Current Report Filing (8-k)
March 08 2021 - 08:01AM
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 6, 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
1.01 – Entry in Material Definitive Agreement.
On
March 6, 2021, AgeX and its subsidiary LifeMap Sciences, Inc. (“LifeMap”) entered into a Plan and Agreement
of Merger (the “Merger Agreement”) with Atlas Capital Partners Limited, a British Virgin Islands company limited by
shares (“Atlas”), and GCLMS Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Atlas
(“Merger Sub”). Pursuant to the Merger Agreement, LifeMap will be merged with Merger Sub, with LifeMap as the surviving
corporation (the “Merger”). The Merger Agreement provides that upon consummation of the Merger, (a) the outstanding
shares of LifeMap common stock will entitle the holders of those shares, including AgeX, to receive a pro rata portion
of a $500,000 cash payment for all shares of LifeMap common stock in the aggregate, with each LifeMap shareholder’s pro
rata portion to be determined in accordance with the number of shares of LifeMap common stock owned by such shareholder as a percentage
of shares of LifeMap common stock outstanding immediately before the effective date of the Merger, and (b) the outstanding
shares of Merger Sub common stock will be converted into shares of LifeMap common stock so that Atlas will become the sole shareholder
of LifeMap. As a result of the Merger, LifeMap will cease to be our subsidiary, and Atlas will become the parent company of LifeMap.
In
connection with the Merger, and as required by the Merger Agreement, AgeX and LifeMap will enter into a Loan Conversion Agreement
pursuant to which prior to the Merger $1,761,296.20 of LifeMap’s indebtedness to AgeX will be converted into 32,556,306
shares of LifeMap common stock. LifeMap will pay AgeX $250,000 in cash to pay off the remaining portion of LifeMap’s
indebtedness to AgeX that will not be converted into shares of LifeMap common stock. AgeX presently holds approximately 80.74%
of the outstanding shares of LifeMap common stock. After the acquiring the additional 32,556,306 shares through the conversion
of LifeMap indebtedness, AgeX will own approximately 93.28% of the outstanding LifeMap common stock.
The Merger Agreement and
the Merger have been approved by the Board of Directors of AgeX and the Board of Directors of LifeMap and by the more than 80%
of the outstanding shares of LifeMap. We expect the Merger to close by March 15, 2021.
The
completion of the Merger is subject to the satisfaction or waiver of closing conditions, such as: (i) obtaining certain third
party consents under license agreements or other contracts to which LifeMap is a party, (ii) performance of the obligations required
to be performed by the parties pursuant to the Merger Agreement, and (iii) the accuracy of the representations and warranties
of the parties under the Merger Agreement.
The
Merger Agreement includes representations and warranties of AgeX, LifeMap, Atlas and Merger Sub made solely for the purposes of
the Merger Agreement and which may be subject to qualifications and limitations agreed to by those parties in connection with
the negotiated terms of the Merger Agreement, and which are not intended to be for the benefit of any shareholders that are not
parties to the Merger Agreement.
LifeMap
or Atlas may terminate the Merger Agreement under the applicable termination provisions: (i) by mutual consent; (ii) if the party
terminating the Merger Agreement is not in breach or default under the Merger Agreement and (a) in the case of a termination by
LifeMap, there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement
made by Atlas or Merger Sub, or (b) in the case of a termination by Atlas, there has been a material breach, inaccuracy in or
failure to perform any representation, warranty, covenant or agreement made by LifeMap, and in any such case described in
(a) or (b) the breach or default has not been cured within the time allowed by the Merger Agreement; (iii) if certain closing
conditions have not been fulfilled, or if it becomes apparent that any of those conditions will not be fulfilled, by March 15,
2021; or (iv) if consummation of the transactions contemplated by the Merger Agreement would be illegal or otherwise prohibited
or any governmental authority shall have issued an order restraining or enjoining the transactions contemplated by the Merger
Agreement and the order has become final and non-appealable.
The
foregoing description of the Merger Agreement is a summary only and is qualified in all respects by reference to the full text
of the Merger Agreement which have been filed as Exhibit 10.1 to this Report.
Item
9.01 - Financial Statements and Exhibits.
*Schedules
and exhibits to the Plan and Agreement of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of
any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission or its staff upon
request.
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:
March 8, 2021
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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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