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): July 27, 2020

 

AgeX Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   1-38519   82-1436829
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

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   Trading Symbol   Name of exchange on which registered
Common Stock, par value $0.0001 per share   AGE   NYSE American

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

 

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On July 27, 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 and as amended July 21, 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”).

 

The July 27 $1.0 million loan draw was made pursuant to an amendment to the New Loan Agreement that waived (i) certain provisions requiring that, as a condition to the funding of a third draw of funds, AgeX and certain of its subsidiaries execute a Security Agreement and related documents pledging certain assets as collateral, and (ii) certain provisions providing that certain AgeX subsidiaries would guarantee AgeX's obligations under the New Loan Agreement, in each case subject to an acknowledgement by AgeX and those subsidiaries that Juvenescence may, in its discretion, condition any advances under the New Loan Agreement subsequent to the third draw of funds on the receipt of such collateral agreements and guarantees. In addition, the New Loan Agreement and the related Warrant Agreement were amended to place certain limits on the number of shares that may be issued to Juvenescence upon conversion of outstanding loan amounts or exercise of the warrants, in order to comply with applicable NYSE American listing requirements.

 

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.

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with AgeX’s draws of loan funds under the New Loan Agreement (as defined in Item 2.03 of this Report), AgeX issued or became obligated to issue to Juvenescence upon approval for listing by the NYSE American 28,500 shares of AgeX common stock, par value $0.0001 per share, and the warrants to purchase shares of AgeX common stock (“Warrants”) reflected in the following table:

 

Warrant Issuance Date   Warrant Expiration Date   Number of Shares     Exercise Price Per Share  
                 
4/1/2020   3/30/2023     268,817     $ 0.93  
5/15/2020   5/14/2023     714,285     $ 0.70  
6/11/2020   6/10/2023     541,125     $ 0.924  
7/27/2020   7/26/2023     375,939     $ 1.330  

 

The Warrants are subject to the terms of a Warrant Agreement, as amended, between AgeX and Juvenescence. A copy of the Warrant Agreement has been filed as an exhibit to AgeX’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2020.

 

The shares of common stock and Warrants were issued without registration under the Securities Act of 1933, as amended in reliance upon the exemption from registration provided under Section 4(a)(2) thereof and Regulation S thereunder.

 

 

 

 

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: July 30, 2020 By: /s/ Andrea Park
    Chief Financial Officer