Statement of Ownership (sc 13g)
February 14 2019 - 12:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
(Amendment
No. ___)
|
AgeX
Therapeutics, Inc.
|
|
(Name
of Issuer)
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|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
00848H108
|
|
(CUSIP
Number)
|
|
November
29, 2018
|
|
(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).
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CUSIP
No
.
|
00848H108
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Page
2 of 11
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1
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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)
☒
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|
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
2,661,746
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|
|
7
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SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,661,746
|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,746
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|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
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11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.24%
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|
|
12
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TYPE
OF REPORTING PERSON
IA
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|
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CUSIP
No
.
|
00848H108
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Page
3 of 11
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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)
|
|
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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
815,350
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
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SHARED
DISPOSITIVE POWER
815,350
|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,350
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|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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☐
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|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.26%
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|
|
12
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TYPE
OF REPORTING PERSON
PN
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CUSIP
No
.
|
00848H108
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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
1,670,106
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
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SHARED
DISPOSITIVE POWER
1,670,106
|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,670,106
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.59%
|
|
|
12
|
TYPE
OF REPORTING PERSON
PN
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|
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CUSIP
No
.
|
00848H108
|
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Page
5 of 11
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1
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NAME
OF REPORTING PERSONS
The IBS Opportunity Fund, Ltd.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
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3
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SEC
USE ONLY
|
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Commonwealth
of The Bahamas
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
176,290
|
|
|
7
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SOLE
DISPOSITIVE POWER
0
|
|
|
8
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SHARED
DISPOSITIVE POWER
176,290
|
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,290
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.49%
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12
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TYPE
OF REPORTING PERSON
FI
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CUSIP
No
.
|
00848H108
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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
2,661,746
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,661,746
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,661,746
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.24%
|
|
|
12
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No
.
|
00848H108
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Page
7 of 11
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Item
1(a).
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Name
of Issuer:
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AgeX
Therapeutics, Inc.
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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:
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This
Schedule 13G 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”)
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The
LP Fund is the direct holder of 525,722 of the Issuer’s shares of common stock
(the “Shares”) and holds warrants issued by the Issuer for an additional
289,628 Shares. The QP Fund is the direct holder of 1,095,074 Shares and holds warrants
issued by the Issuer for an additional 575,032 Shares. The Opportunity Fund is the direct
holder of 114,550 Shares and holds warrants issued by the Issuer for an additional 61,740
Shares. The LP Fund, the QP Fund and the Opportunity Fund (together, the “Funds”)
may each be deemed to be the beneficial owners of the Shares and warrants for 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 and warrants for 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 and warrants
for Shares because he controls the Manager in his position as the President and majority
owner of the Manager. The Manager, the Funds and Mr. Taft are filing this Schedule 13G
pursuant to Rule 13d-1(d) under the Act.
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:
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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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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.0001 par value
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Item
2(e).
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CUSIP
Number: 00848H108
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Item
3.
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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:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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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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☐
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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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☐
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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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☐
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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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☐
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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)
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☐
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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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☐
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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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(a)
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Amount
beneficially owned:
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IBS
Capital LLC – 2,661,746
The
IBS Turnaround Fund, L.P.– 815,350
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106
The
IBS Opportunity Fund, Ltd. – 176,290
David
A. Taft – 2,661,746
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(b)
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Percent
of class:1
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IBS
Capital LLC – 7.24%
The
IBS Turnaround Fund, L.P.– 2.26%
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 4.59%
The
IBS Opportunity Fund, Ltd. – 0.49%
David
A. Taft – 7.24%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
|
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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)
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Shared
power to vote or to direct the vote
|
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IBS
Capital LLC – 2,661,746
The
IBS Turnaround Fund, L.P. – 815,350
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106
The
IBS Opportunity Fund, Ltd. – 176,290
David
A. Taft – 2,661,746
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(iii)
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Sole
power to dispose or to direct the disposition of
|
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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)
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Shared
power to dispose or to direct the disposition of
|
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IBS
Capital LLC – 2,661,746
The
IBS Turnaround Fund, L.P. – 815,350
The
IBS Turnaround Fund (QP) (A Limited Partnership) – 1,670,106
The
IBS Opportunity Fund, Ltd. – 176,290
David
A. Taft – 2,661,746
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1
Percentage calculated in each case based on 35,830,000 aggregate Shares issued and outstanding as reported in the Amendment No.
5 to Form 10 Registration Statement filed by the Issuer on November 26, 2018, plus the applicable number of warrants for additional
shares held by each of the Funds, respectively.
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CUSIP
No
.
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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.
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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.
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Identification
and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution
of Group.
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Not applicable
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Item 10.
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Certification.
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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: February 14, 2019
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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: February 14, 2019
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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: February 14, 2019
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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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CUSIP No
.
|
00848H108
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Page
10 of 11
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THE IBS OPPORTUNITY FUND, LTD.
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Date: February 14, 2019
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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: February
14, 2019
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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
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Page
11 of 11
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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
February 14, 2019, 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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Date: February 14,
2019
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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: February 14, 2019
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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: February 14, 2019
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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 OPPORTUNITY FUND, LTD.
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Date: February 14, 2019
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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: February 14, 2019
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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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