Amended Statement of Beneficial Ownership (sc 13d/a)
October 07 2020 - 4:17PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 3)
AGEX THERAPEUTICS, INC.
(Name of
Issuer)
Common Stock, par value $0.0001 per
share
(Title of
Class of Securities)
00848H108
(CUSIP number)
David Ellam
c/o Juvenescence Limited
18 Athol Street
Douglas
Isle of Man IM1 1JA
+441624639393
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
October 2, 2020
(Date of
Event Which Requires Filing of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
The information required on the remainder
of this cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section of the Act by shall be subject to all other provisions of the Act
(however, see the Notes).
1.
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NAME OF REPORTING PERSON
Juvenescence Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
21,239,459
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
21,239,459
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,239,459
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.0%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This amendment (the “Amendment”) amends and supplements
the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on August 16, 2019 (as
amended by Amendment No. 1 filed April 6, 2020 and Amendment No. 2 filed July 31, 2020, the “Original
Statement”). The Original Statement, as amended by this Amendment (the “Statement”) is filed on behalf of Juvenescence
Limited, an Isle of Man company (the “Reporting Person”), and relates to the shares of Common Stock of AgeX Therapeutics, Inc.,
par value $0.0001 per share (the “Common Stock”).
Capitalized terms used but not defined in this Amendment have
the meanings ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth
herein. Except as set forth below, all previous Items in the Original Statement remain unchanged.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Original Statement is hereby amended and restated
in its entirety to read as follows:
(a) The Reporting
Person beneficially owns an aggregate of 21,239,459 shares of Common Stock, representing (i) 16,447,500 shares of Common
Stock held directly, (ii) 150,000 shares of Common Stock that may be acquired on exercise of the Warrant issued in
August 2019 under the Loan Agreement, (iii) 2,488,401 shares of common stock that may be acquired on exercise of
Warrants issued or to be issued in connection with advances under the New Facility (as defined under Item 6) and (iv) an
additional 2,153,558 shares of Common Stock that may be issued upon conversion of outstanding amounts under the New Facility
at the last closing price of the Common Stock on the date of this Amendment after giving effect to the 50% Cap (as defined
under Item 6) and assuming exercise of all Warrants. This aggregate amount represents approximately 50.0% of the
Issuer’s outstanding common stock, based upon 37,686,959 shares outstanding as of August 12, 2020, as reported on
the Issuer’s Quarterly Report filed on Form 10-Q on August 14, 2020, and giving effect to the exercise of the
Warrants and conversion of amounts outstanding under the New Facility. Without giving effect to the 50% Cap, the Reporting
Person would have a right as of October 6, 2020 to convert amounts outstanding under the New Facility into approximately
5,541,872 shares of Common Stock at the closing market price of the Common Stock on the immediately preceding trading day,
resulting in total beneficial ownership of approximately 53.7% as calculated in accordance with Rule 13d-1 under the
Exchange Act.
(b) The information
in Items 7 through 10 of each cover page is incorporated by reference into this Item 5(b).
(c) Except for the
information set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no
transactions relating to the Common Stock during the past 60 days.
(d) - (e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Original Statement is hereby supplemented as follows:
On September 15, 2020, the Reporting Person funded an additional
advance to the Issuer, representing the Fourth Advance under the New Facility, in the principal amount of $1,000,000. In connection
with this advance, the Issuer was obligated to issue (subject to approval for listing by the NYSE American) to the Reporting Person a Warrant to purchase 588,235 shares of Common Stock at an exercise
price of $0.85 per share, representing the last closing price of the Common Stock on the NYSE American market prior to the drawdown
notice, issuable under Clause 3.6 of the New Facility. On October 2, 2020, AgeX Therapeutics, Inc. were notified by NYSE
American that their supplemental listing application for the additional Warrant shares had been approved.
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Date: October 6, 2020
JUVENESCENCE LIMITED
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By:
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/s/ Gregory H. Bailey
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Name:
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Gregory H. Bailey
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Title:
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President
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