Current Report Filing (8-k)
May 25 2021 - 4:57PM
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): May 24, 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.
The
description or discussion, in this Form 8-K, of any contract or agreement is a summary only and is qualified in all respects by reference
to the full text of the applicable contract or agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
May 24, 2021, AgeX borrowed an additional $1.0 million of its available credit under a Loan Facility Agreement, dated as of August 13,
2019 and as amended February 10, 2021 (the “Loan Agreement”), with Juvenescence Limited (“Juvenescence”). The
outstanding principal balance of the loans under the Loan Agreement will become due and payable on February 14, 2022 (the “Repayment
Date”).
Juvenescence
may declare the outstanding principal balance of the loans and other sums owed under the Loan Agreement immediately due and payable prior
to the Repayment Date if an Event of Default occurs. Events of Default under the New Loan Agreement include: (i) AgeX fails to pay any
amount in the manner and at the time provided in the Loan Agreement and the failure to pay is not remedied within 10 business days; (ii)
AgeX fails to perform any of its obligations under the Loan Agreement and if the failure can be remedied it is not remedied to the satisfaction
of Juvenescence within 10 business days after notice to AgeX; (iii) other indebtedness for money borrowed in excess of $100,000 becomes
due and payable or can be declared due and payable prior to its due date or if indebtedness for money borrowed in excess of $25,000 is
not paid when due; (iv) AgeX stops payment of its debts generally or discontinues its business or becomes unable to pay its debts as
they become due or enters into any arrangement with creditors generally, (v) AgeX becoming insolvent or in liquidation or administration
or other insolvency procedures, or a receiver, trustee or similar officer is appointed in respect of all or any part of its assets and
such appointment continues undischarged or unstayed for sixty days, (vi) it becomes illegal for AgeX to perform its obligations under
the Loan Agreement or any governmental permit, license, consent, exemption or similar requirement for AgeX to perform its obligations
under the Loan Agreement or to carry out its business is not obtained or ceases to remain in effect; (vii) the issuance or levy of any
judgment, writ, warrant of attachment or execution or similar process against all or any material part of the property or assets of AgeX
if such process is not released, vacated or fully bonded within sixty calendar days after its issue or levy; (viii) any injunction, order
or judgement of any court is entered or issued which in the opinion of Juvenescence materially and adversely affects the ability of AgeX
to carry out its business or to pay amounts owed to Juvenescence under the Loan Agreement, and (ix) there is a change in AgeX’s
financial condition that in the opinion of Juvenescence materially and adversely affects, or is likely to so affect, its ability to perform
any of its obligations under the Loan Agreement.
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:
May 25, 2021
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By:
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/s/
Andrea E. Park
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Chief
Financial Officer
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AgeX Therapeutics (AMEX:AGE)
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