Amended Statement of Ownership (sc 13g/a)
October 16 2020 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
(Amendment
No. 2)
|
AgeX
Therapeutics, Inc.
|
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
|
|
|
(Title
of Class of Securities)
00848H108
|
|
(CUSIP
Number)
October
8, 2020
|
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
|
|
|
☒
|
Rule
13d-1(c)
|
|
|
|
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No .
|
00848H108
|
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Page
2 of 11
|
1
|
NAME
OF REPORTING PERSONS
IBS Capital LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
1,883,746
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,883,746
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,883,746
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99840%
|
|
12
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TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP
No .
|
00848H108
|
|
Page
3 of 11
|
1
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NAME
OF REPORTING PERSONS
The IBS Turnaround Fund, L.P.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
617,448
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
617,448
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
617,448
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.63836%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No .
|
00848H108
|
|
Page
4 of 11
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1
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NAME
OF REPORTING PERSONS
The IBS Turnaround Fund (QP) (A Limited Partnership)
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
1,201,058
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,201,058
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,058
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.18693%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No .
|
00848H108
|
|
Page
5 of 11
|
1
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NAME
OF REPORTING PERSONS
The IBS Opportunity Fund, Ltd.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Commonwealth
of The Bahamas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
65,240
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
65,240
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,240
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17311%
|
|
12
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TYPE
OF REPORTING PERSON
FI
|
|
|
|
|
|
|
CUSIP No .
|
00848H108
|
|
Page 6 of 11
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1
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NAME OF REPORTING PERSONS
David A. Taft
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
1,883,746
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
1,883,746
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,883,746
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99840%
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP
No .
|
00848H108
|
|
Page
7 of 11
|
Item
1(a).
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Name
of Issuer:
|
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|
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AgeX
Therapeutics, Inc. (the “Issuer”)
|
|
|
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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1010
Atlantic Avenue, Suite 102, Alameda, California 94501
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Item
2(a).
|
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Name
of Person Filing:
|
|
|
|
This
Schedule 13G/A is being jointly filed by the following:
IBS
Capital LLC (the “Manager”)
The
IBS Turnaround Fund, L.P. (the “LP Fund”)
The
IBS Turnaround Fund (QP) (A Limited Partnership) (the “QP Fund”)
The
IBS Opportunity Fund, Ltd. (the “Opportunity Fund”)
David
A. Taft (“Mr. Taft”)
|
|
|
|
The
LP Fund, the QP Fund and the Opportunity Fund (together, the "Funds") previously reported
shareholdings of the Issuer's common stock (the "Shares") on the Schedule 13G/A filed
by them on March 26, 2019 in the following amounts: the LP Fund was the direct holder
of 830,850 Shares; the QP Fund was the direct holder of 1,701,106 Shares; and the Opportunity
Fund was the direct holder of 179,790 Shares.Over the course of several sales and as
of October 8, 2020, the LP Fund sold 213,402 Shares; the QP Fund sold 500,048 Shares;
and the Opportunity Fund sold 114,550 Shares. Following the sales: the LP Fund is the
direct holder of 617,448 Shares; the QP Fund is the direct holder of 1,201,058 Shares;
and the Opportunity Fund is the direct holder of 65,240 Shares.
The
Funds may each be deemed to be the beneficial owners of the Shares they hold directly, although each Fund has delegated
all investment power and voting power with respect to the Shares to the Manager. The Manager may be deemed to be a beneficial
owner of the Shares held by the Funds because it is the investment manager of the Opportunity Fund and is the General
Partner of the QP Fund and the LP Fund. Mr. Taft may also be deemed to be the beneficial owner of these Shares because
he controls the Manager in his position as the President and majority owner of the Manager. This Schedule 13G/A is filed
by the Manager, the Funds and Mr. Taft pursuant to Rule 13d-1(c) under the Act, and is being filed to report the decrease
in beneficial ownership of the Shares by the Funds, the Manager and Mr. Taft. This Schedule 13G/A amends the Schedule
13G/A previously filed by them on March 26, 2019, and constitutes an exit filing for the Funds, the Manager and Mr. Taft
because they ceased to hold 5% of the Issuer's outstanding Shares as of October 8, 2020. Each of the Manager, the Funds
and Mr. Taft may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective
name in Item 4 below.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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Each
of the reporting persons identified in Item 2(a) has its principal business office at:
One
International Place, Suite 3120, Boston, Massachusetts 02110
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Item
2(c).
|
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Citizenship:
|
|
|
|
IBS
Capital LLC – Massachusetts limited liability company
The
IBS Turnaround Fund, L.P. – Massachusetts limited partnership
The
IBS Turnaround Fund (QP) (A Limited Partnership) – Massachusetts limited partnership
The
IBS Opportunity Fund, Ltd. – International business company organized in the Commonwealth of The Bahamas
David
A. Taft – United States citizen
|
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|
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Item
2(d).
|
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Title
of Class of Securities:
|
|
|
|
Common
Stock, $0.0001 par value
|
|
|
|
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Item
2(e).
|
|
CUSIP
Number: 00848H108
|
|
|
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Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
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(e)
|
☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
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(g)
|
☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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CUSIP No . 00848H108
|
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Page
8 of 11
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(h)
|
☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
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(j)
|
☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
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Item
4.
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Ownership.
|
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
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|
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(a)
|
Amount
beneficially owned:
|
|
|
IBS
Capital LLC – 1,883,746
The
IBS Turnaround Fund, L.P.– 617,448
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,201,058
The
IBS Opportunity Fund, Ltd. – 65,240
David
A. Taft – 1,883,746
|
|
|
|
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(b)
|
Percent
of class:1
|
|
|
IBS
Capital LLC – 4.99840%
The
IBS Turnaround Fund, L.P.– 1.63836%
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 3.18693%
The
IBS Opportunity Fund, Ltd. – 0.17311%
David
A. Taft – 4.99840%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
IBS
Capital LLC – 0
The
IBS Turnaround Fund, L.P. – 0
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 0
The
IBS Opportunity Fund, Ltd. – 0
David
A. Taft – 0
|
|
|
|
|
|
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(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
IBS
Capital LLC – 1,883,746
The
IBS Turnaround Fund, L.P. – 617,448
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,201,058
The
IBS Opportunity Fund, Ltd. – 65,240
David
A. Taft – 1,883,746
|
|
|
|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
IBS
Capital LLC – 0
The
IBS Turnaround Fund, L.P. – 0
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 0
The
IBS Opportunity Fund, Ltd. – 0
David
A. Taft – 0
|
|
|
|
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
IBS
Capital LLC – 1,883,746
The
IBS Turnaround Fund, L.P. – 617,448
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,201,058
The
IBS Opportunity Fund, Ltd. – 65,240
David
A. Taft – 1,883,746
|
|
|
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1
Percentage calculated in each case based on 37,686,959 aggregate Shares issued and outstanding as of August 12, 2020 as reported
in the Form 10-Q filed by the Issuer on August 14, 2020.
CUSIP
No .
|
00848H108
|
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Page
9 of 11
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
|
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Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
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Not
applicable
|
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
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Not
applicable
|
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Item
8.
|
Identification
and Classification of Members of the Group.
|
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Not
applicable
|
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Item
9.
|
Notice
of Dissolution of Group.
|
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Not
applicable
|
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Item
10.
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Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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IBS CAPITAL LLC
|
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Date: October 16, 2020
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By:
|
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/s/ David
A. Taft
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Name:
|
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David A. Taft
|
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Title:
|
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President
|
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THE IBS TURNAROUND FUND, L.P.
|
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Date: October 16, 2020
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By:
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IBS Capital LLC
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General Partner
|
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By:
|
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/s/
David A. Taft
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Name:
|
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David A. Taft
|
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Title:
|
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President
|
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THE IBS TURNAROUND FUND (QP)
|
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(A LIMITED PARTNERSHIP)
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Date: October 16, 2020
|
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By:
|
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IBS Capital LLC
|
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General Partner
|
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|
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|
By:
|
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/s/ David
A. Taft
|
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Name:
|
|
David A. Taft
|
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Title:
|
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President
|
CUSIP
No .
|
00848H108
|
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Page 10
of 11
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By:
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THE IBS OPPORTUNITY FUND, LTD.
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Date:
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October
16, 2020
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By:
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IBS
Capital LLC
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Investment
Manager
|
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|
|
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/s/
David A. Taft
|
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Name:
|
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David
A. Taft
|
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Title:
|
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President
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Date:
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October
16, 2020
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Signature:
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/s/
David A. Taft
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Name:
|
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David
A. Taft
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CUSIP
No .
|
00848H108
|
|
Page 11
of 11
|
Exhibit
A
JOINT
FILING AGREEMENT
The
undersigned agree that the statement on Schedule 13G with respect to the common stock of AgeX Therapeutics, Inc., dated as of
October 16, 2020, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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IBS
CAPITAL LLC
|
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|
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|
Date:
|
October
16, 2020
|
|
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By:
|
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/s/
David A. Taft
|
|
Name:
|
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David
A. Taft
|
|
Title:
|
|
President
|
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|
|
|
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THE
IBS TURNAROUND FUND, L.P.
|
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|
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Date:
|
October
16, 2020
|
|
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By:
|
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IBS
Capital LLC
|
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|
|
General
Partner
|
|
|
|
|
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By:
|
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/s/
David A. Taft
|
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Name:
|
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David
A. Taft
|
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Title:
|
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President
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THE
IBS TURNAROUND FUND (QP) (A LIMITED PARTNERSHIP)
|
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Date:
|
October
16, 2020
|
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By:
|
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IBS
Capital LLC
|
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|
|
General
Partner
|
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|
|
|
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By:
|
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/s/
David A. Taft
|
|
Name:
|
|
David
A. Taft
|
|
Title:
|
|
President
|
|
|
|
|
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THE
IBS OPPORTUNITY FUND, LTD.
|
|
|
|
|
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Date:
|
October
16, 2020
|
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|
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|
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By:
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IBS
Capital LLC
|
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|
|
Investment
Manager
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By:
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/s/
David A. Taft
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Name:
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David
A. Taft
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Title:
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President
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Date:
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October
16, 2020
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Signature:
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/s/
David A. Taft
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Name:
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David
A. Taft
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AgeX Therapeutics (AMEX:AGE)
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From Aug 2024 to Sep 2024
AgeX Therapeutics (AMEX:AGE)
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From Sep 2023 to Sep 2024