Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 02 2021 - 8:00AM
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): March 2, 2021
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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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
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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. ☒
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
8.01 – Other Events
On
March 2, 2021, we issued the press release filed as Exhibit 99.1 to this Report, which is incorporated by reference herein.
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.
Date:
March 2, 2021
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AGEX
THERAPEUTICS, INC.
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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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