Current Report Filing (8-k)
February 11 2021 - 4:06PM
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): February 10, 2021
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.)
|
1101
Marina Village Parkway
Suite
201
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.
Item
1.01 – Entry in Material Definitive Agreement.
On
February 10, 2021, we entered into an amendment (the “Amendment”) of our Loan Facility Agreement (the “Loan
Agreement”), dated as of August 13, 2019, with Juvenescence Limited (“Juvenescence”). The Amendment extends
the maturity date of loans under the Loan Agreement to February 14, 2022 and increases the amount of the loan facility from $2
million to $6 million, of which we have previously borrowed $2 million. All loans in excess of the initial $2 million that we
previously borrowed are subject to Juvenescence’s discretion. Additional loans, if made, will be in denominations of $1
million.
The
Amendment also grants Juvenescence the right to convert the principal amount of outstanding loans under the Loan Agreement, as
amended, into shares of AgeX common stock at the Market Price as defined in the Amendment. The Amendment places certain limits
on the number of shares that may be issued upon conversion of outstanding loan amounts by Juvenescence, or by AgeX under AgeX’s
loan conversion rights, if under the rules of the NYSE American or any other national securities exchange on which AgeX common
stock may be listed, approval by AgeX stockholders would be required in connection with the issuance of the shares. Under those
limits (a) the number of shares of common stock that may be issued upon conversion of any loan advance, at a conversion price
that is lower than the market price of AgeX common stock at the time of funding the applicable advance being converted, may not
exceed 19.9% of the shares outstanding at August 13, 2019, and (b) no advances may be converted into common stock in an amount
that would cause Juvenescence’s ownership of AgeX common stock to equal or exceed 50% of the number of shares of AgeX common
stock then outstanding.
AgeX
will pay Juvenescence an Origination Fee in the amount of $160,000 upon the earlier of the repayment of the loan by AgeX or the
conversion of the loan balance into AgeX common stock by Juvenescence or by AgeX. The Origination Fee will be paid in shares of
AgeX common stock rather than cash if AgeX exercises its right to convert the Loan into shares of common stock, or if Juvenescence
elects to convert the loan in shares of common stock and elects to receive the Origination Fee in AgeX common stock.
In
connection with the Amendment, AgeX entered into Amendment No. 2 to its Registration Rights Agreement with Juvenescence to include
among the shares of AgeX common stock to which Juvenescence has registration rights any shares of common stock that may be issued
to Juvenescence upon conversion of the loans under the Loan Agreement, as amended, or under our March 30, 2020 Secured Convertible
Facility Agreement, as amended, with Juvenescence (the “2020 Loan Agreement). Under the Registration Rights Agreement, as
amended, we have agreed to register for resale under the Securities Act of 1933, as amended, shares of AgeX common stock that
we issued to Juvenescence pursuant to the Loan Agreement or the 2020 Loan Agreement, or that may be acquired by Juvenescence upon
conversion of the loans into common stock, or upon exercise of certain common stock purchase warrants that we issued to Juvenescence
pursuant to the Loan Agreement and the 2020 Loan Agreement.
The
foregoing descriptions of the Amendment of the Loan Agreement and Amendment No. 2 to the Registration Rights Agreement are summaries
only and are qualified in all respects by reference to the full text of such documents which have been filed as Exhibit 10.1 and
Exhibit 10.2, respectively, to this Report.
Item
9.01 - Financial Statements and Exhibits.
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:
February 11, 2021
|
By:
|
/s/
Andrea Park
|
|
|
Chief
Financial Officer
|
AgeX Therapeutics (AMEX:AGE)
Historical Stock Chart
From Mar 2024 to Apr 2024
AgeX Therapeutics (AMEX:AGE)
Historical Stock Chart
From Apr 2023 to Apr 2024