Current Report Filing (8-k)
June 12 2020 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): June 11, 2020
AgeX
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-38519
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82-1436829
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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965
Atlantic Avenue
Suite
101
Alameda,
California 94501
(Address
of principal executive offices)
(510)
671-8370
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of exchange on which registered
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Common
Stock, par value $0.0001 per share
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AGE
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NYSE
American
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☒
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 under the heading “Risk Factors” and 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.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
June 11, 2020, AgeX borrowed an additional $1.0 million of its available credit under a Secured Convertible Facility Agreement
(the “New Loan Agreement”), dated March 30, 2020, with Juvenescence Limited (“Juvenescence”). The outstanding
principal balance of the loans under the New Loan Agreement will become due and payable on March 30, 2023 (the “Repayment
Date”).
Juvenescence
may declare the outstanding principal balance of the loans and other sums owed under the New Loan Agreement immediately due and
payable prior to the Repayment Date if an Event of Default occurs and continues uncured for 10 business days after notice of default
from Juvenescence. Events of Default under the New Loan Agreement include: (i) AgeX fails to pay any amount in the manner and
at the time provided in the New Loan Agreement and the failure to pay is not remedied within 10 business days; (ii) AgeX fails
to perform any of its obligations under the New Loan Agreement and if the failure can be remedied it is not remedied to the satisfaction
of Juvenescence within 10 business days after notice to AgeX; (iii) other indebtedness for money borrowed in excess of $100,000
becomes due and payable or can be declared due and payable prior to its due date or if indebtedness for money borrowed in excess
of $25,000 is not paid when due; (iv) AgeX stops payment of its debts generally or discontinues its business or becomes unable
to pay its debts as they become due or enters into any arrangement with creditors generally, (v) AgeX becoming insolvent or in
liquidation or administration or other insolvency procedures, or a receiver, trustee or similar officer is appointed in respect
of all or any part of its assets and such appointment continues undischarged or unstayed for sixty days, (vi) it becomes illegal
for AgeX to perform its obligations under the New Loan Agreement or any governmental permit, license, consent, exemption or similar
requirement for AgeX to perform its obligations under the New Loan Agreement or to carry out its business is not obtained or ceases
to remain in effect; (vii) the issuance or levy of any judgment, writ, warrant of attachment or execution or similar process against
all or any material part of the property or assets of AgeX if such process is not released, vacated or fully bonded within sixty
calendar days after its issue or levy; (viii) any injunction, order or judgement of any court is entered or issued which in the
opinion of Juvenescence materially and adversely affects the ability of AgeX to carry out its business or to pay amounts owed
to Juvenescence under the New Loan Agreement, (ix) there is a change in AgeX’s financial condition that in the opinion of
Juvenescence materially and adversely affects, or is likely to so affect, its ability to perform any of its obligations under
the New Loan Agreement, (x) AgeX or any of its subsidiaries that guarantee’s AgeX’s obligations or becomes a co-obligor
under the New Loan Agreement (each a “Guarantor Subsidiary” and collectively the “Guarantor Subsidiaries”)
sells, leases, licenses, consigns, transfers, or otherwise disposes of a material part of its assets other than inventory in the
ordinary course of business or certain intercompany transactions, or certain other limited permitted transactions, unless Juvenescence
approves, (xi) the security interests under a Security Agreement, if in effect, are not valid or perfected, or AgeX or a Guarantor
Subsidiary contests the validity of its obligations under the New Loan Agreement or Security Agreement or other related agreement
with Juvenescence, or there is a loss, theft, damage or destruction of a material portion of the collateral, (xii) any representation,
warranty, or other statement made by AgeX or a Guarantor Subsidiary under the New Loan Agreement is incomplete, untrue, incorrect,
or misleading, or (xiii) AgeX or a Guarantor Subsidiary suspends or ceases to carry on all or a material part of its business
or threatens to do so.
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.
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AGEX
THERAPEUTICS, INC.
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Date:
June 12, 2020
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By:
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/s/
Andrea Park
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Chief
Financial Officer
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AgeX Therapeutics (AMEX:AGE)
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