UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 17, 2024, Serina Therapeutics, Inc. (the “Company”) announced the appointment of Simba Gill, Ph.D., as the Company’s Chairman of the Board of Directors, effective as of April 12, 2024.
There are no arrangements or understandings between Dr. Gill and any other persons pursuant to which he was selected as a director of the Company and Dr. Gill has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to the terms of Dr. Gill’s executive chairman agreement with the Company (the “Executive Chairman Agreement”), he will receive an annual cash fee of $300,000 and a grant of 295,300 options to purchase Common Stock of the Company granted in accordance with the Serina Therapeutics, Inc. 2024 Equity Incentive Plan, as it may be amended from time to time, and any successor plan thereto. Such option grant shall be subject to Dr. Gill’s continued engagement through the applicable vesting dates as set forth in the Executive Chairman Agreement. Pursuant to the Executive Chairman Agreement, Dr. Gill shall serve as the Executive Chairman of the Board as long as he is a member of the Board, or until his earlier death, incapacity, removal or resignation.
Dr. Gill will also be bound by, among other typical restrictive covenants, a five (5) year post-termination non-compete covenant and a five (5) year post-termination non-solicitation covenant with respect to customers and employees. In connection with his entry into the Executive Chairman Agreement, Dr. Gill also entered into the Company’s standard form of Confidentiality and Intellectual Property Agreement. The foregoing summary is qualified in its entirety by reference to the full text of the Executive Chairman Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
A copy of the Company’s press release announcing the appointment of Dr. Gill as the Chairman of the Company’s Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Executive Chairman Agreement | |
| 99.1 | Press release announcing the appointment of Dr. Gill as the Chairman of the Company’s Board of Directors | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| SERINA THERAPEUTICS, INC. | ||
| Date: April 17, 2024 | By: | /s/ Steven Ledger |
| Interim Chief Executive Officer | ||