SC 13D/A 1 tm2131629d1_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D
(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)

 

(Amendment No. 11)

 

AGEX THERAPEUTICS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

00848H108

(CUSIP number)

 

David Ellam

c/o Juvenescence Limited

18 Athol Street

Douglas

Isle of Man IM1 1JA

+441624639393

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 25, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act by shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1.

NAME OF REPORTING PERSON

 

Juvenescence Limited

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)   ¨      (b)   ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Isle of Man

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH		 7.

SOLE VOTING POWER

 

36,626,2641

8.

SHARED VOTING POWER

 

0

9.

SOLE DISPOSITIVE POWER

 

36,626,2641

10.

SHARED DISPOSITIVE POWER

 

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

36,626,2641

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

63.0%

14.

TYPE OF REPORTING PERSON

 

CO

 

 

1 Comprised of (i) 16,447,500 shares of Common Stock held directly, (ii) 150,000 shares of Common Stock that may be acquired on exercise of the Warrant issued in August 2019 under the Loan Agreement, (iii) 3,362,098 shares of Common Stock that may be acquired on exercise of Warrants issued or to be issued in connection with advances under the New Facility, (iv) 9,259,259 shares of Common Stock that may be issued upon conversion of outstanding amounts under the New Facility at the closing price of the Common Stock on October 29, 2021 and (v) 7,407,407 shares of Common Stock that may be issued upon conversion of outstanding amounts under the Loan Agreement at the closing price of the Common Stock on October 29, 2021 (capitalized terms are defined below).

 

 

 

 

SCHEDULE 13D

 

This amendment (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on August 16, 2019 (as amended by Amendment No. 1 filed April 6, 2020, Amendment No. 2 filed July 31, 2020, Amendment No. 3 filed October 7, 2020, Amendment No. 4 filed November 11, 2020, Amendment No. 5 filed January 12, 2021, Amendment No. 6 filed February 9, 2021, Amendment No. 7 filed February 17, 2021, Amendment No. 8 filed May 11, 2021, Amendment No. 9 filed May 11, 2021 and Amendment No. 10 filed September 14, 2021, the “Original Statement”). The Original Statement, as amended by this Amendment (the “Statement”) is filed on behalf of Juvenescence Limited, an Isle of Man company (the “Reporting Person”), and relates to the shares of Common Stock of AgeX Therapeutics, Inc., par value $0.0001 per share (the “Common Stock”).

 

Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement remain unchanged.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Original Statement is hereby amended and restated in its entirety to read as follows:

 

(a)       The Reporting Person beneficially owns an aggregate of 36,626,264 shares of Common Stock, representing (i) 16,447,500 shares of Common Stock held directly, (ii) 150,000 shares of Common Stock that may be acquired on exercise of the Warrant issued in August 2019 under the Loan Agreement (as defined below), (iii) 3,362,098 shares of Common Stock that may be acquired on exercise of Warrants issued or to be issued in connection with advances under the New Facility (as defined below), (iv) 9,259,259 shares of Common Stock that may be issued upon conversion of outstanding amounts under the New Facility at the closing price of the Common Stock on October 29, 2021 and (v) 7,407,407 shares of Common Stock that may be issued upon conversion of outstanding amounts under the Loan Agreement at the closing price of the Common Stock on October 29, 2021. This aggregate amount represents approximately 63.0% of the Issuer’s outstanding common stock, based upon 37,937,132 shares outstanding as of August 10, 2021, as reported on the Issuer’s Quarterly Report filed on Form 10-Q on August 13, 2021, and giving effect to the exercise of the Warrants and conversion of amounts outstanding under the New Facility and the Loan Agreement (and assuming the Amendment Caps do not apply).

 

(b)       The information in Items 7 through 10 of each cover page is incorporated by reference into this Item 5(b).

 

(c)       Except for the information set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no transactions relating to the Common Stock during the past 60 days.

 

(d) - (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Original Statement is hereby supplemented as follows:

 

On October 25, 2021, the Reporting Person funded an advance to the Issuer under the Loan Agreement, in the principal amount of $500,000.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

Date: November 2, 2021

 

JUVENESCENCE LIMITED  
     
By: /s/ Gregory H. Bailey  
Name: Gregory H. Bailey  
Title: President