UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Forward-Looking Statements
Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in AgeX’s periodic reports filed with the Securities and Exchange Commission (the “SEC”) under the heading “Risk Factors” and in other filings that AgeX may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, AgeX disclaims any intent or obligation to update these forward-looking statements.
References in this Report to “AgeX,” “we” or “us” refer to AgeX Therapeutics, Inc.
The description or discussion in this Form 8-K of any contract or agreement is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement.
Item 1.01 – Entry in Material Definitive Agreement.
On February 9, 2024, AgeX and Juvenescence Limited (“Juvenescence”) executed a Sixth Amendment to Amended and Restated Convertible Promissory Note (the “Amendment”) that extends to May 9, 2024 the “Repayment Date” on which the outstanding principal balance and accrued loan origination fees will become due and payable pursuant to the Amended and Restated Secured Convertible Promissory Note, dated February 9, 2023, as previously amended, modified, and restated (the “Secured Note”). This description of the Amendment is a summary only and is qualified in all respects by reference to the full text of the Amendment that is filed as Exhibit 10.1 to this Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On February 13, 2024, AgeX drew $500,000 of its credit available from Juvenescence under the Secured Note. The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be May 9, 2024. The other material terms of the Secured Note are summarized in AgeX’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Sixth Amendment to Amended and Restated Convertible Promissory Note, dated February 9, 2024, between AgeX Therapeutics, Inc. and Juvenescence Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGEX THERAPEUTICS, INC. | ||
| Date: February 14, 2024 | By: | /s/ Andrea E. Park |
| Chief Financial Officer | ||
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