BioAge Labs, Inc.
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
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FY2024 · Filed Mar 20, 2025
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Item 9B. Other Information
10b5-1 Plans
On November 21, 2024, Kristen Fortney, Ph.D., the Company’s Chief Executive Officer and a member of our board of directors, adopted a Rule 10b5-1 trading plan. Dr. Fortney's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the potential sale of up to 233,107 shares of the Company’s common stock held by Dr. Fortney at a minimum price of $18.00 per share until March 24, 2026.
On November 22, 2024, Eric Morgen, M.D., the Company’s Chief Operating Officer and a member of our board of directors, adopted a Rule 10b5-1 trading plan. Dr. Morgen's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the potential sale of up to 58,315 shares of the Company’s common stock held by Dr. Morgen at a minimum price of $18.00 per share until July 31, 2025.
On November 22, 2024, Shane Barton, C.P.A., the Company’s Principal Accounting Officer, adopted a Rule 10b5-1 trading plan. Mr. Barton's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the potential sale of up to 2,632 shares of the Company’s common stock held by Mr. Barton at a minimum price of $80.00 per share until April 14, 2026
On December 2, 2024, Dov Goldstein, M.D., the Company’s Chief Financial Officer, adopted a Rule 10b5-1 trading plan. Dr. Goldstein's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for the potential exercise and sale of up to 27,000 shares of the Company’s common stock subject to a stock option held by Dr. Goldstein at a minimum price of $18.00 per share until April 14, 2026.
On December 2, 2024, Rekha Hemrajani, a member of the Company's Board of Directors, adopted a Rule 10b5-1 trading plan. Ms. Hemrajani's Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and providesfor (1) the potential exercise and sale of up to 35,000 shares of the Company’s common stock subject to a stock option held by Ms. Hemrajani at a minimum price of $25.00 per share and (2)the potential sale of up to 3,000 shares of the Company’s common stock held by Ms. Hemrajaniat a minimum price of $40.00 per share, in each case until April 14, 2026.
The Rule 10b5-1 plans listed above each included a representation from the director or officer to the broker administering the plan that they were not in possession of any material nonpublic information regarding the Company or the securities subject to the plan. A similar representation was made to the Company by each director or officer in a certification provided to us in connection with the adoption of the plan under the Company’s insider trading policy. Those representations were made as of the date of adoption of each 10b5-1 plan or certification, as applicable, and speak only as of those dates. In making those representations, there is no assurance with respect to any material nonpublic information of which the director or officer was unaware, or with respect to any material nonpublic information acquired by the director or officer or the Company after the applicable date of the representation.
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