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July 18, 2024
Kristen Fortney, Ph.D.
Chief Executive Officer
BioAge Labs, Inc.
1445A South 50th Street
Richmond, California 94804
Re: BioAge Labs, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 3, 2024
CIK No. 0001709941
Dear Kristen Fortney Ph.D.:
We have reviewed your amended draft registration statement and have the
following
comments.
Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
June 28, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
We are also developing orally available, brain-penetrant inhibitors of NLRP3, a
key target for
neuroinflammation, page 7
1. We note your response to prior comment 6, including your revised
disclosure on page
145. Please provide in the prospectus summary the basis for the
statement that
"[i]nactivation of NLRP3 in mice has been shown to significantly extend
lifespan,
and sustain physical and cognitive function." In addition, please
quantify the mice tested
in the prospectus summary.
July 18, 2024
Page 2
Risk Factors
Risks Related to Our Reliance on Third Parties
The manufacture of pharmaceutical products, including our product candidates .
.. ., page 42
2. We note your response to prior comment 7 and your revised disclosure on
page 44 noting
that the "BIOSECURE ACT defines a 'biotechnology company of concern' to
include . . .
[WuXi]" and that you are "presently party to agreements with WuXi,
pursuant to which
WuXi provides development and manufacturing services to [you]." We also
note your
disclosure that you "may be unable to enter into additional agreements
with third-party
manufacturers or suppliers[.]" To the extent you may be unable to
replace certain
agreements with WuXi, please consider whether you are substantially
dependent on
them and whether they are required to be filed pursuant to Item
601(b)(10)(ii)(B) of
Regulation S-K.
Business
Indication expansion opportunities, page 143
3. We note your response to prior comment 16 and re-issue in part. Please
disclose who
conducted the third-party cross-over trial, whether it was preclinical
or clinical, and
specify the third-party preclinical literature. In addition, please
provide a basis for your
claim that the "evidence indicating apelin has the potential to directly
improve insulin
sensitivity and glucose control" is "robust." In this regard, we note
your reference to
one "small . . . cross-over trial" and "third-party preclinical
literature."
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