-7836 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Julia Forbess