Current Report Filing (8-k)
December 29 2020 - 6:03AM
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): December 28, 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. ☒
References
in this Report to “AgeX,” “we,” “us,” or “our” refer to AgeX Therapeutics, Inc.
Item
5.07 - Submission of Matters to a Vote of Security Holders.
Our
2020 annual meeting of stockholders was held on December 28, 2020. At the annual meeting our stockholders: (a) elected four directors
to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; (b) ratified
the Board of Directors’ selection of OUM & Co. LLP as our independent registered public accountants to audit our financial
statements for the 2020 fiscal year; and (c) approved a proposal to permit Juvenescence Limited (“Juvenescence”) to
acquire additional shares of AgeX common stock through the exercise of warrants or the conversion of all or a portion of the principal
amount of certain loans to AgeX, if as a result Juvenescence would (i) acquire more than 19.9% of the AgeX common stock outstanding
as of March 30, 2020 at a price less than the applicable market value of AgeX common stock or book value per share, and/or (ii)
own 50% or more of the outstanding shares of AgeX common stock (the “Juvenescence Proposal”).
There
were 37,689,003 shares of AgeX common stock, par value $0.0001 per share, outstanding and eligible to vote at the annual meeting
as of the close of business on November 23, 2020, the record date for determining stockholders entitled to vote at the meeting.
There were 29,150,269 shares, or 77.34% of the voting power, represented at the meeting, either in person or by proxy. The following
tables show the votes cast by our stockholders and any abstentions with respect to the matters presented to stockholders for a
vote at the meeting. Information is also provided as to broker non-votes. A “broker non-vote” occurs when a stockholder
whose shares are held in “street name” in a brokerage account or similar account does not instruct the stockholder’s
broker or other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not
permitted to vote without instructions from their client.
Election
of Directors
Each
of the following directors was elected by the following vote:
Nominee
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Votes For
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Votes Withheld
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Gregory H. Bailey
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19,783,462
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3,990,258
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Annalisa Jenkins
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19,765,280
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4,008,440
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Michael H. May
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20,202,028
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3,571,692
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Michael D. West
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23,320,554
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453,166
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In
addition, there were 5,376,549 broker non-votes with respect to the election of directors.
Ratification
of Appointment of Independent Registered Public Accountants
The
appointment of OUM & Co. LLP as our independent registered public accountants for the fiscal year ending December 31, 2020
was ratified by the following vote:
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Shares Voted
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For
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28,922,561
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Against
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138,712
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Abstain
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88,996
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There
were no broker non-votes on this matter.
Juvenescence
Proposal
The
Juvenescence Proposal, to permit Juvenescence to acquire additional shares of AgeX common stock through the exercise of warrants
or the conversion of all or a portion of the principal amount of certain loans to AgeX, if as a result Juvenescence would (i)
acquire more than 19.9% of the AgeX common stock outstanding as of March 30, 2020 at a price less than the applicable market value
of AgeX common stock or book value per share, and/or (ii) own 50% or more of the outstanding shares of AgeX common stock, was
approved by the following vote:
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Shares Voted
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For
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20,131,315
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Against
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3,549,370
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Abstain
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93,035
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In
addition, there were 5,376,549 broker non-votes on this matter.
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:
December 28, 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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