UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On March 26, 2024, the Delaware corporation formerly known as “AgeX Therapeutics, Inc.” completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc. (“AgeX”), Canaria Transaction Corporation, a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc. (“Serina”), pursuant to which Merger Sub merged with and into Serina, with Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Additionally, on March 26, 2024, AgeX changed its name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company”).
Item 8.01 Other Information
On June 6, 2024, pursuant to the terms of the previously disclosed Side Letter between the Company and Juvenescence Limited (“Juvenescence”) that was entered into concurrently with the Merger Agreement, Juvenescence exercised outstanding warrants (“Post-Merger Warrants”) to purchase 377,865 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $13.20 per share, for a total purchase price of $4,987,818. In addition to the shares of Common Stock, upon exercise of the Post-Merger Warrants Juvenescence also received incentive warrants to purchase 377,865 shares of Common Stock with an exercise price of $18.00 per share and expire on March 26, 2028. The Company intends to use the proceeds from this exercise for general corporate purposes.
This exercise by Juvenescence represents one-third of the Post-Merger Warrants issued to Juvenescence in connection with the warrant dividend on March 18, 2024. Under the Side Letter, Juvenescence is obligated to exercise the second third of its Post-Merger Warrants on or before November 30, 2024, and the final third of its Post-Merger Warrants on or before June 30, 2025.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication regarding matters that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding the intended use of proceeds from the exercise of the Post-Merger Warrants and the timing for further exercises under the Side Letter. All forward-looking statements are based on assumptions or judgments about future events and economic conditions that may or may not be correct or necessarily take place and that are by their nature subject to significant risks, uncertainties and contingencies. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Statements that contain words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA.
There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. New factors emerge from time to time, and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and other filings that the Company may make with the SEC. Forward-looking statements included in this communication are based on information available to the Company as of the date of this communication. Undue reliance should not be placed on these forward-looking statements that speak only as of the date they are made, and except as required by law, the Company disclaims any intent or obligation to update these forward-looking statements.
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: June 10, 2024 | By: | /s/ Steven Ledger |
| Interim Chief Executive Officer | ||