Amended Annual Report (10-k/a)
May 22 2020 - 04:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A-2
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to __________
Commission
file number 1-38519
AgeX
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
82-1436829 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
965
Atlantic Avenue, Suite 101
Alameda,
California 94501
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (510)
871-4190
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
|
Common
Stock, par value $0.0001 per share |
|
AGE |
|
NYSE
American |
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
Emerging
growth company ☒ |
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to
Section 13(a) of the Exchange Act. ☒
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The
approximate aggregate market value of shares of voting common stock
held by non-affiliates computed by reference to the price at which
shares of common stock were last sold as of June 30, 2019 was $56.4
million. Shares held by each executive officer and director and by
each person who beneficially owns more than 5% of the outstanding
common stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
As of
March 16, 2020, there were outstanding 37,656,415 shares of common
stock, par value $0.0001 per share.
DOCUMENTS
INCORPORATED BY REFERENCE
EXPLANATORY
NOTE
The
sole purpose of this Amendment No. 2 to the Annual Report on Form
10-K for the year ended December 31, 2019 of AgeX Therapeutics,
Inc. filed with the Securities and Exchange Commission on March 30,
2020 (the “Form 10-K”) is to amend Item 9A of Part II to include
management’s annual report on internal control over financial
reporting in accordance with Rule 308(a) of Regulation
S-K.
No
other changes have been made to the Form 10-K. This Amendment No. 2
to the Form 10-K speaks as of the original filing date of the Form
10-K, does not reflect events that may have occurred subsequent to
the original filing date, and does not modify or update in any way
disclosures made in the original Form 10-K.
PART
II
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
It is
management’s responsibility to establish and maintain adequate
internal control over all financial reporting pursuant to Rule
13a-15 under the Exchange Act. Our management, including our
principal executive officer and our principal financial officer,
have reviewed and evaluated the effectiveness of our disclosure
controls and procedures as of the end of our fourth quarter.
Following this review and evaluation, management
collectively determined that our disclosure controls and procedures
are effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Exchange Act (i)
is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms; and (ii) is accumulated
and communicated to management, including our chief executive
officer and our chief financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting
that occurred during the fourth quarter of our fiscal year ended
December 31, 2019 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f), is
a process designed by, or under the supervision of, our principal
executive officer, our principal operations officer, and our
principal financial officer, and effected by our Board of
Directors, management, and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and
includes those policies and procedures that:
|
|
● |
Pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our
assets; |
| |
|
|
| |
● |
Provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations
of our management and directors; and |
| |
|
|
| |
● |
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial
statements. |
Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.
Our
management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2019, based on criteria
established in the 2013 Internal Control - Integrated Framework
issued by COSO. Based on this assessment, management believes that,
as of that date, our internal control over financial reporting was
effective.
PART
IV
Item
15. Financial Statement and Exhibits
(b)
Exhibits.
EXHIBIT
INDEX
|
Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 2.1 |
|
Asset Purchase
Agreement, dated as of August 13, 2018, by and between Escape
Therapeutics, Inc. and AgeX Therapeutics, Inc. #+ (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Form 10-12(b) A-2 filed with the
Securities and Exchange Commission on August 30,
2018) |
| |
|
|
| 3.1 |
|
Certificate of
Incorporation (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) filed with the Securities and Exchange Commission on June
8, 2018) |
| |
|
|
| 3.2 |
|
Bylaws (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Form 10-12(b) filed with the Securities
and Exchange Commission on June 8, 2018) |
| |
|
|
| 4.1 |
|
Specimen of Common Stock
Certificate (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-2 filed with the Securities and Exchange Commission on
August 30, 2018) |
| |
|
|
| 4.2 |
|
Warrant dated August 13,
2019 (Incorporated by reference to AgeX Therapeutics, Inc.
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 14, 2019) |
| |
|
|
| 4.3 |
|
Description of Securities* |
| |
|
|
| 10.1 |
|
Asset Contribution and
Separation Agreement, dated August 17, 2017, between Lineage Cell
Therapeutics, Inc. and AgeX Therapeutics, Inc. #. (Incorporated by
reference to Lineage’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2017) |
| |
|
|
| 10.2 |
|
License Agreement, dated
August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX
Therapeutics, Inc.# (Incorporated by reference to Lineage’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2017) |
| |
|
|
| 10.3 |
|
AgeX Therapeutics, Inc.
2017 Equity Incentive Plan (Incorporated by reference to
AgeX Therapeutics,
Inc.’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on January 30,
2019). |
| |
|
|
| 10.4 |
|
Form of AgeX
Therapeutics, Inc. Employee Stock Option Agreement (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on January 30,
2019) |
| |
|
|
| 10.5 |
|
Form of AgeX
Therapeutics, Inc. Non-Employee Director Stock Option Agreement
(Incorporated by reference to AgeX Therapeutics, Inc.’s
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on January 30, 2019) |
| |
|
|
| 10.6 |
|
Form of AgeX
Therapeutics, Inc. Restricted Stock Agreement (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on January 30,
2019) |
|
10.7 |
|
Form of AgeX
Therapeutics, Inc. Restricted Stock Unit Agreement (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on January 30,
2019) |
| |
|
|
| 10.8 |
|
Sublicense Agreement,
dated September 26, 2017, between Lineage Cell Technology, Inc. and
AgeX Therapeutics, Inc. # (Incorporated by reference to
AgeX Therapeutics,
Inc.’s Form 10-12(b) A-1 filed with the Securities and
Exchange Commission on July 19, 2015) |
| |
|
|
| 10.9 |
|
First Amendment, dated
November 8, 2017, to License Agreement, dated August 17, 2017,
between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.
(Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.10 |
|
Sublicense Agreement,
dated August 17, 2017, by and among OrthoCyte Corporation, Lineage
Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. # (Incorporated
by reference to AgeX
Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the
Securities and Exchange Commission on July 19,
2015) |
| |
|
|
| 10.11 |
|
First Amendment, dated
November 8, 2017, to Sublicense Agreement, dated August 17, 2017,
between OrthoCyte Corporation, Lineage Cell Therapeutics, Inc. and
AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.12 |
|
License Agreement, dated
August 17, 2017, by and between ES Cell International Ptd Ltd.,
Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc. #
(Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.13 |
|
Employee Matters
Agreement, dated August 17, 2017, between Lineage Cell
Therapeutics, Inc. and AgeX Therapeutics, Inc. (Incorporated by
reference to AgeX
Therapeutics, Inc.’s Form 10-12(b) A-1 filed with the
Securities and Exchange Commission on July 19,
2015) |
| |
|
|
| 10.14 |
|
Employment Agreement, by
and between AgeX Therapeutics, Inc. and Hal Sternberg, dated August
21, 2017 (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) filed with the Securities and Exchange Commission on June
8, 2018) |
| |
|
|
| 10.15 |
|
Tax Matters Agreement,
dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and
AgeX Therapeutics, Inc. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.16 |
|
Form of Registration
Rights Agreement. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.17 |
|
License Agreement, dated
August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX
Therapeutics, Inc. # (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-1 filed with the Securities and Exchange Commission on
July 19, 2015) |
| |
|
|
| 10.18 |
|
Employment Agreement, by
and between AgeX Therapeutics, Inc. and Michael D. West, dated
October 18, 2018. (Incorporated by reference to AgeX Therapeutics, Inc.’s Form
10-12(b) A-3 filed with the Securities and Exchange Commission on
October 22, 2018) |
| |
|
|
| 10.19 |
|
Compensation
Agreement, dated March 1, 2019, between AgeX Therapeutics, Inc. and
Russell Skibsted (Incorporated by reference to AgeX Therapeutics,
Inc. Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 15, 2019) |
| |
|
|
| 10.20 |
|
Standard Sublease, dated
for reference March 13, 2019, between AgeX Therapeutics, Inc. and
InSite Vision, Inc. (Incorporated by reference to AgeX
Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 15, 2019) |
| |
|
|
| 10.21 |
|
Loan Facility Agreement,
dated August 13, 2019, between AgeX Therapeutics, Inc. and
Juvenescence Limited (Incorporated by reference to AgeX
Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 14,
2019) |
| |
|
|
| 10.22 |
|
Warrant Agreement, dated
August 13, 2019, between AgeX Therapeutics, Inc. and Juvenescence
Limited, including form of warrant (Incorporated by reference to
AgeX Therapeutics, Inc. Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 14,
2019) |
|
10.23 |
|
Registration Rights
Agreement, dated August 13, 2019, between AgeX Therapeutics, Inc.
and Juvenescence Limited (Incorporated by reference to AgeX
Therapeutics, Inc. Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 14,
2019) |
| |
|
|
| 10.24 |
|
Secured Convertible Facility
Agreement, dated March 30, 2020, by and among AgeX Therapeutics,
Inc., ReCyte Therapeutics, Inc., Reverse Bioengineering, Inc., and
Juvenescence Limited* |
| |
|
|
| 10.25 |
|
Warrant Agreement, dated March 30,
2020, between AgeX Therapeutics, Inc. and Juvenescence Limited,
including form of warrant* |
| |
|
|
| 10.26 |
|
Amendment No. 1 to Registration
Rights Agreement, dated March 30, 2020, between AgeX Therapeutics,
Inc. and Juvenescence Limited* |
| |
|
|
| 21.1 |
|
List of
Subsidiaries * |
| |
|
|
| 23.1 |
|
Consent of
OUM & Co. LLP * |
| |
|
|
| 31 |
|
Rule 13a-14(a)/15d-14(a)
Certification ** |
| |
|
|
| 32 |
|
Section 1350
Certification ** |
| |
|
|
| 101 |
|
Interactive
Data Files * |
| |
|
|
|
101.INS |
|
XBRL
Instance Document |
|
|
|
|
|
101.SCH |
|
XBRL
Taxonomy Extension Schema |
|
|
|
|
|
101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase |
|
|
|
|
|
101.DEF |
|
XBRL
Taxonomy Extension Definition Document |
|
|
|
|
|
101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase |
|
|
|
|
|
101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase |
|
* |
Previously
filed. |
|
|
|
|
** |
Filed
herewith. |
|
|
|
|
# |
Confidential
treatment has been granted with respect to portions of this exhibit
(indicated by asterisks) and those portions have been separately
filed by Lineage Cell Therapeutics, Inc. with the Securities and
Exchange Commission. |
|
|
|
|
+ |
Certain
schedules and exhibits to this agreement have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. A copy of any
omitted schedule and/or exhibit will be furnished to the Securities
and Exchange Commission on request. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on
Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized on the 22nd day of May
2020.
| |
AGEX
THERAPEUTICS, INC. |
|
|
|
|
| |
By: |
/s/
Michael D. West |
| |
|
Michael
D. West |
| |
|
Chief
Executive Officer |
