SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 9)
AGEX THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of
Securities)
00848H108
(CUSIP number)
David Ellam
c/o Juvenescence Limited
18 Athol Street
Douglas
Isle of Man IM1 1JA
+441624639393
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
May 24, 2021
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this
cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act by shall be subject to all other provisions of the Act (however, see the
Notes).
1.
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NAME OF REPORTING PERSON
Juvenescence Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
28,759,5981
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
28,759,5981
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,759,5981
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.2%
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14.
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TYPE OF REPORTING PERSON
CO
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1
Comprised of (i) 16,447,500 shares of Common Stock held directly, (ii) 150,000 shares of Common Stock that may be acquired
on exercise of the Warrant issued in August 2019 under the Loan Agreement, (iii) 3,362,098 shares of Common Stock that may be acquired
on exercise of Warrants issued or to be issued in connection with advances under the New Facility, (iv) 6,000,000 shares of Common Stock
that may be issued upon conversion of outstanding amounts under the New Facility at the closing price of the Common Stock on May 24,
2021 and (v) 2,800,000 shares of Common Stock that may be issued upon conversion of outstanding amounts under the Loan Agreement at the
closing price of the Common Stock on May 24, 2021 (capitalized terms are defined below).
SCHEDULE 13D
This amendment (the “Amendment”) amends and supplements
the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on August 16, 2019 (as amended
by Amendment No. 1 filed April 6, 2020, Amendment No. 2 filed July 31, 2020, Amendment No. 3 filed October 7,
2020, Amendment No. 4 filed November 11, 2020, Amendment No. 5 filed January 12, 2021, Amendment No. 6 filed
February 9, 2021, Amendment No. 7 filed February 17, 2021, and Amendment No. 8 filed May 11, 2021, the “Original
Statement”). The Original Statement, as amended by this Amendment (the “Statement”) is filed on behalf of Juvenescence
Limited, an Isle of Man company (the “Reporting Person”), and relates to the shares of Common Stock of AgeX Therapeutics, Inc.,
par value $0.0001 per share (the “Common Stock”).
Capitalized terms used but not defined in this Amendment have the meanings
ascribed to them in the Original Statement. This Amendment amends the Original Statement as specifically set forth herein. Except as set
forth below, all previous Items in the Original Statement remain unchanged.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Original Statement is hereby amended and restated in
its entirety to read as follows:
(a) The Reporting Person beneficially
owns an aggregate of 28,759,598 shares of Common Stock, representing (i) 16,447,500 shares of Common Stock held directly, (ii) 150,000
shares of Common Stock that may be acquired on exercise of the Warrant issued in August 2019 under the Loan Agreement (as defined
below), (iii) 3,362,098 shares of Common Stock that may be acquired on exercise of Warrants issued or to be issued in connection
with advances under the New Facility (as defined below), (iv) 6,000,000 shares of Common Stock that may be issued upon conversion
of outstanding amounts under the New Facility at the closing price of the Common Stock on May 24, 2021 and (v) 2,800,000 shares
of Common Stock that may be issued upon conversion of outstanding amounts under the Loan Agreement at the closing price of the Common
Stock on May 24, 2021. This aggregate amount represents approximately 57.2% of the Issuer’s outstanding common stock, based
upon 37,935,088 shares outstanding as of May 12, 2021, as reported on the Issuer’s Quarterly Report filed on Form 10-Q
on May 17, 2021, and giving effect to the exercise of the Warrants and conversion of amounts outstanding under the New Facility and
the Loan Agreement (and assuming the Amendment Caps do not apply).
(b) The information in Items
7 through 10 of each cover page is incorporated by reference into this Item 5(b).
(c) Except for the information
set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no transactions relating
to the Common Stock during the past 60 days.
(d) - (e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Original Statement is hereby supplemented as follows:
On May 24, 2021, the Reporting Person funded an advance to the
Issuer under the Loan Agreement, in the principal amount of $1,000,000.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this Statement is true, complete and correct.
Date: May 26, 2021
JUVENESCENCE LIMITED
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By:
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/s/ Gregory H. Bailey
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Name:
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Gregory H. Bailey
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Title:
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President
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