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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): July 21, 2023
AgeX
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-38519 |
|
82-1436829 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
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 |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
AGE |
|
NYSE
American |
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 (the “SEC”) 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
1.01 – Entry in Material Definitive Agreement.
Exchange
Agreement
On
July 21, 2023, AgeX and Juvenescence Limited (“Juvenescence”) entered
into an Exchange Agreement pursuant to which AgeX agreed to issue to Juvenescence 211,600
shares of a newly authorized Series A Preferred Stock and 148,400 shares of a newly authorized Series B Preferred Stock in exchange for
the cancellation of a total of $36 Million of indebtedness consisting of the outstanding principal amount of certain loans made by Juvenescence
to AgeX and loan origination fees accrued with
respect to those loans. The exchange of the indebtedness for shares of Series A Preferred Stock and Series B Preferred Stock (collectively
referred to as the “Preferred Stock”) will be implemented for the purpose of bringing AgeX common stock back into compliance
with the continued listing requirements of the NYSE American that require AgeX to have at least $6
Million of stockholders equity; however the continued listing remains dependent upon a determination by the NYSE American that AgeX has
regained compliance with their listing standards. The
consummation of the exchange of indebtedness for Preferred Stock is expected to occur on or around July 25,
2023 subject to (a) the NYSE American approving
a supplemental application to list the common stock issuable upon conversion of the Preferred Stock into common stock, and (b) the filing
of a Certificate of Designation of the Series A Preferred Stock and a Certificate of Designation of the Series B Preferred Stock with
the Secretary of State of Delaware.
The
foregoing discussion of the Exchange Agreement is a summary only, does not purport to be complete, and is qualified in all respects by
the full terms of the Exchange Agreement which is filed as Exhibit 10.1 to this Report.
Registration
Rights Agreement
AgeX
and Juvenescence have entered into a Registration Rights Agreement pursuant to which AgeX has agreed to use commercially reasonable efforts
to register the for sale under the Securities Act of 1933, as amended (the “Securities Act”) the shares of common stock issuable
upon conversion of Preferred Stock. A registration statement must be filed upon request of Juvenescence if Form S-3 is available to AgeX.
Juvenescence will also have “piggy-back” registration rights if AgeX files a registration statement for the sale of shares
for itself or other stockholders, subject to certain customary exceptions based on the nature of the registration statement. AgeX will
bear the expenses of the registration statement but not underwriting or broker’s commissions related to the sale of the common
stock. AgeX and Juvenescence will indemnify each other from certain liabilities in connection the registration, offer, and sale of securities
under a registration statement, including liabilities arising under the Securities Act.
The
foregoing discussion of the Registration Rights Agreement is a summary only, does not purport to be complete, and is qualified in all
respects by the full terms of the Registration Rights Agreement which is filed as Exhibit 10.2 to this Report.
Preferred
Stock
The
following is a summary of the principal terms of the Series A Preferred Stock and Series B Preferred Stock. This discussion of the Preferred
Stock is a summary only, does not purport to be complete, and is qualified in all respects by the full terms of the Series A Preferred
Stock and Series B Preferred Stock, including the respective powers, designations, preferences, rights qualifications, limitations, and
restrictions of each such series of Preferred Stock, are set forth in the respective forms of Certificate of Designation of each such
series of Preferred Stock filed as Exhibits 4.1 and 4.2 to this Report.
Dividends
The
Preferred Stock is not entitled to receive any payment or distribution of cash or other dividends.
Liquidation
Preference
In
the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of AgeX, subject to the preferences
and other rights of any senior stock, before any assets of AgeX shall be distributed to holders of common stock or other junior stock,
all of the assets of AgeX available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock
and Series B Preferred Stock and any other “parity stock” that may be issued ranking parri passu with those series
of Preferred Stock with respect to liquidation rights, in proportion to the number of shares of Series B Preferred Stock and parity stock
held by each such holder as of the record date for the determination of holders of Series A Preferred Stock, Series B Preferred Stock,
and parity stock entitled to receive such distribution, until AgeX shall have distributed to the holders of those shares an amount of
assets having a value equal to the subscription price per share. If the assets of AgeX shall be insufficient to pay in full such amounts,
then the entire assets to be distributed to the holders of Series A Preferred Stock, Series B Preferred Stock and parity stock shall
be ratably distributed among such holders. The (i) acquisition of AgeX by another entity by means of any transaction or series of transactions
(including, without limitation, any reorganization, merger or consolidation) in which the stockholders of AgeX immediately before such
transaction or series of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion
of such transaction or series of transactions or (ii) a sale of all or substantially all of the assets of AgeX in a single transaction
or series of related transactions, shall be deemed a liquidation.
Conversion
of Preferred Stock into Common Stock
Each
share of Preferred Stock shall be convertible into a number of shares of AgeX common stock determined by dividing (x) a number equal
to the number of dollars and cents comprising the subscription price, by (y) a number equal to the number of dollars and cents comprising
the conversion price. The subscription price per share of Preferred Stock is $100 which was paid through the exchange of indebtedness
for shares of Preferred Stock. The conversion price per share of Series A Preferred Stock or Series B Preferred Stock is $0.72 which
was the closing price of AgeX common stock on the NYSE American on the last trading day immediately preceding the execution of the Exchange
Agreement.
Optional
Conversion.
Preferred
Stock shall be convertible into common stock at the election of the holder of shares of Preferred Stock at any time and from time to
time.
Automatic
Conversion.
The
outstanding shares of Series A Preferred Stock shall automatically be converted into common stock without any further act of AgeX or
its stockholders (“Automatic Conversion”) upon the earliest of: (x) the date on which AgeX or a subsidiary shall have
consummated a merger with Serina Therapeutics, Inc., an Alabama corporation (“Serina”), or a subsidiary thereof; and (y)
February 1, 2024. Further, if the holders of at least a majority of the outstanding shares of Series A Preferred Stock approve or consent
to the Automatic Conversion of the shares of that series, then the outstanding shares of Series A Preferred Stock shall be converted
into common stock upon such approval or consent.
The
outstanding shares of Series B Preferred Stock shall automatically be converted into common stock without any further act of AgeX or
its stockholders upon the earliest of: (x) the date on which AgeX or a subsidiary shall have consummated a merger with Serina or a subsidiary
thereof; and (y) February 1, 2024, provided that such conversion is not limited by the 19.9% Cap or the 50% Cap as described below; and
if Automatic Conversion would then be limited by the 19.9% Cap or the 50% Cap, the Automatic Conversion shall take place on the tenth
day after such stockholder approvals have been obtained as may be required to permit such Automatic Conversion without the limitations
of the 19.9% Cap and the 50% Cap. Further, if the holders of at least a majority of the outstanding shares of Series B Preferred Stock
approve or consent to the Automatic Conversion of the shares of that series, and the conversion is not then limited by the 19.9% Cap
or the 50% Cap, then the outstanding shares of Series B Preferred Stock shall be converted into common stock upon such approval or consent.
Certain
Limitations on Conversion of Series B Preferred Stock
If
under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by
AgeX stockholders would be required in connection with the issuance of common stock in excess of the “19.9% Cap” upon any
conversion of Series B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares
of common stock that may be issued upon conversion of all shares of Series B Preferred Stock shall be an amount equal to the 19.9% Cap.
The 19.9% Cap means 7,550,302 shares of common stock, which is 19.9% of the shares of common stock outstanding on February 14, 2022 when
the 2022 secured convertible promissory note, a portion of which has not been approved by AgeX stockholders for conversion into common
stock without regard to the 19.9% Cap and 50% Cap, was issued.
If
under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by
AgeX stockholders would be required in connection with the issuance of common stock in excess of the 50% Cap upon any conversion of Series
B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares of common stock that
may be issued to a holder of Series B Preferred Stock upon conversion of such shares shall be an amount that, when added to other shares
of common stock owned by such holder immediately prior to such conversion would equal one share less than the 50% Cap.
Adjustment
of conversion price and subscription price
If
AgeX shall (a) declare a dividend or make a distribution on its common stock in shares of common stock, (b) subdivide or reclassify the
outstanding common stock into a greater number of shares, or (c) combine or reclassify the outstanding common stock into a smaller number
of shares, the conversion price in effect at the time of the record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted. If AgeX shall (i) declare a dividend or make a distribution
on a series of Preferred Stock in shares of Preferred Stock, (ii) subdivide or reclassify the outstanding shares of a series of Preferred
Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of a series of Preferred Stock into a smaller
number of shares, the subscription price in effect at the time of the record date for such dividend or distribution or the effective
date of such subdivision, combination or reclassification shall be proportionately adjusted. Successive adjustments in the conversion
price or subscription price, as applicable, shall be made whenever any event specified above shall occur.
No
Fractional Shares
No
fractional share of common stock or scrip shall be issued upon conversion of Preferred Stock. Instead of any fractional share of common
stock which would otherwise be issuable upon conversion of any Preferred Stock, AgeX will pay a cash adjustment in respect of such fractional
interest in an amount equal to that fractional interest at the then fair value determined in accordance with the terms of the Preferred
Stock.
Voting
Rights
The
following matters shall require the approval of the holders of a majority of the shares of a series of Preferred Stock then outstanding,
voting as a separate class: (i) creation of any Preferred Stock ranking as senior stock to the series with respect to liquidation preferences;
(ii) repurchase of any shares of common stock or other junior stock except shares issued pursuant to or in connection with a compensation
or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants of AgeX; (iii)
any sale, conveyance, or other disposition of all or substantially all AgeX’s property or business, or any liquidation or dissolution
of AgeX, or a merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) but only to
the extent that the Delaware General Corporation Law requires that such transaction be approved by each class or series of Preferred
Stock; (iv) any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the
series of Preferred Stock; or (v) any amendment of AgeX’s Certificate of Incorporation or Bylaws that results in any adverse change
in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the series of Preferred Stock. However,
the terms of the Preferred Stock do not restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights,
preferences, and privileges of, and restrictions and limitations on, stock ranking as parity stock or junior stock to a series of Preferred
Stock. Except as may otherwise be required by the Delaware General Corporation Law, as the same may be amended from time to time, the
Preferred Stock will have no other voting rights.
Governing
Law
The
powers, designations, preferences, rights, qualifications, limitations, and restrictions of either series of Preferred Stock, the validity,
authorization and issuance of such Preferred Stock, and the conversion of such Preferred Stock into common stock shall be governed by
and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict
of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”),
whether brought by or against a holder of Preferred Stock or AgeX or any of their respective directors, officers, stockholders, employees
or agents, shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware
Courts”). The Preferred Stock provides that (a) AgeX and each holder of Preferred Stock irrevocably submits to the exclusive
jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and irrevocably waives, and agrees not to assert in any Proceeding
any claim that they are not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are an improper or
inconvenient venue for such Proceeding, and (b) AgeX and each holder of Preferred Stock irrevocably waives personal service of process
and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to such party and agrees that such service shall constitute
good and sufficient service of process and notice
Item
3.02 Unregistered Sales of Equity Securities.
Pursuant
to the Exchange Agreement described in Item 1.01 of this Report, AgeX will issue to Juvenescence shares of Series A Preferred Stock and
Series B Preferred Stock. The Series A Preferred Stock and Series B Preferred Stock will be issued without registration under the Securities
Act of 1933, as amended, in reliance upon the exemption from registration provided under Section 3(a)(9) and the exemption from registration
provided by Section 4(a)(2) thereof and Regulation S thereunder.
Item
3.03 Material Modification to Rights of Security Holders.
As
disclosed in Item 1.01, in the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of AgeX,
subject to the preferences and other rights of any senior stock, before any assets of AgeX shall be distributed to holders of common
stock, all of the assets of AgeX available for distribution to stockholders shall be distributed among the holders of Series A Preferred
Stock and Series B Preferred Stock and any other “parity stock” that may be issued ranking parri passu with those
series of Preferred Stock with respect to liquidation rights, in proportion to the number of shares of Series B Preferred Stock and parity
stock held by each such holder as of the record date for the determination of holders of Series A Preferred Stock, Series B Preferred
Stock, and parity stock entitled to receive such distribution, until AgeX shall have distributed to the holders of those shares an amount
of assets having a value equal to the subscription price per share. If the assets of AgeX shall be insufficient to pay in full such amounts,
then the entire assets to be distributed to the holders of Series A Preferred Stock, Series B Preferred Stock and parity stock shall
be ratably distributed among such holders.
Item
7.01 Regulation FD Disclosure
AgeX
has issued a press release announcing matters reported in Item 1.01 of this Report. A copy of the press release has been furnished as
Exhibit 99.1 to this Report. The information in this Item 7.01 and in the press release furnished as Exhibit 99.1 shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall
be expressly set forth by specific reference in such a filing.
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.
| |
AGEX
THERAPEUTICS, INC. |
| |
|
|
| Date:
July 21, 2023 |
By: |
/s/
Andrea E. Park |
| |
|
Chief
Financial Officer |
Exhibit
4.1
AGEX
THERAPEUTICS, INC.
CERTIFICATE
OF DESIGNATION OF
SERIES
A PREFERRED STOCK, SETTING FORTH THE POWERS,
PREFERENCES,
RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF SUCH SERIES OF PREFERRED STOCK
Pursuant
to Section 151 of the Delaware General Corporation Law, AgeX Therapeutics, Inc., a Delaware corporation (the “Corporation”),
DOES HEREBY CERTIFY:
The
Certificate of Incorporation of the Corporation, as amended, of the Corporation confers upon the Board of Directors of the Corporation
(the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to
establish the number of shares to be included in each such series and to fix the powers, designations, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions thereof. On July 21, 2023, the Board of Directors duly
adopted the following resolution creating a series of preferred stock designated as the Series A Preferred Stock, comprised initially
of 211,600 shares and such resolution has not been modified and is in full force and effect on the date hereof:
RESOLVED,
that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4 of the Corporation’s Certificate
of Incorporation, as amended, a series of Preferred Stock of the Corporation is created out of the authorized but unissued Preferred
Stock of the Corporation, such series to be designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”),
to consist of 211,600 shares, par value $0.0001 per share, the powers, preferences, rights, qualifications, limitations and restrictions
of which shall be as follows:
1.
Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of
this resolution, the meanings herein specified.
Applicable
Exchange means NYSE American stock exchange or any other national securities exchange on which the Common Stock is listed.
Board
of Directors means the Board of Directors of the Corporation.
Business
Day means any day other than a Saturday, Sunday, or day on which banks in California or New York are required or permitted to close.
Common
Stock means shares of common stock, par value $0.0001 per share, and stock of any other class of shares of the Corporation into which
such shares may hereafter be reclassified or changed.
Conversion
Date has the meaning set forth in Section 4(e) below.
Conversion
Price means the price per share at which Common Stock shall be issuable upon conversion of the Series A Preferred Stock, and initially
shall be $0.72 per share, subject to the adjustments set forth in Section 4(g).
Corporation
means AgeX Therapeutics, Inc., a Delaware corporation.
Fair
Value shall have the meaning set forth in Section 4(h) below.
Holder
means the person or entity in whose name shares of Series A Preferred Stock are registered on the then most current stock ownership
record books of the Corporation.
Junior
Stock means (a) for purposes of Section 2 below, the Common Stock and any other class or series of stock of the Corporation not entitled
to receive any dividends in any dividend period unless all preferential dividends required to have been paid or declared and set apart
for payment on the Preferred Stock shall have been so paid or declared and set apart for payment and, (b) for purposes of Section 3 below,
the Common Stock and any other class or series of stock of the Corporation not entitled to receive any assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation until the Preferred Stock shall have received the entire preferential amount to which
such shares of Preferred Stock are entitled upon such liquidation, dissolution or winding up.
Notice
of Conversion means a written notice to the Corporation specifying the name and address of the Holder, the number of shares of Series
A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the particular conversion, the number
of shares of Common Stock owned prior to the particular conversion, and the date on which such conversion is to be effected if such date
is other than the date of delivery of the Notice of Conversion (and share certificates evidencing the shares of Series A Preferred Stock
being converted in the case of Series A Preferred Stock held in certificated form), which date may not be prior to the date the Notice
of Conversion (and share certificates evidencing the Series A Preferred Stock being converted if shares of Series A Preferred Stock are
held in certificated form) is delivered to the Corporation.
Parity
Stock means (a) for purposes of Section 2 below, Series B Preferred Stock of the Corporation and any other class or series of stock
of the Corporation that, with respect to a particular class or series of stock of the Corporation, is entitled to receive payment of
dividends on a parity with the referenced class or series of stock, and (b) for purposes of Section 3 below, Series B Preferred Stock
of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series of stock
of the Corporation is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation on
a parity with the referenced class or series of stock.
Preferred
Stock means any class or series of stock of the Corporation ranking senior to the Common Stock in respect of the right to receive
dividends or in respect of the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation.
Senior
Stock means (a) for purposes of Section 2 below, any class or series of stock of the Corporation that is entitled to receive dividends
before any dividends are paid to the Series A Preferred Stock, and, (b) for purposes of Section 3 below, any class or series of stock
of the Corporation that is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
before any assets are distributed to the Series A Preferred Stock.
Series
A Preferred Stock means the Series A Convertible Preferred Stock of the Corporation.
Subscription
Price means One Hundred Dollars ($100.00) per share of Series A Preferred Stock subject to proportional adjustment for any stock
split, reverse stock split, stock dividend, combination, recapitalization or the like with respect to Series A Preferred Stock.
Subsidiary
means any corporation of which shares of stock possessing at least a majority of the general voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by the Corporation, whether directly or indirectly through
one or more corporations or other business entities.
2.
Dividends. The Holders of Series A Preferred Stock shall not be entitled to receive any dividends whether payable in cash or in
other property.
3.
Distributions Upon Liquidation, Dissolution or Winding Up.
(a)
In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation, subject
to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common
Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among
the holders of Series A Preferred Stock and Parity Stock, in proportion to the number of shares of Series A Preferred Stock and Parity
Stock held by each such holder as of the record date for the determination of holders of Series A Preferred Stock and Parity Stock entitled
to receive such distribution, until the Corporation shall have distributed to such holders of Series A Preferred Stock and Parity Stock
with respect to each share of Series A Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price
per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the holders of Series A Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately
preceding sentence.
(b)
The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation,
any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series
of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction
or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series
of related transactions shall be deemed a liquidation under this Section.
4.
Conversion Rights. The Series A Preferred Stock shall be convertible into Common Stock as follows:
(a)
Conversion at Option of Holder. Subject to and upon compliance with the provisions of this Section 4, the Series A Preferred Stock
shall be convertible at the election of the Holder thereof into a number of fully paid and nonassessable shares of Common Stock determined
in accordance with subparagraph (d) of this Section 4, at any time and from time to time.
(b)
Automatic Conversion. Each outstanding share of Series A Preferred Stock shall automatically be converted, without any further
act of the Corporation or its stockholders, into fully paid and nonassessable Common Stock at the Conversion Price then in effect (the
“Automatic Conversion”) upon the earliest of:
(i)
Automatic Conversion Date. The earlier of (x) the date on which the Company or a Subsidiary shall have consummated a merger with
Serina Therapeutics, Inc., an Alabama corporation, or a subsidiary thereof; and (y) February 1, 2024; and
(ii)
Vote. The Holders of at least a majority of the outstanding shares of the Series A Preferred Stock approve or consent to the Automatic
Conversion.
(c)
Valid Issuance. All Common Stock issued upon conversion of the Series A Preferred Stock will, upon issuance by the Corporation,
be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance
thereof, and the Corporation shall take no action or fail to take any action which will cause a contrary result.
(d)
Number of Shares Issuable Upon Conversion. Each share of Series A Preferred Stock shall be converted into the number of shares
of Common Stock determined by dividing (x) a number equal to the number of dollars and cents comprising the Subscription Price, by (y)
a number equal to the number of dollars and cents comprising the Conversion Price in effect on the Conversion Date.
(e)
Mechanics of Conversion. The Holder of any Series A Preferred Stock may exercise the conversion right specified in paragraph (a)
of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates
for the shares to be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the occurrence of the event
specified in paragraph (b) of this Section 4, the outstanding Series A Preferred Stock shall be converted automatically without any further
action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or
its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates
for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series A Preferred Stock is issued
in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as
the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter
(and after surrender of the certificate or certificates evidencing Series A Preferred Stock to the Corporation or any transfer agent
of the Corporation, if applicable) the Corporation shall issue and deliver to or upon the written order of such Holder a certificate
or certificates for the number of shares of Common Stock to which such Holder is entitled and a check or cash with respect to any fractional
interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the provisions of subparagraph (g)(ii)
of this Section 4, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of
shares covered by a certificate representing Series A Preferred Stock surrendered for conversion (in the case of conversion pursuant
to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder
of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares
of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in
certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series A Preferred
Stock certificates evidencing the Common Stock issuable upon such conversion unless certificates evidencing the Series A Preferred Stock
are delivered to either the Corporation or any transfer agent of the Corporation if such shares of Series A Preferred Stock are held
in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.
(f)
Fractional Shares. No fractional share of Common Stock or scrip shall be issued upon conversion of Series A Preferred Stock. If
more than one share of Series A Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of
shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A
Preferred Stock so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of
any Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest at the then Fair Value.
(g)
Conversion Price and Subscription Price Adjustments. If the Corporation shall (A) declare a dividend or make a distribution on
its Common Stock in shares of Common Stock, (B) subdivide or reclassify the outstanding Common Stock into a greater number of shares,
or (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Price in effect at the time
of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall
be proportionately adjusted. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur.
If the Corporation shall (A) declare a dividend or make a distribution on the Series A Preferred Stock in shares of Series A Preferred
Stock, (B) subdivide or reclassify the outstanding Series A Preferred Stock into a greater number of shares, or (C) combine or reclassify
the outstanding Series A Preferred Stock into a smaller number of shares, the Subscription Price in effect at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately
adjusted. Successive adjustments in the Conversion Price or Subscription Price shall be made whenever any event specified above shall
occur.
(i)
Rounding of Calculations; Minimum Adjustment. All calculations under this Section 4(g) shall be made to the nearest cent or to
the nearest one hundredth (1/100th) of a share, as the case may be. Any provision of this Section 4 to the contrary notwithstanding,
no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than one percent (1%) of the Conversion
Price, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together
with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate one
percent (1%) of the Conversion Price or more. Notwithstanding the foregoing, the Board of Directors may elect at any time to make an
adjustment otherwise required under this Section 4(g) of less than one percent (1%).
(ii)
Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 4(g)
require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence
of such event (A) issuing to the Holder of any Series A Preferred Stock converted after such record date and before the occurrence of
such event the additional Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above
the Common Stock issuable upon such conversion before giving effect to such adjustment, and (B) paying to such Holder any amount of cash
in lieu of a fractional share of Common Stock pursuant to paragraph (h) of this Section 4; provided that the Corporation upon
request shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring such adjustment.
(h)
Fair Value. The “Fair Value” per share of Common Stock for any date shall be determined by the Board of Directors
as follows:
(i)
If the Common Stock is listed on a national securities exchange, the Fair Value shall be the average of the last reported sale price
of the Common Stock on such exchange, for the last twenty consecutive trading days prior to such date; or
(ii)
If the Common Stock is not listed on a national securities exchange but prices for the Common Stock are reported on an interdealer automated
quotation system, the Fair Value shall be the average of the daily high and low sales prices reported on such system during the last
twenty consecutive trading days prior to such date; or
(iii)
If the prices for the Common Stock cannot be determined under Section 4(h)(i) or Section 4(h)(ii), the Fair Value shall be an amount
determined in such reasonable manner as may be prescribed by the Board of Directors in good faith, irrespective of any accounting treatment.
(i)
Statement Regarding Adjustments. Whenever the Conversion Price or Subscription Price shall be adjusted as provided in paragraph
(g) of this Section 4, the Corporation shall forthwith file, at the principal office of the Corporation, a statement showing in detail
the facts requiring such adjustment and the Conversion Price or Subscription Price that shall be in effect after such adjustment, and
the Corporation shall also cause a copy of such statement to be sent to each Holder in the manner for giving notices as provided herein.
Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions
of paragraph (j) of this Section 4.
(j)
Notice to Holders of Series A Preferred Stock. If (i) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (ii) the Corporation shall declare a redemption of the Common Stock, (iii) the Corporation shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (iv) the approval of any stockholders of the Corporation shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (v) a voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation shall be authorized, in each case, the Corporation shall cause to be sent to each Holder of Series
A Preferred Stock at the last address of such Holder as it shall appear upon the stock books of the Corporation, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, and (C) the amount of such dividend, distribution, redemption, rights or warrants per share
to be distributed to holders of Common Stock; provided that the failure to deliver such notice or any defect therein or in the content,
sending, or delivery of such notice shall not affect the validity of the corporate action required to be specified in such notice.
(k)
Costs. The Corporation shall pay all documentary, stamp, transfer or other transaction taxes, if any, attributable to the issuance
or delivery of Common Stock upon conversion of, any Series A Preferred Stock; provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the Holder of the Preferred Stock in respect of which such shares are being issued.
(l)
Reservation of Shares. So long as any Series A Preferred Stock remain outstanding, the Corporation shall reserve at all times
free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the
Series A Preferred Stock, sufficient Common Stock to provide for the conversion of all outstanding Series A Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to, as applicable,
this Certificate of Designation or the Corporation’s Certificate of Incorporation.
5.
Voting Rights. The following matters shall require the approval of the holders of a majority of the Series A Preferred Stock then
outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as Senior Stock to the Series A Preferred Stock
with respect to liquidation preferences; (ii) repurchase of any shares of Junior Stock except shares issued pursuant to or in connection
with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants
of the Corporation; (iii) any sale, conveyance, or other disposition of all or substantially all the Corporation’s property or
business, or any liquidation or dissolution of the Corporation, or a merger into or consolidation with any other corporation (other than
a wholly-owned Subsidiary corporation) but only to the extent that the Delaware General Corporation Law, as the same may be amended from
time to time, requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers,
preferences and rights of, and the qualifications, limitations or restrictions on, the Series A Preferred Stock; or (v) any amendment
of the Corporation’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights
of, and the qualifications, limitations or restrictions on, the Series A Preferred Stock; provided, that nothing in this paragraph shall
restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and
restrictions and limitations on, stock ranking as Parity Stock or Junior Stock to Series A Preferred Stock. Except as may otherwise be
required by the Delaware General Corporation Law, as the same may be amended from time to time, the Series A Preferred Stock shall have
no other voting rights.
6.
Exclusion of Other Rights. Except as may otherwise be required by law, the Series A Preferred Stock shall not have any powers,
preferences and rights of, and the qualifications, limitations or restrictions other than those specifically set forth herein and in
the Corporation’s Certificate of Incorporation.
7.
Notices. Any and all notices or other communications or deliveries to be provided by the Holders, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier
service addressed to the Corporation at its principal executive office to the attention of the Secretary of the Corporation, or sent
by e-mail to such e-mail address as the Corporation may specify for such purpose by notice to the Holders delivered in accordance with
this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder to a Holder shall
be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier service or by e-mail addressed
to such Holder at the address or e-mail address of such Holder appearing on the books of the Corporation. Any notice or other communication
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
by e-mail prior to 5:30 p.m. (New York City time) on any Business Day, (ii) the next Business Day after the time of transmission, if
such notice or communication is delivered via e-mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time)
on any Business Day, (iii) the second Business Day following the date of deposit for delivery with a U.S. nationally recognized next
Business Day courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
8.
Lost or Mutilated Stock Certificate. If a Holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of such mutilated certificate,
or in lieu of or in substitution for such lost, stolen or destroyed certificate, a new certificate for the shares of Series A Preferred
Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence, reasonably satisfactory to the Corporation (which shall
not include the posting of any bond), of such loss, theft or destruction of such certificate, and of the ownership thereof.
9.
Governing Law. The powers, designations, preferences, rights, qualifications, limitations, and restrictions of Series A Preferred
Stock, the validity, authorization and issuance of Series A Preferred Stock, and the conversion of Series A Preferred Stock into Common
Stock shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”),
whether brought by or against a Holder or the Corporation any of their respective directors, officers, stockholders, employees or agents,
shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”). The Corporation
and each Holder irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and
hereby irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject to the jurisdiction
of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding. The Corporation and each
Holder irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to such party hereunder and agrees that such service shall constitute good and sufficient service of process and notice. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. If the Corporation
or any Holder shall commence a Proceeding, the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Proceeding.
10.
Waivers. Any waiver of a breach of any term or provision hereof shall not operate as or be construed to be a waiver of any other
breach of such term or provision or of any breach of any other provision hereof or a waiver by any other Holder. The failure of the Corporation
or a Holder to insist upon strict adherence to any term or provision hereof on one or more occasions shall not be considered a waiver
or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or provision or any
other term or provision hereof on any other occasion. Any waiver by the Corporation or a Holder must be in writing.
11.
Next Business Day. Whenever any notice, payment, action, or performance of any other obligation hereunder shall be due or required
on a day other than a Business Day, such notice, payment, action, or performance shall be given, paid, taken, or performed, as applicable,
on the next succeeding Business Day.
12.
Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.
13.
Severability of Provisions. If any power, preference, right, or qualification of, or limitation or restriction on, the Series
A Preferred Stock set forth herein (as the same may be amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other powers, preferences rights, qualifications, limitations, and restrictions set
forth herein (as the same may be amended from time to time) which can be given effect without the invalid, unlawful or unenforceable
power, preference, right, qualification, limitation, or restriction shall, nevertheless, remain in full force and effect, and no power,
preference, right, qualification, limitation, or restriction herein set forth shall be deemed dependent upon any other such power, preference,
right, qualification, limitation, or restriction unless so expressed herein.
14.
Status of Reacquired Shares. Shares of Series A Preferred Stock which have been issued and reacquired in any manner or which shall
have been converted into Common Stock shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have
the status of authorized and unissued Preferred Stock of the Corporation undesignated as to series and may be redesignated as to series
and reissued.
15.
Repurchases. With respect to the Holders of Series A Preferred Stock, any repurchase by the Corporation of its outstanding Common
Stock upon exercise of a repurchase option contained in an agreement between the Corporation and one or more of its employees, consultants,
officers, directors, employee stock ownership plan trustees, or other persons having a business relationship with the Corporation shall
be permissible, and each Holder of Series A Preferred Stock consents to any such repurchases, regardless of any restrictions on such
repurchase under the Delaware General Corporation Law.
IN
WITNESS WHEREOF, AgeX Therapeutics, Inc. has caused this Certificate of Designation to be executed this 21st day of July 2023.
| AgeX
Therapeutics, Inc. |
|
| |
|
|
| By:
|
/s/
Michael D. West |
|
| |
Michael
D. West |
|
| |
Chief
Executive Officer |
|
Exhibit
4.2
AGEX
THERAPEUTICS, INC.
CERTIFICATE
OF DESIGNATION OF
SERIES
B PREFERRED STOCK, SETTING FORTH THE POWERS,
PREFERENCES,
RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF SUCH SERIES OF PREFERRED STOCK
Pursuant
to Section 151 of the Delaware General Corporation Law, AgeX Therapeutics, Inc., a Delaware corporation (the “Corporation”),
DOES HEREBY CERTIFY:
The
Certificate of Incorporation of the Corporation, as amended, of the Corporation confers upon the Board of Directors of the Corporation
(the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to
establish the number of shares to be included in each such series and to fix the powers, designations, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions thereof. On July 21, 2023, the Board of Directors duly
adopted the following resolution creating a series of preferred stock designated as the Series B Preferred Stock, comprised initially
of 148,400 shares and such resolution has not been modified and is in full force and effect on the date hereof:
RESOLVED,
that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4 of the Corporation’s Certificate
of Incorporation, as amended, a series of Preferred Stock of the Corporation is created out of the authorized but unissued Preferred
Stock of the Corporation, such series to be designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”),
to consist of 148,400 shares, par value $0.0001 per share, the powers, preferences, rights, qualifications, limitations and restrictions
of which shall be as follows:
1.
Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of
this resolution, the meanings herein specified.
19.9%
Cap means 7,550,302 shares of Common Stock.
50%
Cap means one share less than 50% of the total outstanding shares of Common Stock as of the date on which the 50% Cap is determined.
Applicable
Exchange means NYSE American stock exchange or any other national securities exchange on which the Common Stock is listed.
Board
of Directors means the Board of Directors of the Corporation.
Business
Day means any day other than a Saturday, Sunday, or day on which banks in California or New York are required or permitted to close.
Common
Stock means shares of common stock, par value $0.0001 per share, and stock of any other class of shares of the Corporation into which
such shares may hereafter be reclassified or changed.
Conversion
Date has the meaning set forth in Section 4(e) below.
Conversion
Price means the price per share at which Common Stock shall be issuable upon conversion of the Series B Preferred Stock, and initially
shall be $0.72 per share, subject to the adjustments set forth in Section 4(g).
Corporation
means AgeX Therapeutics, Inc., a Delaware corporation.
Fair
Value shall have the meaning set forth in Section 4(h) below.
Holder
means the person or entity in whose name shares of Series B Preferred Stock are registered on the then most current stock ownership
record books of the Corporation.
Junior
Stock means (a) for purposes of Section 2 below, the Common Stock and any other class or series of stock of the Corporation not entitled
to receive any dividends in any dividend period unless all preferential dividends required to have been paid or declared and set apart
for payment on the Preferred Stock shall have been so paid or declared and set apart for payment and, (b) for purposes of Section 3 below,
the Common Stock and any other class or series of stock of the Corporation not entitled to receive any assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation until the Preferred Stock shall have received the entire preferential amount to which
such shares of Preferred Stock are entitled upon such liquidation, dissolution or winding up.
Notice
of Conversion means a written notice to the Corporation specifying the name and address of the Holder, the number of shares of Series
B Preferred Stock to be converted, the number of shares of Series B Preferred Stock owned prior to the particular conversion, the number
of shares of Common Stock owned prior to the particular conversion, and the date on which such conversion is to be effected if such date
is other than the date of delivery of the Notice of Conversion (and share certificates evidencing the shares of Series B Preferred Stock
being converted in the case of Series B Preferred Stock held in certificated form), which date may not be prior to the date the Notice
of Conversion (and share certificates evidencing the Series B Preferred Stock being converted if shares of Series B Preferred Stock are
held in certificated form) is delivered to the Corporation.
Parity
Stock means (a) for purposes of Section 2 below, the Series A Preferred Stock of the Corporation and any other class or series of
stock of the Corporation that, with respect to a particular class or series of stock of the Corporation, is entitled to receive payment
of dividends on a parity with the referenced class or series of stock, and (b) for purposes of Section 3 below, the Series A Preferred
Stock of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series
of stock of the Corporation is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
on a parity with the referenced class or series of stock.
Preferred
Stock means any class or series of stock of the Corporation ranking senior to the Common Stock in respect of the right to receive
dividends or in respect of the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation.
Senior
Stock means (a) for purposes of Section 2 below, any class or series of stock of the Corporation that is entitled to receive dividends
before any dividends are paid to the Series B Preferred Stock, and, (b) for purposes of Section 3 below, any class or series of stock
of the Corporation that is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
before any assets are distributed to the Series B Preferred Stock.
Series
B Preferred Stock means the Series B Convertible Preferred Stock of the Corporation.
Subscription
Price means One Hundred Dollars ($100.00) per share of Series B Preferred Stock subject to proportional adjustment for any stock
split, reverse stock split, stock dividend, combination, recapitalization or the like with respect to Series B Preferred Stock.
Subsidiary
means any corporation of which shares of stock possessing at least a majority of the general voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by the Corporation, whether directly or indirectly through
one or more corporations or other business entities.
2.
Dividends. The Holders of Series B Preferred Stock shall not be entitled to receive any dividends whether payable in cash or in
other property.
3.
Distributions Upon Liquidation, Dissolution or Winding Up.
(a)
In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation, subject
to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common
Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among
the holders of Series B Preferred Stock and Parity Stock, in proportion to the number of shares of Series B Preferred Stock and Parity
Stock held by each such holder as of the record date for the determination of holders of Series B Preferred Stock and Parity Stock entitled
to receive such distribution, until the Corporation shall have distributed to such holders of Series B Preferred Stock and Parity Stock
with respect to each share of Series B Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price
per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the holders of Series B Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately
preceding sentence.
(b)
The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation,
any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series
of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction
or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series
of related transactions shall be deemed a liquidation under this Section.
4.
Conversion Rights. The Series B Preferred Stock shall be convertible into Common Stock as follows:
(a)
Conversion at Option of Holder. Subject to and upon compliance with the provisions of this Section 4, the Series B Preferred Stock
shall be convertible at the election of the Holder thereof into a number of fully paid and nonassessable shares of Common Stock determined
in accordance with subparagraph (d) of this Section 4, at any time and from time to time.
(b)
Automatic Conversion. Each outstanding share of Series B Preferred Stock shall automatically be converted, without any further
act of the Corporation or its stockholders, into fully paid and nonassessable Common Stock at the Conversion Price then in effect (the
“Automatic Conversion”) upon the earliest of:
(i)
Automatic Conversion Date. The earlier of (x) the date on which the Company or a Subsidiary shall have consummated a merger with
Serina Therapeutics, Inc., an Alabama corporation, or a subsidiary thereof; and (y) February 1, 2024, if such conversion is not limited
by the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of this Section 4;
(ii)
Alternate Automatic Conversion Date: If on the date specified in clause (i) of this paragraph (b) such conversion is limited by
the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of this Section 4, then such conversion shall take place on the tenth
day after such stockholder approvals have been obtained as may be required to permit such conversion without the limitations of the 19.9%
Cap and the 50% Cap.
(iii)
Vote. The Holders of at least a majority of the outstanding shares of the Series B Preferred Stock approve or consent to the Automatic
Conversion, provided that such conversion is not then limited by the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of
this Section 4.
(c)
Valid Issuance. All Common Stock issued upon conversion of the Series B Preferred Stock will, upon issuance by the Corporation,
be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance
thereof, and the Corporation shall take no action or fail to take any action which will cause a contrary result.
(d)
Number of Shares Issuable Upon Conversion. Each share of Series B Preferred Stock shall be converted into the number of shares
of Common Stock determined by dividing (x) a number equal to the number of dollars and cents comprising the Subscription Price, by (y)
a number equal to the number of dollars and cents comprising the Conversion Price in effect on the Conversion Date. If under the rules
of the Applicable Exchange, approval by the stockholders of the Corporation would be required in connection with the issuance of Common
Stock in excess of the 19.9% Cap upon any conversion under this Section 4, then unless and until such stockholder approval has been obtained,
the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Preferred Stock in the aggregate
shall be an amount equal to the 19.9% Cap. If under the rules of the Applicable Exchange, approval by the stockholders of the Corporation
would be required in connection with the issuance of Common Stock in excess of the 50% Cap upon any conversion under this Section 4,
then unless and until such stockholder approval has been obtained, the maximum number of shares of Common Stock that may be issued to
a Holder upon conversion of shares of Series B Preferred Stock shall be an amount that, when added to other shares of Common Stock owned
by such Holder immediately prior to such conversion, would equal one share less than the 50% Cap.
(e)
Mechanics of Conversion. The Holder of any Series B Preferred Stock may exercise the conversion right specified in paragraph (a)
of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates
for the shares to be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the occurrence of the event
specified in paragraph (b) of this Section 4, the outstanding Series B Preferred Stock shall be converted automatically without any further
action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or
its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates
for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock is issued
in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as
the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter
(and after surrender of the certificate or certificates evidencing Series B Preferred Stock to the Corporation or any transfer agent
of the Corporation, if applicable) the Corporation shall issue and deliver to or upon the written order of such Holder a certificate
or certificates for the number of shares of Common Stock to which such Holder is entitled and a check or cash with respect to any fractional
interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the provisions of subparagraph (g)(ii)
of this Section 4, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of
shares covered by a certificate representing Series B Preferred Stock surrendered for conversion (in the case of conversion pursuant
to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder
of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares
of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in
certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series B Preferred
Stock certificates evidencing the Common Stock issuable upon such conversion unless certificates evidencing the Series B Preferred Stock
are delivered to either the Corporation or any transfer agent of the Corporation if such shares of Series B Preferred Stock are held
in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.
(f)
Fractional Shares. No fractional share of Common Stock or scrip shall be issued upon conversion of Series B Preferred Stock. If
more than one share of Series B Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of
shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B
Preferred Stock so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of
any Series B Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest at the then Fair Value.
(g)
Conversion Price and Subscription Price Adjustments. If the Corporation shall (A) declare a dividend or make a distribution on
its Common Stock in shares of Common Stock, (B) subdivide or reclassify the outstanding Common Stock into a greater number of shares,
or (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Price in effect at the time
of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall
be proportionately adjusted. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur.
If the Corporation shall (i) declare a dividend or make a distribution on the Series B Preferred Stock in shares of Series B Preferred
Stock, (ii) subdivide or reclassify the outstanding Series B Preferred Stock into a greater number of shares, or (iii) combine or reclassify
the outstanding Series B Preferred Stock into a smaller number of shares, the Subscription Price in effect at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately
adjusted. Successive adjustments in the Conversion Price or Subscription Price shall be made whenever any event specified above shall
occur.
(i)
Rounding of Calculations; Minimum Adjustment. All calculations under this Section 4(g) shall be made to the nearest cent or to
the nearest one hundredth (1/100th) of a share, as the case may be. Any provision of this Section 4 to the contrary notwithstanding,
no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than one percent (1%) of the Conversion
Price, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together
with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate one
percent (1%) of the Conversion Price or more. Notwithstanding the foregoing, the Board of Directors may elect at any time to make an
adjustment otherwise required under this Section 4(g) of less than one percent (1%).
(ii)
Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 4(g)
require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence
of such event (A) issuing to the Holder of any Series B Preferred Stock converted after such record date and before the occurrence of
such event the additional Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above
the Common Stock issuable upon such conversion before giving effect to such adjustment, and (B) paying to such Holder any amount of cash
in lieu of a fractional share of Common Stock pursuant to paragraph (h) of this Section 4; provided that the Corporation upon
request shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring such adjustment.
(h)
Fair Value. The “Fair Value” per share of Common Stock for any date shall be determined by the Board of Directors
as follows:
(i)
If the Common Stock is listed on a national securities exchange, the Fair Value shall be the average of the last reported sale price
of the Common Stock on such exchange, for the last twenty consecutive trading days prior to such date; or
(ii)
If the Common Stock is not listed on a national securities exchange but prices for the Common Stock are reported on an interdealer automated
quotation system, the Fair Value shall be the average of the daily high and low sales prices reported on such system during the last
twenty consecutive trading days prior to such date; or
(iii)
If the prices for the Common Stock cannot be determined under Section 4(h)(i) or Section 4(h)(ii), the Fair Value shall be an amount
determined in such reasonable manner as may be prescribed by the Board of Directors in good faith, irrespective of any accounting treatment.
(i)
Statement Regarding Adjustments. Whenever the Conversion Price or Subscription Price shall be adjusted as provided in paragraph
(g) of this Section 4, the Corporation shall forthwith file, at the principal office of the Corporation, a statement showing in detail
the facts requiring such adjustment and the Conversion Price or Subscription Price that shall be in effect after such adjustment, and
the Corporation shall also cause a copy of such statement to be sent to each Holder in the manner for giving notices as provided herein.
Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions
of paragraph (j) of this Section 4.
(j)
Notice to Holders of Series B Preferred Stock. If (i) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (ii) the Corporation shall declare a redemption of the Common Stock, (iii) the Corporation shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (iv) the approval of any stockholders of the Corporation shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (v) a voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation shall be authorized, in each case, the Corporation shall cause to be sent to each Holder of Series
B Preferred Stock at the last address of such Holder as it shall appear upon the stock books of the Corporation, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, and (C) the amount of such dividend, distribution, redemption, rights or warrants per share
to be distributed to holders of Common Stock; provided that the failure to deliver such notice or any defect therein or in the content,
sending, or delivery of such notice shall not affect the validity of the corporate action required to be specified in such notice.
(k)
Costs. The Corporation shall pay all documentary, stamp, transfer or other transaction taxes, if any, attributable to the issuance
or delivery of Common Stock upon conversion of, any Series B Preferred Stock; provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the Holder of the Preferred Stock in respect of which such shares are being issued.
(l)
Reservation of Shares. So long as any Series B Preferred Stock remain outstanding, the Corporation shall reserve at all times
free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the
Series B Preferred Stock, sufficient Common Stock to provide for the conversion of all outstanding Series B Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to, as applicable,
this Certificate of Designation or the Corporation’s Certificate of Incorporation.
5.
Voting Rights. The following matters shall require the approval of the holders of a majority of the Series B Preferred Stock then
outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as Senior Stock to the Series B Preferred Stock
with respect to liquidation preferences; (ii) repurchase of any shares of Junior Stock except shares issued pursuant to or in connection
with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants
of the Corporation; (iii) any sale, conveyance, or other disposition of all or substantially all the Corporation’s property or
business, or any liquidation or dissolution of the Corporation, or a merger into or consolidation with any other corporation (other than
a wholly-owned Subsidiary corporation) but only to the extent that the Delaware General Corporation Law, as the same may be amended from
time to time, requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers,
preferences and rights of, and the qualifications, limitations or restrictions on, the Series B Preferred Stock; or (v) any amendment
of the Corporation’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights
of, and the qualifications, limitations or restrictions on, the Series B Preferred Stock; provided, that nothing in this paragraph shall
restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and
restrictions and limitations on, stock ranking as Parity Stock or Junior Stock to Series B Preferred Stock. Except as may otherwise be
required by the Delaware General Corporation Law, as the same may be amended from time to time, the Series B Preferred Stock shall have
no other voting rights.
6.
Exclusion of Other Rights. Except as may otherwise be required by law, the Series B Preferred Stock shall not have any powers,
preferences and rights of, and the qualifications, limitations or restrictions other than those specifically set forth herein and in
the Corporation’s Certificate of Incorporation.
7.
Notices. Any and all notices or other communications or deliveries to be provided by the Holders, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier
service addressed to the Corporation at its principal executive office to the attention of the Secretary of the Corporation, or sent
by e-mail to such e-mail address as the Corporation may specify for such purpose by notice to the Holders delivered in accordance with
this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder to a Holder shall
be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier service or by e-mail addressed
to such Holder at the address or e-mail address of such Holder appearing on the books of the Corporation. Any notice or other communication
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
by e-mail prior to 5:30 p.m. (New York City time) on any Business Day, (ii) the next Business Day after the time of transmission, if
such notice or communication is delivered via e-mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time)
on any Business Day, (iii) the second Business Day following the date of deposit for delivery with a U.S. nationally recognized next
Business Day courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
8.
Lost or Mutilated Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of such mutilated certificate,
or in lieu of or in substitution for such lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred
Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence, reasonably satisfactory to the Corporation (which shall
not include the posting of any bond), of such loss, theft or destruction of such certificate, and of the ownership thereof.
9.
Governing Law. The powers, designations, preferences, rights, qualifications, limitations, and restrictions of Series B Preferred
Stock, the validity, authorization and issuance of Series B Preferred Stock, and the conversion of Series B Preferred Stock into Common
Stock shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”),
whether brought by or against a Holder or the Corporation any of their respective directors, officers, stockholders, employees or agents,
shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”). The Corporation
and each Holder irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and
hereby irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject to the jurisdiction
of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding. The Corporation and each
Holder irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to such party hereunder and agrees that such service shall constitute good and sufficient service of process and notice. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. If the Corporation
or any Holder shall commence a Proceeding, the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Proceeding.
10.
Waivers. Any waiver of a breach of any term or provision hereof shall not operate as or be construed to be a waiver of any other
breach of such term or provision or of any breach of any other provision hereof or a waiver by any other Holder. The failure of the Corporation
or a Holder to insist upon strict adherence to any term or provision hereof on one or more occasions shall not be considered a waiver
or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or provision or any
other term or provision hereof on any other occasion. Any waiver by the Corporation or a Holder must be in writing.
11.
Next Business Day. Whenever any notice, payment, action, or performance of any other obligation hereunder shall be due or required
on a day other than a Business Day, such notice, payment, action, or performance shall be given, paid, taken, or performed, as applicable,
on the next succeeding Business Day.
12.
Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.
13.
Severability of Provisions. If any power, preference, right, or qualification of, or limitation or restriction on, the Series
B Preferred Stock set forth herein (as the same may be amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other powers, preferences rights, qualifications, limitations, and restrictions set
forth herein (as the same may be amended from time to time) which can be given effect without the invalid, unlawful or unenforceable
power, preference, right, qualification, limitation, or restriction shall, nevertheless, remain in full force and effect, and no power,
preference, right, qualification, limitation, or restriction herein set forth shall be deemed dependent upon any other such power, preference,
right, qualification, limitation, or restriction unless so expressed herein.
14.
Status of Reacquired Shares. Shares of Series B Preferred Stock which have been issued and reacquired in any manner or which shall
have been converted into Common Stock shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have
the status of authorized and unissued Preferred Stock of the Corporation undesignated as to series and may be redesignated as to series
and reissued.
15.
Repurchases. With respect to the Holders of Series B Preferred Stock, any repurchase by the Corporation of its outstanding Common
Stock upon exercise of a repurchase option contained in an agreement between the Corporation and one or more of its employees, consultants,
officers, directors, employee stock ownership plan trustees, or other persons having a business relationship with the Corporation shall
be permissible, and each Holder of Series B Preferred Stock consents to any such repurchases, regardless of any restrictions on such
repurchase under the Delaware General Corporation Law.
IN
WITNESS WHEREOF, AgeX Therapeutics, Inc. has caused this Certificate of Designation to be executed this 21st day of July 2023.
| AgeX
Therapeutics, Inc. |
|
| |
|
|
| By:
|
/s/
Michael D. West |
|
| |
Michael
D. West |
|
| |
Chief
Executive Officer |
|
Exhibit
10.1
EXCHANGE
AGREEMENT
This
Exchange Agreement (the “Agreement”) is entered into by and between AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”),
and Juvenescence Limited, a company incorporated in the Isle of Man (“JUV”) effective as of July 21, 2023 (the “Effective
Date”).
WHEREAS,
JUV had made certain loans to AgeX that are convertible into shares of AgeX common stock;
WHEREAS,
JUV and AgeX desire for JUV to exchange some or all of those loan amounts and related obligations for shares of a newly created series
of AgeX preferred stock that is convertible into shares of AgeX common stock;
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration
the receipt and adequacy of which is hereby acknowledged, AgeX and JUV agree as follows:
1.
Definitions.
“2020
Loan” means loans advanced to AgeX by JUV pursuant to the Convertible Facility Agreement, dated March 30, 2020 (as amended
by that certain First Amendment to Secured Convertible Facility Agreement, dated July 21, 2020, that certain Second Amendment to the
Secured Convertible Facility Agreement, dated November 12, 2020 and that certain Third Amendment to Secured Convertible Facility Agreement,
dated March 10, 2023) between JUV and AgeX.
“2022
Loan” means loans advanced to AgeX by JUV pursuant to the Amended and Restated Secured Convertible Promissory Note, dated February
9, 2023 which amended and restated a Secured Convertible Promissory Note dated February 14, 2022 (as modified by that certain First Amendment
to Amended and Restated Convertible Promissory Note, dated March 13, 2023, that certain Allonge and Second Amendment to Amended and Restated
Convertible Promissory Note, dated May 9, 2023, and that certain Third Amendment to Amended and Restated Convertible Promissory Note,
dated June 2, 2023) between JUV and AgeX.
“2023
Loan” means loans advanced to AgeX by JUV pursuant to the Secured Convertible Promissory Note, dated March 13, 2023, between
JUV and AgeX.
“Closing
Date” has the meaning ascribed to such term in Section 3.
“Common
Stock” means shares of common stock, par value $0.0001 per share, of AgeX and stock of any other class of shares of AgeX into
which such shares may hereafter be reclassified or changed.
“Conversion
Price” has the meaning ascribed to such term in the Certificate of Designation.
“Delaware
Courts” has the meaning ascribed to such term in Section 8.
“Exchange”
has the meaning ascribed to such term in Section 3.
“Exchange
Loans” means the Outstanding Amounts of Juvenescence Loans being exchanged for Exchange Shares a provided in subparagraphs
(i) through (iii) of paragraph (a) of Section 2.
“Exchange
Shares” means shares of Series A Preferred Stock and Series B Preferred Stock issued to JUV in exchange for the Outstanding
Amount of Exchange Loans as provided in subparagraphs (i) through (iii) of paragraph (a) of Section 2.
“Juvenescence
Loans” means the 2020 Loan, the 2022 Loan, and the 2023 Loan.
“Loan
Documents” means, collectively, each promissory note, loan agreement, credit agreement, facility agreement, security agreement,
and each other document, instrument or agreement, including any and all amendments thereto, governing one or more of the Juvenescence
Loans or delivered by AgeX to JUV in connection with one or more of the Juvenescence Loans.
“Outstanding
Amount” with respect to any Juvenescence Loan shall have the meaning ascribed to such term in the Loan Documents applicable
to such Juvenescence Loan.
“Proceeding”
has the meaning ascribed to such term in Section 8.
“Securities
Act” means the Securities Act of 1933, as amended.
“Series
A Certificate of Designation” means the Certificate of Designation of Series A Preferred Stock of AgeX in the form attached
hereto as EXHIBIT A setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of preferred
stock.
“Series
B Certificate of Designation” means the Certificate of Designation of Series B Preferred Stock of AgeX in the form attached
hereto as EXHIBIT B setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of preferred
stock.
“Series
A Preferred Stock” means the preferred stock of AgeX authorized and issued pursuant to the Series A Certificate of Designation.
“Series
B Preferred Stock” means the preferred stock of AgeX authorized and issued pursuant to the Series B Certificate of Designation.
“Subscription
Price” has the meaning ascribed to such term in the Series A Certificate of Designation or Series B Certificate of Designation,
as applicable, and shall be $100.00 per share.
2.
Exchange. JUV agrees to exchange and to tender to AgeX, Juvenescence Loans in the aggregate Outstanding Amount of $36,000,000
in exchange for shares of Series A Preferred Stock and shares of Series B Preferred Stock as set forth in paragraph (a) of this Section.
AgeX agrees to accept the Outstanding Amount of the Exchange Loans and to issue the Exchange Shares to JUV on the Closing Date.
(a)
The Exchange Loans and the Outstanding Amounts thereof that are being exchanged for Exchange Shares are as follows:
(i)
$8,000,000 principal amount of the 2020 Loan shall be exchanged for 80,000 shares of Series A Preferred Stock at a Subscription Price
of $100 per share;
(ii)
$13,160,000 principal amount of the 2022 Loan shall be exchanged for 131,600 shares of Series A Preferred Stock at a Subscription Price
of $100 per share;
(iii)
$3,500,000 principal amount of the 2022 Loan plus $1,332,800 of “origination fees” pursuant to the 2022 Loan shall be exchanged
for 48,328 shares of Series B Preferred Stock at a Subscription Price of $100 per share; and
(iii)
$10,000,000 principal amount of the 2023 Loan plus $7,200 of “origination fees” pursuant to the 2023 Loan shall be exchanged
for 100,072 shares of Series B Preferred Stock at a Subscription Price of $100 per share.
(b)
The Conversion Price shall be $0.72 per share, the closing price per share of the Common Stock as reported on the NYSE American on the
trading day immediately preceding the Effective Date of this Agreement.
3.
Closing. The consummation of the exchange of the Exchange Loans for Exchange Shares (the “Exchange”), including the cancellation
of the Outstanding Amount of Exchange Loans and the issuance of the Exchange Shares, shall take place at the principal office of AgeX
automatically on the date that the Series A Certificate of Designation and the Series B Certificate of Designation are accepted for filing
by the Secretary of State of Delaware (the “Closing Date”). If for any reason the Series B Certificate of Designation and
the Series B Certificate of Designation are accepted for filing by the Secretary of State of Delaware on different dates, there shall
be a separate Closing Date for the Exchange of Exchange Loans for Series A Preferred Stock and for Series B Preferred Stock and references
in this Agreement to the Closing Date shall refer to the Closing Date applicable to the particular series of preferred stock being issued
for Exchange Loans. The Exchange and Closing Date are subject to the condition that the NYSE American shall have approved for listing
the shares of Company common stock, par value $0.0001 per share, issuable upon conversion of the Series A Preferred Stock and Series
B Preferred Stock.
(a)
On the Closing Date, AgeX shall issue Exchange Shares to JUV in exchange for Exchange Loans by book entry on the stock ownership records
of AgeX and shall provide evidence thereof in form reasonably satisfactory to JUV; provided, that if JUV so requests AgeX shall prepare
and deliver to JUV stock certificates evidencing the Exchange Shares so issued promptly after the Closing Date.
(b)
The obligation of JUV to consummate the Exchange on the Closing Date shall be subject to the satisfaction of the following conditions
on or before the Closing Date:
(i)
The Series A Certificate of Designation or Series B Certificate of Designation, as applicable, shall have been filed in the Office of
the Secretary of State of Delaware;
(ii)
AgeX shall be in good standing as a corporation in the State of Delaware;
(iii)
The representations and warranties of AgeX set forth in this Agreement shall be true and correct in all material respects (except that
any representation or warranty that is subject to a materiality limitation shall be true and correct in all respects) on the Effective
Date and on the Closing Date and JUV shall have received from AgeX a certificate from the Chief Executive Officer or Chief Financial
Officer of AgeX to such effect.
(iv)
No order of any court of competent jurisdiction or of any government agency or authority shall have been issued enjoining, limiting,
delaying, or prohibiting the issuance of the Exchange Shares or the enforcement or performance of this Agreement by AgeX, and no lawsuit
or other proceeding before any such court or government agency or authority shall have been commenced seeking such an order.
4.
Representations and Warranties of AgeX. AgeX represents and warrants to JUV that the following statements are true and correct as
of the Effective Date and as of the Closing Date:
(a)
AgeX is duly incorporated and in good standing under the laws of the State of Delaware and has the power to own its assets and carry
on its business as it is being conducted.
(b)
AgeX has the power to enter into, deliver and perform, and has taken all necessary actions to authorize its entry into, delivery and
performance of this Agreement, including the issuance of the Exchange Shares. This Agreement is a valid agreement of AgeX and enforceable
in accordance with its terms (except as enforcement may be limited by principals of equity), and the issuance of the Exchange Shares
pursuant to this Agreement will not violate or conflict with the Certificate of Incorporation or Bylaws of AgeX or any material agreement
to which AgeX is a party.
(c)
No order of any court of competent jurisdiction or of any government agency or authority has been issued enjoining, limiting, delaying,
or prohibiting the issuance of the Exchange Shares or the enforcement or performance of this Agreement by AgeX, and no lawsuit or other
proceeding before any such court or government agency or authority has been commenced seeking such an order.
(d)
When issued and sold in the Exchange, the Exchange Shares will be duly and validly issued, fully paid and nonassessable. When issued
upon conversion of Exchange Shares in compliance with the Series A Certificate of Designation or Series B Certificate of Designation,
the shares of Common Stock so issued will be duly and validly issued, fully paid and nonassessable.
(e)
The balance sheets of AgeX as at March 31, 2023 and December 31, 2022, and the statements of operations, comprehensive loss, cash flow,
and stockholders’ equity as of March 31, 2023 and March 31, 2022 as contained in AgeX’s Quarterly Report for the three months
ended March 31, 2023 filed with the Securities and Exchange Commission have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and are true and correct in all material respects for the periods presented.
5.
Representations and Warranties of JUV. JUV represents and warrants to AgeX that the following statements are true and correct as
of the Effective Date and as of the Closing Date:
(a)
JUV has made such investigation of AgeX as JUV deemed appropriate for determining to acquire (and thereby make an investment in) the
Exchange Shares, and in making such investigation, JUV has had access to such financial and other information concerning AgeX as JUV
requested.
(b)
JUV understands that the Exchange Shares and shares of Common Stock issuable upon the conversion of the Exchange Shares are being offered
and sold without registration under the Securities Act, or registration or qualification under the securities laws of any state, country,
or other jurisdiction in reliance upon the exemptions from such registration and qualification requirements for nonpublic offerings.
(c)
JUV understands that (i) the Exchange Shares issued pursuant to this Agreement and any Common Stock issued upon conversion of such Exchange
Shares may not to be sold, offered for sale or transferred by JUV unless subsequently registered under the Securities Act and applicable
state securities laws, or unless sold or transferred pursuant to an exemption from such registration, and (ii) such Exchange Shares and
Common Stock will carry a legend to such effect until such time as such Exchange Shares or Common Stock becomes freely transferrable
without registration under the Securities Act.
(d)
JUV is acquiring the Exchange Shares and, any Common Stock that may be issued upon conversion of Exchange Shares, solely for JUV’s
own account, for long-term investment purposes, and not with a view to, or for sale in connection with, any public distribution of the
Exchange Shares or Common Stock.
(e)
JUV is an “accredited investor” as defined in Rule 501 under the Securities Act and is not a “U.S. Person” under
Regulation S under the Securities Act.
6.
Effect of Exchange on Exchange Loans. Upon issuance of Exchange Shares for the Outstanding Amount of Exchange Loans, the Outstanding
Amount so exchanged shall be deemed to have been paid in full. To the extent that the execution, delivery, or performance of this Agreement
by AgeX, including the authorization and issuance of Exchange Shares, would conflict with or violate any term, condition, covenant, or
restriction applicable to AgeX pursuant to any of the Loan Documents, such conflicts and violations are hereby irrevocably waived by
JUV.
7.
Termination. This Agreement shall terminate automatically by its terms on August 7, 2023 if the Exchange has not occurred by such
date, unless JUV and AgeX otherwise agree. Upon such termination without consummation of the Exchange, JUV and AgeX shall be released
from all of their representations, warranties, covenants, agreements, and obligations pursuant to this Agreement.
8.
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of
Delaware, without regard to the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning
such matters (a “Proceeding”) shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware
Courts”). AgeX and JUV each irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any
Proceeding, and hereby irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject
to the jurisdiction of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding. AgeX
and JUV each irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to such party hereunder and agrees that such service shall constitute good and sufficient service of process and notice.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law.
The prevailing party in such Proceeding shall be reimbursed by the other party for all attorneys’ fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such Proceeding.
9.
Waivers. Any waiver of a breach of any term or provision of this Agreement shall not operate as or be construed to be a waiver of
any other breach of such term or provision or of any breach of any other provision of this Agreement. The failure of AgeX or JUV to insist
upon strict adherence to any term or provision of this Agreement on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or provision or any other term or provision of this Agreement
on any other occasion. Any waiver must be in writing.
10.
Headings of Subdivisions. The headings of the various sections and subsections of this Agreement are for convenience of reference
only and shall not affect the interpretation of any of the provisions of this Agreement.
11.
Severability of Provisions. If any term or provision of this Agreement is invalid, unlawful or incapable of being enforced by reason
of any rule of law or public policy, all other terms and provisions of this Agreement which can be given effect without the invalid,
unlawful or unenforceable term or provision shall, nevertheless, remain in full force and effect.
Signature
Page Follows
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| AgeX
Therapeutics, Inc. |
|
| |
|
|
| By:
|
/s/
Michael D. West |
|
| |
Michael
D. West |
|
| |
Chief
Executive Officer |
|
| |
|
|
| Juvenescence
Limited |
|
| |
|
|
| By:
|
/s/
Gregory Bailey |
|
| Name:
|
Gregory Bailey |
|
| Title:
|
Executive Chairman |
|
Exhibit A
Exhibit A
AGEX
THERAPEUTICS, INC.
CERTIFICATE
OF DESIGNATION OF
SERIES
A PREFERRED STOCK, SETTING FORTH THE POWERS,
PREFERENCES,
RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF SUCH SERIES OF PREFERRED STOCK
Pursuant
to Section 151 of the Delaware General Corporation Law, AgeX Therapeutics, Inc., a Delaware corporation (the “Corporation”),
DOES HEREBY CERTIFY:
The
Certificate of Incorporation of the Corporation, as amended, of the Corporation confers upon the Board of Directors of the Corporation
(the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to
establish the number of shares to be included in each such series and to fix the powers, designations, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions thereof. On July 21, 2023, the Board of Directors duly
adopted the following resolution creating a series of preferred stock designated as the Series A Preferred Stock, comprised initially
of 211,600 shares and such resolution has not been modified and is in full force and effect on the date hereof:
RESOLVED,
that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4 of the Corporation’s Certificate
of Incorporation, as amended, a series of Preferred Stock of the Corporation is created out of the authorized but unissued Preferred
Stock of the Corporation, such series to be designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”),
to consist of 211,600 shares, par value $0.0001 per share, the powers, preferences, rights, qualifications, limitations and restrictions
of which shall be as follows:
1.
Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of
this resolution, the meanings herein specified.
Applicable
Exchange means NYSE American stock exchange or any other national securities exchange on which the Common Stock is listed.
Board
of Directors means the Board of Directors of the Corporation.
Business
Day means any day other than a Saturday, Sunday, or day on which banks in California or New York are required or permitted to close.
Common
Stock means shares of common stock, par value $0.0001 per share, and stock of any other class of shares of the Corporation into which
such shares may hereafter be reclassified or changed.
Conversion
Date has the meaning set forth in Section 4(e) below.
Conversion
Price means the price per share at which Common Stock shall be issuable upon conversion of the Series A Preferred Stock, and initially
shall be $0.72 per share, subject to the adjustments set forth in Section 4(g).
Corporation
means AgeX Therapeutics, Inc., a Delaware corporation.
Fair
Value shall have the meaning set forth in Section 4(h) below.
Holder
means the person or entity in whose name shares of Series A Preferred Stock are registered on the then most current stock ownership
record books of the Corporation.
Junior
Stock means (a) for purposes of Section 2 below, the Common Stock and any other class or series of stock of the Corporation not entitled
to receive any dividends in any dividend period unless all preferential dividends required to have been paid or declared and set apart
for payment on the Preferred Stock shall have been so paid or declared and set apart for payment and, (b) for purposes of Section 3 below,
the Common Stock and any other class or series of stock of the Corporation not entitled to receive any assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation until the Preferred Stock shall have received the entire preferential amount to which
such shares of Preferred Stock are entitled upon such liquidation, dissolution or winding up.
Notice
of Conversion means a written notice to the Corporation specifying the name and address of the Holder, the number of shares of Series
A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the particular conversion, the number
of shares of Common Stock owned prior to the particular conversion, and the date on which such conversion is to be effected if such date
is other than the date of delivery of the Notice of Conversion (and share certificates evidencing the shares of Series A Preferred Stock
being converted in the case of Series A Preferred Stock held in certificated form), which date may not be prior to the date the Notice
of Conversion (and share certificates evidencing the Series A Preferred Stock being converted if shares of Series A Preferred Stock are
held in certificated form) is delivered to the Corporation.
Parity
Stock means (a) for purposes of Section 2 below, Series B Preferred Stock of the Corporation and any other class or series of stock
of the Corporation that, with respect to a particular class or series of stock of the Corporation, is entitled to receive payment of
dividends on a parity with the referenced class or series of stock, and (b) for purposes of Section 3 below, Series B Preferred Stock
of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series of stock
of the Corporation is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation on
a parity with the referenced class or series of stock.
Preferred
Stock means any class or series of stock of the Corporation ranking senior to the Common Stock in respect of the right to receive
dividends or in respect of the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation.
Senior
Stock means (a) for purposes of Section 2 below, any class or series of stock of the Corporation that is entitled to receive dividends
before any dividends are paid to the Series A Preferred Stock, and, (b) for purposes of Section 3 below, any class or series of stock
of the Corporation that is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
before any assets are distributed to the Series A Preferred Stock.
Series
A Preferred Stock means the Series A Convertible Preferred Stock of the Corporation.
Subscription
Price means One Hundred Dollars ($100.00) per share of Series A Preferred Stock subject to proportional adjustment for any stock
split, reverse stock split, stock dividend, combination, recapitalization or the like with respect to Series A Preferred Stock.
Subsidiary
means any corporation of which shares of stock possessing at least a majority of the general voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by the Corporation, whether directly or indirectly through
one or more corporations or other business entities.
2.
Dividends. The Holders of Series A Preferred Stock shall not be entitled to receive any dividends whether payable in cash or in
other property.
3.
Distributions Upon Liquidation, Dissolution or Winding Up.
(a)
In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation, subject
to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common
Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among
the holders of Series A Preferred Stock and Parity Stock, in proportion to the number of shares of Series A Preferred Stock and Parity
Stock held by each such holder as of the record date for the determination of holders of Series A Preferred Stock and Parity Stock entitled
to receive such distribution, until the Corporation shall have distributed to such holders of Series A Preferred Stock and Parity Stock
with respect to each share of Series A Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price
per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the holders of Series A Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately
preceding sentence.
(b)
The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation,
any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series
of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction
or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series
of related transactions shall be deemed a liquidation under this Section.
4.
Conversion Rights. The Series A Preferred Stock shall be convertible into Common Stock as follows:
(a)
Conversion at Option of Holder. Subject to and upon compliance with the provisions of this Section 4, the Series A Preferred Stock
shall be convertible at the election of the Holder thereof into a number of fully paid and nonassessable shares of Common Stock determined
in accordance with subparagraph (d) of this Section 4, at any time and from time to time.
(b)
Automatic Conversion. Each outstanding share of Series A Preferred Stock shall automatically be converted, without any further
act of the Corporation or its stockholders, into fully paid and nonassessable Common Stock at the Conversion Price then in effect (the
“Automatic Conversion”) upon the earliest of:
(i)
Automatic Conversion Date. The earlier of (x) the date on which the Company or a Subsidiary shall have consummated a merger with
Serina Therapeutics, Inc., an Alabama corporation, or a subsidiary thereof; and (y) February 1, 2024; and
(ii)
Vote. The Holders of at least a majority of the outstanding shares of the Series A Preferred Stock approve or consent to the Automatic
Conversion.
(c)
Valid Issuance. All Common Stock issued upon conversion of the Series A Preferred Stock will, upon issuance by the Corporation,
be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance
thereof, and the Corporation shall take no action or fail to take any action which will cause a contrary result.
(d)
Number of Shares Issuable Upon Conversion. Each share of Series A Preferred Stock shall be converted into the number of shares
of Common Stock determined by dividing (x) a number equal to the number of dollars and cents comprising the Subscription Price, by (y)
a number equal to the number of dollars and cents comprising the Conversion Price in effect on the Conversion Date.
(e)
Mechanics of Conversion. The Holder of any Series A Preferred Stock may exercise the conversion right specified in paragraph (a)
of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates
for the shares to be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the occurrence of the event
specified in paragraph (b) of this Section 4, the outstanding Series A Preferred Stock shall be converted automatically without any further
action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or
its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates
for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series A Preferred Stock is issued
in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as
the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter
(and after surrender of the certificate or certificates evidencing Series A Preferred Stock to the Corporation or any transfer agent
of the Corporation, if applicable) the Corporation shall issue and deliver to or upon the written order of such Holder a certificate
or certificates for the number of shares of Common Stock to which such Holder is entitled and a check or cash with respect to any fractional
interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the provisions of subparagraph (g)(ii)
of this Section 4, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of
shares covered by a certificate representing Series A Preferred Stock surrendered for conversion (in the case of conversion pursuant
to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder
of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares
of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in
certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series A Preferred
Stock certificates evidencing the Common Stock issuable upon such conversion unless certificates evidencing the Series A Preferred Stock
are delivered to either the Corporation or any transfer agent of the Corporation if such shares of Series A Preferred Stock are held
in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.
(f)
Fractional Shares. No fractional share of Common Stock or scrip shall be issued upon conversion of Series A Preferred Stock. If
more than one share of Series A Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of
shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A
Preferred Stock so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of
any Series A Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest at the then Fair Value.
(g)
Conversion Price and Subscription Price Adjustments. If the Corporation shall (A) declare a dividend or make a distribution on
its Common Stock in shares of Common Stock, (B) subdivide or reclassify the outstanding Common Stock into a greater number of shares,
or (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Price in effect at the time
of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall
be proportionately adjusted. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur.
If the Corporation shall (A) declare a dividend or make a distribution on the Series A Preferred Stock in shares of Series A Preferred
Stock, (B) subdivide or reclassify the outstanding Series A Preferred Stock into a greater number of shares, or (C) combine or reclassify
the outstanding Series A Preferred Stock into a smaller number of shares, the Subscription Price in effect at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately
adjusted. Successive adjustments in the Conversion Price or Subscription Price shall be made whenever any event specified above shall
occur.
(i)
Rounding of Calculations; Minimum Adjustment. All calculations under this Section 4(g) shall be made to the nearest cent or to
the nearest one hundredth (1/100th) of a share, as the case may be. Any provision of this Section 4 to the contrary notwithstanding,
no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than one percent (1%) of the Conversion
Price, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together
with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate one
percent (1%) of the Conversion Price or more. Notwithstanding the foregoing, the Board of Directors may elect at any time to make an
adjustment otherwise required under this Section 4(g) of less than one percent (1%).
(ii)
Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 4(g)
require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence
of such event (A) issuing to the Holder of any Series A Preferred Stock converted after such record date and before the occurrence of
such event the additional Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above
the Common Stock issuable upon such conversion before giving effect to such adjustment, and (B) paying to such Holder any amount of cash
in lieu of a fractional share of Common Stock pursuant to paragraph (h) of this Section 4; provided that the Corporation upon
request shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring such adjustment.
(h)
Fair Value. The “Fair Value” per share of Common Stock for any date shall be determined by the Board of Directors
as follows:
(i)
If the Common Stock is listed on a national securities exchange, the Fair Value shall be the average of the last reported sale price
of the Common Stock on such exchange, for the last twenty consecutive trading days prior to such date; or
(ii)
If the Common Stock is not listed on a national securities exchange but prices for the Common Stock are reported on an interdealer automated
quotation system, the Fair Value shall be the average of the daily high and low sales prices reported on such system during the last
twenty consecutive trading days prior to such date; or
(iii)
If the prices for the Common Stock cannot be determined under Section 4(h)(i) or Section 4(h)(ii), the Fair Value shall be an amount
determined in such reasonable manner as may be prescribed by the Board of Directors in good faith, irrespective of any accounting treatment.
(i)
Statement Regarding Adjustments. Whenever the Conversion Price or Subscription Price shall be adjusted as provided in paragraph
(g) of this Section 4, the Corporation shall forthwith file, at the principal office of the Corporation, a statement showing in detail
the facts requiring such adjustment and the Conversion Price or Subscription Price that shall be in effect after such adjustment, and
the Corporation shall also cause a copy of such statement to be sent to each Holder in the manner for giving notices as provided herein.
Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions
of paragraph (j) of this Section 4.
(j)
Notice to Holders of Series A Preferred Stock. If (i) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (ii) the Corporation shall declare a redemption of the Common Stock, (iii) the Corporation shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (iv) the approval of any stockholders of the Corporation shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (v) a voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation shall be authorized, in each case, the Corporation shall cause to be sent to each Holder of Series
A Preferred Stock at the last address of such Holder as it shall appear upon the stock books of the Corporation, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, and (C) the amount of such dividend, distribution, redemption, rights or warrants per share
to be distributed to holders of Common Stock; provided that the failure to deliver such notice or any defect therein or in the content,
sending, or delivery of such notice shall not affect the validity of the corporate action required to be specified in such notice.
(k)
Costs. The Corporation shall pay all documentary, stamp, transfer or other transaction taxes, if any, attributable to the issuance
or delivery of Common Stock upon conversion of, any Series A Preferred Stock; provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the Holder of the Preferred Stock in respect of which such shares are being issued.
(l)
Reservation of Shares. So long as any Series A Preferred Stock remain outstanding, the Corporation shall reserve at all times
free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the
Series A Preferred Stock, sufficient Common Stock to provide for the conversion of all outstanding Series A Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to, as applicable,
this Certificate of Designation or the Corporation’s Certificate of Incorporation.
5.
Voting Rights. The following matters shall require the approval of the holders of a majority of the Series A Preferred Stock then
outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as Senior Stock to the Series A Preferred Stock
with respect to liquidation preferences; (ii) repurchase of any shares of Junior Stock except shares issued pursuant to or in connection
with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants
of the Corporation; (iii) any sale, conveyance, or other disposition of all or substantially all the Corporation’s property or
business, or any liquidation or dissolution of the Corporation, or a merger into or consolidation with any other corporation (other than
a wholly-owned Subsidiary corporation) but only to the extent that the Delaware General Corporation Law, as the same may be amended from
time to time, requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers,
preferences and rights of, and the qualifications, limitations or restrictions on, the Series A Preferred Stock; or (v) any amendment
of the Corporation’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights
of, and the qualifications, limitations or restrictions on, the Series A Preferred Stock; provided, that nothing in this paragraph shall
restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and
restrictions and limitations on, stock ranking as Parity Stock or Junior Stock to Series A Preferred Stock. Except as may otherwise be
required by the Delaware General Corporation Law, as the same may be amended from time to time, the Series A Preferred Stock shall have
no other voting rights.
6.
Exclusion of Other Rights. Except as may otherwise be required by law, the Series A Preferred Stock shall not have any powers,
preferences and rights of, and the qualifications, limitations or restrictions other than those specifically set forth herein and in
the Corporation’s Certificate of Incorporation.
7.
Notices. Any and all notices or other communications or deliveries to be provided by the Holders, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier
service addressed to the Corporation at its principal executive office to the attention of the Secretary of the Corporation, or sent
by e-mail to such e-mail address as the Corporation may specify for such purpose by notice to the Holders delivered in accordance with
this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder to a Holder shall
be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier service or by e-mail addressed
to such Holder at the address or e-mail address of such Holder appearing on the books of the Corporation. Any notice or other communication
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
by e-mail prior to 5:30 p.m. (New York City time) on any Business Day, (ii) the next Business Day after the time of transmission, if
such notice or communication is delivered via e-mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time)
on any Business Day, (iii) the second Business Day following the date of deposit for delivery with a U.S. nationally recognized next
Business Day courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
8.
Lost or Mutilated Stock Certificate. If a Holder’s Series A Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of such mutilated certificate,
or in lieu of or in substitution for such lost, stolen or destroyed certificate, a new certificate for the shares of Series A Preferred
Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence, reasonably satisfactory to the Corporation (which shall
not include the posting of any bond), of such loss, theft or destruction of such certificate, and of the ownership thereof.
9.
Governing Law. The powers, designations, preferences, rights, qualifications, limitations, and restrictions of Series A Preferred
Stock, the validity, authorization and issuance of Series A Preferred Stock, and the conversion of Series A Preferred Stock into Common
Stock shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”),
whether brought by or against a Holder or the Corporation any of their respective directors, officers, stockholders, employees or agents,
shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”). The Corporation
and each Holder irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and
hereby irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject to the jurisdiction
of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding. The Corporation and each
Holder irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to such party hereunder and agrees that such service shall constitute good and sufficient service of process and notice. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. If the Corporation
or any Holder shall commence a Proceeding, the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Proceeding.
10.
Waivers. Any waiver of a breach of any term or provision hereof shall not operate as or be construed to be a waiver of any other
breach of such term or provision or of any breach of any other provision hereof or a waiver by any other Holder. The failure of the Corporation
or a Holder to insist upon strict adherence to any term or provision hereof on one or more occasions shall not be considered a waiver
or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or provision or any
other term or provision hereof on any other occasion. Any waiver by the Corporation or a Holder must be in writing.
11.
Next Business Day. Whenever any notice, payment, action, or performance of any other obligation hereunder shall be due or required
on a day other than a Business Day, such notice, payment, action, or performance shall be given, paid, taken, or performed, as applicable,
on the next succeeding Business Day.
12.
Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.
13.
Severability of Provisions. If any power, preference, right, or qualification of, or limitation or restriction on, the Series
A Preferred Stock set forth herein (as the same may be amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other powers, preferences rights, qualifications, limitations, and restrictions set
forth herein (as the same may be amended from time to time) which can be given effect without the invalid, unlawful or unenforceable
power, preference, right, qualification, limitation, or restriction shall, nevertheless, remain in full force and effect, and no power,
preference, right, qualification, limitation, or restriction herein set forth shall be deemed dependent upon any other such power, preference,
right, qualification, limitation, or restriction unless so expressed herein.
14.
Status of Reacquired Shares. Shares of Series A Preferred Stock which have been issued and reacquired in any manner or which shall
have been converted into Common Stock shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have
the status of authorized and unissued Preferred Stock of the Corporation undesignated as to series and may be redesignated as to series
and reissued.
15.
Repurchases. With respect to the Holders of Series A Preferred Stock, any repurchase by the Corporation of its outstanding Common
Stock upon exercise of a repurchase option contained in an agreement between the Corporation and one or more of its employees, consultants,
officers, directors, employee stock ownership plan trustees, or other persons having a business relationship with the Corporation shall
be permissible, and each Holder of Series A Preferred Stock consents to any such repurchases, regardless of any restrictions on such
repurchase under the Delaware General Corporation Law.
IN
WITNESS WHEREOF, AgeX Therapeutics, Inc. has caused this Certificate of Designation to be executed this 21st day of July 2023.
| AgeX
Therapeutics, Inc. |
|
| |
|
|
| By:
|
|
|
| |
Michael
D. West |
|
| |
Chief
Executive Officer |
|
Exhibit
B
Exhibit
B
AGEX
THERAPEUTICS, INC.
CERTIFICATE
OF DESIGNATION OF
SERIES
B PREFERRED STOCK, SETTING FORTH THE POWERS,
PREFERENCES,
RIGHTS, QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF SUCH SERIES OF PREFERRED STOCK
Pursuant
to Section 151 of the Delaware General Corporation Law, AgeX Therapeutics, Inc., a Delaware corporation (the “Corporation”),
DOES HEREBY CERTIFY:
The
Certificate of Incorporation of the Corporation, as amended, of the Corporation confers upon the Board of Directors of the Corporation
(the “Board of Directors”) the authority to provide for the issuance of shares of preferred stock in series and to
establish the number of shares to be included in each such series and to fix the powers, designations, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions thereof. On July 21, 2023, the Board of Directors duly
adopted the following resolution creating a series of preferred stock designated as the Series B Preferred Stock, comprised initially
of 148,400 shares and such resolution has not been modified and is in full force and effect on the date hereof:
RESOLVED,
that pursuant to the authority vested in the Board of Directors of the Corporation by Article 4 of the Corporation’s Certificate
of Incorporation, as amended, a series of Preferred Stock of the Corporation is created out of the authorized but unissued Preferred
Stock of the Corporation, such series to be designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”),
to consist of 148,400 shares, par value $0.0001 per share, the powers, preferences, rights, qualifications, limitations and restrictions
of which shall be as follows:
1.
Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of
this resolution, the meanings herein specified.
19.9%
Cap means 7,550,302 shares of Common Stock.
50%
Cap means one share less than 50% of the total outstanding shares of Common Stock as of the date on which the 50% Cap is determined.
Applicable
Exchange means NYSE American stock exchange or any other national securities exchange on which the Common Stock is listed.
Board
of Directors means the Board of Directors of the Corporation.
Business
Day means any day other than a Saturday, Sunday, or day on which banks in California or New York are required or permitted to close.
Common
Stock means shares of common stock, par value $0.0001 per share, and stock of any other class of shares of the Corporation into which
such shares may hereafter be reclassified or changed.
Conversion
Date has the meaning set forth in Section 4(e) below.
Conversion
Price means the price per share at which Common Stock shall be issuable upon conversion of the Series B Preferred Stock, and initially
shall be $0.72 per share, subject to the adjustments set forth in Section 4(g).
Corporation
means AgeX Therapeutics, Inc., a Delaware corporation.
Fair
Value shall have the meaning set forth in Section 4(h) below.
Holder
means the person or entity in whose name shares of Series B Preferred Stock are registered on the then most current stock ownership
record books of the Corporation.
Junior
Stock means (a) for purposes of Section 2 below, the Common Stock and any other class or series of stock of the Corporation not entitled
to receive any dividends in any dividend period unless all preferential dividends required to have been paid or declared and set apart
for payment on the Preferred Stock shall have been so paid or declared and set apart for payment and, (b) for purposes of Section 3 below,
the Common Stock and any other class or series of stock of the Corporation not entitled to receive any assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation until the Preferred Stock shall have received the entire preferential amount to which
such shares of Preferred Stock are entitled upon such liquidation, dissolution or winding up.
Notice
of Conversion means a written notice to the Corporation specifying the name and address of the Holder, the number of shares of Series
B Preferred Stock to be converted, the number of shares of Series B Preferred Stock owned prior to the particular conversion, the number
of shares of Common Stock owned prior to the particular conversion, and the date on which such conversion is to be effected if such date
is other than the date of delivery of the Notice of Conversion (and share certificates evidencing the shares of Series B Preferred Stock
being converted in the case of Series B Preferred Stock held in certificated form), which date may not be prior to the date the Notice
of Conversion (and share certificates evidencing the Series B Preferred Stock being converted if shares of Series B Preferred Stock are
held in certificated form) is delivered to the Corporation.
Parity
Stock means (a) for purposes of Section 2 below, the Series A Preferred Stock of the Corporation and any other class or series of
stock of the Corporation that, with respect to a particular class or series of stock of the Corporation, is entitled to receive payment
of dividends on a parity with the referenced class or series of stock, and (b) for purposes of Section 3 below, the Series A Preferred
Stock of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series
of stock of the Corporation is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
on a parity with the referenced class or series of stock.
Preferred
Stock means any class or series of stock of the Corporation ranking senior to the Common Stock in respect of the right to receive
dividends or in respect of the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation.
Senior
Stock means (a) for purposes of Section 2 below, any class or series of stock of the Corporation that is entitled to receive dividends
before any dividends are paid to the Series B Preferred Stock, and, (b) for purposes of Section 3 below, any class or series of stock
of the Corporation that is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation
before any assets are distributed to the Series B Preferred Stock.
Series
B Preferred Stock means the Series B Convertible Preferred Stock of the Corporation.
Subscription
Price means One Hundred Dollars ($100.00) per share of Series B Preferred Stock subject to proportional adjustment for any stock
split, reverse stock split, stock dividend, combination, recapitalization or the like with respect to Series B Preferred Stock.
Subsidiary
means any corporation of which shares of stock possessing at least a majority of the general voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by the Corporation, whether directly or indirectly through
one or more corporations or other business entities.
2.
Dividends. The Holders of Series B Preferred Stock shall not be entitled to receive any dividends whether payable in cash or in
other property.
3.
Distributions Upon Liquidation, Dissolution or Winding Up.
(a)
In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of the Corporation, subject
to the preferences and other rights of any Senior Stock, before any assets of the Corporation shall be distributed to holders of Common
Stock or other Junior Stock, all of the assets of the Corporation available for distribution to stockholders shall be distributed among
the holders of Series B Preferred Stock and Parity Stock, in proportion to the number of shares of Series B Preferred Stock and Parity
Stock held by each such holder as of the record date for the determination of holders of Series B Preferred Stock and Parity Stock entitled
to receive such distribution, until the Corporation shall have distributed to such holders of Series B Preferred Stock and Parity Stock
with respect to each share of Series B Preferred Stock or Parity Stock an amount of assets having a value equal to the Subscription Price
per share. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed
to the holders of Series B Preferred Stock and Parity Stock shall be ratably distributed among such holders in accordance with the immediately
preceding sentence.
(b)
The (i) acquisition of the Corporation by another entity by means of any transaction or series of transactions (including, without limitation,
any reorganization, merger or consolidation) in which the stockholders of the Corporation immediately before such transaction or series
of transactions do not own a majority of the outstanding stock of the surviving or acquiring corporation upon completion of such transaction
or series of transactions or (ii) a sale of all or substantially all of the assets of the Corporation in a single transaction or series
of related transactions shall be deemed a liquidation under this Section.
4.
Conversion Rights. The Series B Preferred Stock shall be convertible into Common Stock as follows:
(a)
Conversion at Option of Holder. Subject to and upon compliance with the provisions of this Section 4, the Series B Preferred Stock
shall be convertible at the election of the Holder thereof into a number of fully paid and nonassessable shares of Common Stock determined
in accordance with subparagraph (d) of this Section 4, at any time and from time to time.
(b)
Automatic Conversion. Each outstanding share of Series B Preferred Stock shall automatically be converted, without any further
act of the Corporation or its stockholders, into fully paid and nonassessable Common Stock at the Conversion Price then in effect (the
“Automatic Conversion”) upon the earliest of:
(i)
Automatic Conversion Date. The earlier of (x) the date on which the Company or a Subsidiary shall have consummated a merger with
Serina Therapeutics, Inc., an Alabama corporation, or a subsidiary thereof; and (y) February 1, 2024, if such conversion is not limited
by the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of this Section 4;
(ii)
Alternate Automatic Conversion Date: If on the date specified in clause (i) of this paragraph (b) such conversion is limited by
the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of this Section 4, then such conversion shall take place on the tenth
day after such stockholder approvals have been obtained as may be required to permit such conversion without the limitations of the 19.9%
Cap and the 50% Cap.
(iii)
Vote. The Holders of at least a majority of the outstanding shares of the Series B Preferred Stock approve or consent to the Automatic
Conversion, provided that such conversion is not then limited by the 19.9% Cap or the 50% Cap in accordance with subparagraph (d) of
this Section 4.
(c)
Valid Issuance. All Common Stock issued upon conversion of the Series B Preferred Stock will, upon issuance by the Corporation,
be duly authorized and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance
thereof, and the Corporation shall take no action or fail to take any action which will cause a contrary result.
(d)
Number of Shares Issuable Upon Conversion. Each share of Series B Preferred Stock shall be converted into the number of shares
of Common Stock determined by dividing (x) a number equal to the number of dollars and cents comprising the Subscription Price, by (y)
a number equal to the number of dollars and cents comprising the Conversion Price in effect on the Conversion Date. If under the rules
of the Applicable Exchange, approval by the stockholders of the Corporation would be required in connection with the issuance of Common
Stock in excess of the 19.9% Cap upon any conversion under this Section 4, then unless and until such stockholder approval has been obtained,
the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Preferred Stock in the aggregate
shall be an amount equal to the 19.9% Cap. If under the rules of the Applicable Exchange, approval by the stockholders of the Corporation
would be required in connection with the issuance of Common Stock in excess of the 50% Cap upon any conversion under this Section 4,
then unless and until such stockholder approval has been obtained, the maximum number of shares of Common Stock that may be issued to
a Holder upon conversion of shares of Series B Preferred Stock shall be an amount that, when added to other shares of Common Stock owned
by such Holder immediately prior to such conversion, would equal one share less than the 50% Cap.
(e)
Mechanics of Conversion. The Holder of any Series B Preferred Stock may exercise the conversion right specified in paragraph (a)
of this Section 4 by surrendering to the Secretary of the Corporation or any transfer agent of the Corporation the certificate or certificates
for the shares to be converted, if such shares are certificated, accompanied by a Notice of Conversion. Upon the occurrence of the event
specified in paragraph (b) of this Section 4, the outstanding Series B Preferred Stock shall be converted automatically without any further
action by the Holder of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or
its transfer agent. Conversion shall be deemed to have been effected on the date when delivery of a Notice of Conversion and certificates
for shares to be converted is made in the case of conversion under paragraph (a) of this Section 4 if Series B Preferred Stock is issued
in certificated form, or on the date of the event specified in paragraph (b) of this Section 4, and such date is referred to herein as
the “Conversion Date.” Subject to the provisions of subparagraph (g)(ii) of this Section 4, as promptly as practicable thereafter
(and after surrender of the certificate or certificates evidencing Series B Preferred Stock to the Corporation or any transfer agent
of the Corporation, if applicable) the Corporation shall issue and deliver to or upon the written order of such Holder a certificate
or certificates for the number of shares of Common Stock to which such Holder is entitled and a check or cash with respect to any fractional
interest in any share of Common Stock as provided in paragraph (f) of this Section 4. Subject to the provisions of subparagraph (g)(ii)
of this Section 4, the person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable Conversion Date. Upon conversion of only a portion of the number of
shares covered by a certificate representing Series B Preferred Stock surrendered for conversion (in the case of conversion pursuant
to paragraph (a) of this Section 4), as applicable, the Corporation shall issue and deliver to or upon the written order of the Holder
of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares
of Series B Preferred Stock representing the unconverted portion of the certificate so surrendered, if such shares are to be held in
certificated form. Notwithstanding the foregoing, the Corporation shall not be obligated to issue to any Holder of Series B Preferred
Stock certificates evidencing the Common Stock issuable upon such conversion unless certificates evidencing the Series B Preferred Stock
are delivered to either the Corporation or any transfer agent of the Corporation if such shares of Series B Preferred Stock are held
in certificated form. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion shall be required.
(f)
Fractional Shares. No fractional share of Common Stock or scrip shall be issued upon conversion of Series B Preferred Stock. If
more than one share of Series B Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of
shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B
Preferred Stock so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of
any Series B Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest at the then Fair Value.
(g)
Conversion Price and Subscription Price Adjustments. If the Corporation shall (A) declare a dividend or make a distribution on
its Common Stock in shares of Common Stock, (B) subdivide or reclassify the outstanding Common Stock into a greater number of shares,
or (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Price in effect at the time
of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall
be proportionately adjusted. Successive adjustments in the Conversion Price shall be made whenever any event specified above shall occur.
If the Corporation shall (i) declare a dividend or make a distribution on the Series B Preferred Stock in shares of Series B Preferred
Stock, (ii) subdivide or reclassify the outstanding Series B Preferred Stock into a greater number of shares, or (iii) combine or reclassify
the outstanding Series B Preferred Stock into a smaller number of shares, the Subscription Price in effect at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately
adjusted. Successive adjustments in the Conversion Price or Subscription Price shall be made whenever any event specified above shall
occur.
(i)
Rounding of Calculations; Minimum Adjustment. All calculations under this Section 4(g) shall be made to the nearest cent or to
the nearest one hundredth (1/100th) of a share, as the case may be. Any provision of this Section 4 to the contrary notwithstanding,
no adjustment in the Conversion Price shall be made if the amount of such adjustment would be less than one percent (1%) of the Conversion
Price, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together
with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate one
percent (1%) of the Conversion Price or more. Notwithstanding the foregoing, the Board of Directors may elect at any time to make an
adjustment otherwise required under this Section 4(g) of less than one percent (1%).
(ii)
Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 4(g)
require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence
of such event (A) issuing to the Holder of any Series B Preferred Stock converted after such record date and before the occurrence of
such event the additional Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above
the Common Stock issuable upon such conversion before giving effect to such adjustment, and (B) paying to such Holder any amount of cash
in lieu of a fractional share of Common Stock pursuant to paragraph (h) of this Section 4; provided that the Corporation upon
request shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring such adjustment.
(h)
Fair Value. The “Fair Value” per share of Common Stock for any date shall be determined by the Board of Directors
as follows:
(i)
If the Common Stock is listed on a national securities exchange, the Fair Value shall be the average of the last reported sale price
of the Common Stock on such exchange, for the last twenty consecutive trading days prior to such date; or
(ii)
If the Common Stock is not listed on a national securities exchange but prices for the Common Stock are reported on an interdealer automated
quotation system, the Fair Value shall be the average of the daily high and low sales prices reported on such system during the last
twenty consecutive trading days prior to such date; or
(iii)
If the prices for the Common Stock cannot be determined under Section 4(h)(i) or Section 4(h)(ii), the Fair Value shall be an amount
determined in such reasonable manner as may be prescribed by the Board of Directors in good faith, irrespective of any accounting treatment.
(i)
Statement Regarding Adjustments. Whenever the Conversion Price or Subscription Price shall be adjusted as provided in paragraph
(g) of this Section 4, the Corporation shall forthwith file, at the principal office of the Corporation, a statement showing in detail
the facts requiring such adjustment and the Conversion Price or Subscription Price that shall be in effect after such adjustment, and
the Corporation shall also cause a copy of such statement to be sent to each Holder in the manner for giving notices as provided herein.
Where appropriate, such copy may be given in advance and may be included as part of a notice required to be mailed under the provisions
of paragraph (j) of this Section 4.
(j)
Notice to Holders of Series B Preferred Stock. If (i) the Corporation shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (ii) the Corporation shall declare a redemption of the Common Stock, (iii) the Corporation shall authorize
the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights, (iv) the approval of any stockholders of the Corporation shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (v) a voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the Corporation shall be authorized, in each case, the Corporation shall cause to be sent to each Holder of Series
B Preferred Stock at the last address of such Holder as it shall appear upon the stock books of the Corporation, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, and (C) the amount of such dividend, distribution, redemption, rights or warrants per share
to be distributed to holders of Common Stock; provided that the failure to deliver such notice or any defect therein or in the content,
sending, or delivery of such notice shall not affect the validity of the corporate action required to be specified in such notice.
(k)
Costs. The Corporation shall pay all documentary, stamp, transfer or other transaction taxes, if any, attributable to the issuance
or delivery of Common Stock upon conversion of, any Series B Preferred Stock; provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares
in a name other than that of the Holder of the Preferred Stock in respect of which such shares are being issued.
(l)
Reservation of Shares. So long as any Series B Preferred Stock remain outstanding, the Corporation shall reserve at all times
free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the
Series B Preferred Stock, sufficient Common Stock to provide for the conversion of all outstanding Series B Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including,
without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to, as applicable,
this Certificate of Designation or the Corporation’s Certificate of Incorporation.
5.
Voting Rights. The following matters shall require the approval of the holders of a majority of the Series B Preferred Stock then
outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as Senior Stock to the Series B Preferred Stock
with respect to liquidation preferences; (ii) repurchase of any shares of Junior Stock except shares issued pursuant to or in connection
with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants
of the Corporation; (iii) any sale, conveyance, or other disposition of all or substantially all the Corporation’s property or
business, or any liquidation or dissolution of the Corporation, or a merger into or consolidation with any other corporation (other than
a wholly-owned Subsidiary corporation) but only to the extent that the Delaware General Corporation Law, as the same may be amended from
time to time, requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers,
preferences and rights of, and the qualifications, limitations or restrictions on, the Series B Preferred Stock; or (v) any amendment
of the Corporation’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights
of, and the qualifications, limitations or restrictions on, the Series B Preferred Stock; provided, that nothing in this paragraph shall
restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and
restrictions and limitations on, stock ranking as Parity Stock or Junior Stock to Series B Preferred Stock. Except as may otherwise be
required by the Delaware General Corporation Law, as the same may be amended from time to time, the Series B Preferred Stock shall have
no other voting rights.
6.
Exclusion of Other Rights. Except as may otherwise be required by law, the Series B Preferred Stock shall not have any powers,
preferences and rights of, and the qualifications, limitations or restrictions other than those specifically set forth herein and in
the Corporation’s Certificate of Incorporation.
7.
Notices. Any and all notices or other communications or deliveries to be provided by the Holders, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier
service addressed to the Corporation at its principal executive office to the attention of the Secretary of the Corporation, or sent
by e-mail to such e-mail address as the Corporation may specify for such purpose by notice to the Holders delivered in accordance with
this Section. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder to a Holder shall
be in writing and delivered personally or sent by a U.S. nationally recognized next Business Day courier service or by e-mail addressed
to such Holder at the address or e-mail address of such Holder appearing on the books of the Corporation. Any notice or other communication
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
by e-mail prior to 5:30 p.m. (New York City time) on any Business Day, (ii) the next Business Day after the time of transmission, if
such notice or communication is delivered via e-mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time)
on any Business Day, (iii) the second Business Day following the date of deposit for delivery with a U.S. nationally recognized next
Business Day courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
8.
Lost or Mutilated Stock Certificate. If a Holder’s Series B Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of such mutilated certificate,
or in lieu of or in substitution for such lost, stolen or destroyed certificate, a new certificate for the shares of Series B Preferred
Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence, reasonably satisfactory to the Corporation (which shall
not include the posting of any bond), of such loss, theft or destruction of such certificate, and of the ownership thereof.
9.
Governing Law. The powers, designations, preferences, rights, qualifications, limitations, and restrictions of Series B Preferred
Stock, the validity, authorization and issuance of Series B Preferred Stock, and the conversion of Series B Preferred Stock into Common
Stock shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to
the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”),
whether brought by or against a Holder or the Corporation any of their respective directors, officers, stockholders, employees or agents,
shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”). The Corporation
and each Holder irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and
hereby irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject to the jurisdiction
of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding. The Corporation and each
Holder irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to such party hereunder and agrees that such service shall constitute good and sufficient service of process and notice. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. If the Corporation
or any Holder shall commence a Proceeding, the prevailing party in such Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such Proceeding.
10.
Waivers. Any waiver of a breach of any term or provision hereof shall not operate as or be construed to be a waiver of any other
breach of such term or provision or of any breach of any other provision hereof or a waiver by any other Holder. The failure of the Corporation
or a Holder to insist upon strict adherence to any term or provision hereof on one or more occasions shall not be considered a waiver
or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or provision or any
other term or provision hereof on any other occasion. Any waiver by the Corporation or a Holder must be in writing.
11.
Next Business Day. Whenever any notice, payment, action, or performance of any other obligation hereunder shall be due or required
on a day other than a Business Day, such notice, payment, action, or performance shall be given, paid, taken, or performed, as applicable,
on the next succeeding Business Day.
12.
Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.
13.
Severability of Provisions. If any power, preference, right, or qualification of, or limitation or restriction on, the Series
B Preferred Stock set forth herein (as the same may be amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other powers, preferences rights, qualifications, limitations, and restrictions set
forth herein (as the same may be amended from time to time) which can be given effect without the invalid, unlawful or unenforceable
power, preference, right, qualification, limitation, or restriction shall, nevertheless, remain in full force and effect, and no power,
preference, right, qualification, limitation, or restriction herein set forth shall be deemed dependent upon any other such power, preference,
right, qualification, limitation, or restriction unless so expressed herein.
14.
Status of Reacquired Shares. Shares of Series B Preferred Stock which have been issued and reacquired in any manner or which shall
have been converted into Common Stock shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have
the status of authorized and unissued Preferred Stock of the Corporation undesignated as to series and may be redesignated as to series
and reissued.
15.
Repurchases. With respect to the Holders of Series B Preferred Stock, any repurchase by the Corporation of its outstanding Common
Stock upon exercise of a repurchase option contained in an agreement between the Corporation and one or more of its employees, consultants,
officers, directors, employee stock ownership plan trustees, or other persons having a business relationship with the Corporation shall
be permissible, and each Holder of Series B Preferred Stock consents to any such repurchases, regardless of any restrictions on such
repurchase under the Delaware General Corporation Law.
IN
WITNESS WHEREOF, AgeX Therapeutics, Inc. has caused this Certificate of Designation to be executed this 21st day of July 2023.
| AgeX
Therapeutics, Inc. |
|
| |
|
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| By:
|
|
|
| |
Michael
D. West |
|
| |
Chief
Executive Officer |
|
Exhibit
10.2
REGISTRATION
RIGHTS AGREEMENT
This
Registration Rights Agreement (“Agreement”) is entered into as of July 21, 2023 by and between AgeX Therapeutics,
Inc., a California corporation (the “Company”) and the Juvenescence Limited, a company incorporated in the Isle of
Man (“Holder”).
NOW,
THEREFORE, the parties agree as follows:
1.
Certain Definitions. As used in this Agreement the following terms shall have the following respective meanings:
(a)
“Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.
(b)
“Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering
the Act.
(c)
“Exchange Agreement” shall mean the Exchange Agreement between the Company and Holder, dated July 20, 2023, as amended,
and as may be further amended from time to time.
(d)
“Holder” shall mean Juvenescence Limited, a company incorporated in the Isle of Man, and its transferees as permitted
by Section 6.
(e)
The terms “register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness
of such registration statement.
(f)
“Registrable Securities” means the Shares. Any securities that are (i) distributed as a dividend or otherwise with
respect to Registrable Securities, (ii) issuable upon the exercise or conversion of Registrable Securities, or (iii) issued or issuable
in exchange for or through conversion of Registrable Securities pursuant to a recapitalization, reorganization, merger, consolidation
or other transaction shall also constitute Registrable Securities.
(g)
“Series A Certificate of Designation” means the Certificate of Designation of Series A Preferred Stock of Company
accepted for filing by the Secretary of State of Delaware in connection with the Exchange Agreement setting forth the powers, preferences,
rights, qualifications, limitations and restrictions of such series of preferred stock.
(h)
“Series B Certificate of Designation” means the Certificate of Designation of Series B Preferred Stock of Company
accepted for filing by the Secretary of State of Delaware in connection with the Exchange Agreement setting forth the powers, preferences,
rights, qualifications, limitations and restrictions of such series of preferred stock.
(i)
“Series A Preferred Stock” means the preferred stock of Company authorized and issued pursuant to the Series A Certificate
of Designation.
(j)
“Series B Preferred Stock” means the preferred stock of Company authorized and issued pursuant to the Series B Certificate
of Designation.
(k)
“Shares” means collectively, any and all shares of common stock, par value $0.0001 per share, of the Company issued
or to be issued by the Company pursuant to the terms of the Exchange Agreement, including any shares of common stock issuable by the
Company upon conversion of Series A Preferred Stock and Series B Preferred Stock pursuant to the terms of the Series A Certificate of
Designation and Series B Certificate of Designation, respectively.
2.
Registration Rights.
(a)
Filing of Registration Statement with Respect to Shares. The Company agrees, at its expense, to file a registration statement
with the Commission to register Registrable Securities under the Act, and to take such other actions as may be necessary to allow the
Registrable Securities to be freely tradable, without restrictions under the Act, provided that the Company is eligible to register such
Registrable Securities on Form S-3. Such registration statement shall be filed following a written request for registration from the
Holder. The Company will use commercially reasonable efforts to cause the registration statement to become effective as promptly as practicable
after filing. The Company will make all filings required under applicable state securities or “blue sky” laws so that the
Registrable Securities being registered shall be registered or qualified for sale under the securities or blue sky laws of New York,
California and such jurisdictions as shall be reasonably appropriate for distribution of the Shares covered by the registration statement.
The registration statement shall be a “shelf” registration pursuant to Rule 415 (or similar rule that may be adopted by the
Commission) and shall provide that the Holder’s plan of distribution is to offer and sell Shares from time to time at market prices
or prices related to market prices; provided, that a registration statement may be amended to provide for an underwritten public offering
of Registrable Securities included in the registration statement if the Holder submits to the Company a written notice to such effect
with a copy of the applicable underwriting documents and such other relevant information concerning the offering as the Company may request.
The Company shall use commercially reasonable efforts to keep each such registration statement effective until the earlier of (i) completion
of the distribution or distributions being made pursuant thereto, and (ii) such time as the Holder is eligible to sell its Shares under
Rule 144 under the Act without application of the manner of sale and volume limitations under Rule 144. The Company will furnish to the
Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act and
such other related documents as the Holder may reasonably request in order to effect the sale of its Registrable Securities.
(b)
“Piggy-Back Registration” of Shares. If, at any time the Company proposes to register any of its securities under
the Act (otherwise than pursuant to (i) this Agreement, (ii) a registration statement pertaining to subscription rights distributed to
Company shareholders, and (iii) a registration on a Form S-8 or any other form if such form cannot be used for registration of the Registrable
Securities pursuant to its terms), and the Shares shall not then be eligible for sale by the Holder under Rule 144 under the Act, the
Company shall, as promptly as practicable, give written notice to the Holder. The Company shall include in such registration statement
the Registrable Securities proposed to be sold by the Holder, subject to the provisions of Section 2(e) if the offering is made through
underwriters. If the registration by the Company pertains to an offering by the Company without underwriters, Holder shall not be entitled
to participate as a party to any stock sale or purchase agreement entered into by the Company for the sale of securities for its own
account or to otherwise sell Registrable Securities to any prospective purchaser to whom the Company offers registered securities for
the Company’s account other than in “at-the-market” transactions as defined in Rule 415 promulgated under the Act.
(c)
Costs of Registration. The Company shall pay the cost of the registration statements filed pursuant to this Agreement, including
without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including counsel’s
fees and expenses in connection therewith), printing expenses, messenger and delivery expenses, internal expenses of the Company, listing
fees and expenses, and fees and expenses of the Company’s counsel, independent accountants and other persons retained or employed
by the Company. Holder shall pay any underwriters discounts applicable to the Registrable Securities.
(d)
Other Securities. Any registration statement filed pursuant to this Agreement may include other securities of the Company which
are held by other persons who, by virtue of agreements with the Company or permission given, are entitled to include their securities
in such registration.
(e)
Underwriting. If Holder wishes to include Shares or other Registrable Securities in a registration under Section 2(b), or if Holder
intends to distribute Shares by means of an underwriting to be registered under Section 2(a), Holder shall so advise the Company prior
to the effective date of the registration statement filed by the Company.
The
Company shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting the
Holder, in the case of a registration under Section 2(a), or selected by the Company in its sole discretion in the case of a registration
under Section 2(b). Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Holder and the Company
in writing that marketing factors require a limitation of the number of shares to be underwritten, then, the number of Registrable Securities
that may be included in the registration and underwriting shall be allocated first to the Company in a registration under Section 2(b),
and then, in a registration under Section 2(a) or Section 2(b), among Holder and any other holders of securities having rights to include
their securities in the registration, at the time of filing the registration statement. No Registrable Securities excluded from the underwriting
by reason of the managing underwriter’s marketing limitation shall be included in such registration.
If
Holder or any other holder of securities eligible for inclusion in the registration disapproves of the terms of the underwriting, such
person may elect to withdraw from the underwriting and registration by written notice to the Company and the managing underwriter. The
Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration; provided, however, that, if
by the withdrawal of such Registrable Securities or other securities a greater number of Registrable Securities held by other securities
held by persons having rights to participate in such registration may be included in such registration (up to the maximum of any limitation
imposed by the underwriters), then the Company shall offer to Holder and other persons who have included Registrable Securities or other
securities in the registration the right to include additional Registrable Securities or other securities in the same proportion used
in determining the underwriter limitation.
(f)
Waiver. Notwithstanding any other provision of this Agreement, the rights of the Holder under Section 2(b) may be waived by the
Holder.
(g)
Limitation on Company Liability. The Company shall have no obligation to make any cash settlement or payment to Holder, or to
issue any additional Registrable Securities or other securities to Holder, in the event that the Company is unable to effect or maintain
in effect the registration of any Registrable Securities under the Act or any state securities law despite the Company’s commercially
reasonable efforts so to do.
3.
Indemnification.
(a)
The Company will indemnify, defend and hold harmless Holder, each of its officers, directors and partners, and each person who controls
Holder within the meaning of the Act, and each underwriter, if any, and each person who controls any underwriter within the meaning of
the Act from and against all expenses, claims, losses, damages and liabilities (or actions commenced or threatened in respect thereof),
including any of the foregoing incurred in settlement of any litigation commenced or threatened (other than a settlement effected without
the consent of the Company, which consent will not unreasonably be withheld), to the extent such expenses, claims, losses, damages and
liabilities (or actions commenced or threatened in respect thereof) arise out of or are based on (i) any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, offering
Registrable Securities, or any omission to state therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation, by the Company, of any rule or
regulation promulgated under the Act and applicable to the Company and relating to any registration of Registrable Securities by the
Company under the Act. The Company will reimburse Holder, each of its officers, directors and partners, and each person controlling Holder,
each such underwriter and each such person who controls any such underwriter, for any legal and any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by Holder or underwriter or controlling person specifically
for use in connection with the registration or offering of Registrable Securities.
(b)
Holder will, if Registrable Securities held by Holder are included in a registration under the Act or under any state securities law,
indemnify, defend and hold harmless the Company, each of its directors and officers, and each independent accountant of the Company,
each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company
or such underwriter within the meaning of the Act, from and against all claims, losses, damages and liabilities (or actions commenced
or threatened in respect thereof) arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement or prospectus, or any amendment or supplement offering Registrable Securities, or any omission
(or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or (ii) any violation, by Holder, of any rule or regulation promulgated
under the Act applicable to Holder and relating to action or inaction required of Holder in connection with any registration of Registrable
Securities. Holder will reimburse the Company and its directors, officers, partners, persons, accounting firms, underwriters, or control
persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement or prospectus in reliance upon and in conformity with written information
furnished to the Company or any underwriter by Holder specifically for use therein; provided, however, that the obligations of Holder
under this Section 3(b) shall be limited to an amount equal to the net proceeds to Holder from the sale of Registrable Securities pursuant
to such registration.
(c)
Each party entitled to indemnification under this Section 3 (the “Indemnified Party”) shall give notice to the party
required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or
any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or
any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld). The
Indemnified Party may participate in such defense at the Indemnified Party’s own expense. The failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 3 except to the extent
such failure is prejudicial to the ability of the Indemnifying Party to defend such action, but such failure shall not relieve the Indemnifying
Party of any liability that the Indemnifying Party may have to any Indemnified Party otherwise than under this Section 3. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such claim or litigation.
4.
Information by Holder. Holder shall furnish to the Company and to each underwriter, upon the Company’s request, such information
regarding Holder and the distribution proposed by Holder as shall be required in connection with any registration of Registrable Securities.
5.
Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may
permit the sale of the Registrable Securities to the public without registration, the Company agrees to:
(a)
Use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at such times as the Company is subject
to the reporting requirements under Section 13 of the Exchange Act; and,
(b)
So long as Holder owns any Registrable Securities, furnish to Holder forthwith upon written request a written statement by the Company
as to its compliance with the reporting requirements of the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company under the Exchange Act as Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing Holder to sell any such securities without registration.
6.
Transfer of Registration Rights. The rights to cause the Company to register securities under this Agreement may be assigned:
(a) to an “affiliate” (defined as an entity that controls, is controlled by, or under common control with the transferor);
(b) to one or more of its general partners, limited partners, or members if the transferor is a partnership or limited liability company;
or (c) to any other transferee or assignee of an aggregate of twenty-five percent (25%) or more of the transferor’s Registrable
Securities; provided, that as a condition to any transfer of such rights the transferor must give the Company written notice at the time
or within a reasonable time after said transfer, stating its desire to transfer such rights, the name and address of the transferee or
assignee, and identifying the securities with respect to which such registration rights are being assigned; provided, further, that nothing
in this Section shall be construed in any way to limit any restriction or condition on transfer of any Registrable Securities imposed
by any other agreement between Holder and the Company, the Act, any rule or regulation promulgated under the Act, or any state securities
or blue sky law or any rule or regulation thereunder. In the event of any such transfer, the transferee shall have the rights and obligations
of Holder, provided that the rights under Section 2(a) may be exercised only by holders of not less than 50% of the Registrable Securities.
7.
Computation of Certain Percentages. Where any provision of this Agreement provides for the exercise, waiver, or amendment of any
rights upon the action of a holder of a specified percentage of Registrable Securities, such percentage shall be determined based upon
the aggregate number of Registrable Securities issued and outstanding.
8.
Miscellaneous.
(a)
Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, as applied to contracts
entered into in California between California residents and to be performed entirely within California.
(b)
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
(c)
Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement between the parties with
regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated orally,
but only by a written instrument signed by the Company and Holder.
(d)
Notices, etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, or otherwise delivered by hand, by messenger or next business day air freight services, addressed
(i) if to Holder at Holder’s address set forth on the signature page hereto, or at such other address as Holder shall have furnished
to the Company in writing, or (ii) if to the Company, at 1010 Atlantic Avenue, Suite 102, Alameda, California 94501; attention: Chief
Financial Officer, or at such other address as the Company shall have furnished to Holder in writing.
(e)
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default
of any other party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of or
acquiescence in any such breach or default or any similar breach or default thereafter occurring. A waiver of any single breach or default
shall not be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval
of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement,
must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any party, shall be cumulative and not alternative.
(f)
Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
(g)
Titles and Subtitles. The titles of the sections and subparagraphs of this Agreement are for convenience of reference only and
are not to be considered in construing this Agreement.
(h)
Counterparts. This Agreement may be executed in any number of counterparts (including by separate counterpart signature pages),
each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart of this Agreement may
be signed by electronic or facsimile, and such electronic or facsimile signature shall be deemed an original signature.
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
COMPANY:
| AGEX
THERAPEUTICS, INC. |
|
| |
|
| By:
|
/s/
Michael D. West |
|
| Name: |
Michael
D. West |
|
| Title: |
Chief
Executive Officer |
|
| |
|
|
| HOLDER: |
|
| |
|
| JUVENESCENCE
LIMITED |
|
| |
|
| By:
|
/s/
Gregory Bailey |
|
| Name: |
Gregory Bailey |
|
| Title: |
Executive Chairman |
|
Exhibit
99.1
AgeX
Therapeutics Announces $36,000,000 Debt Exchange for Preferred Stock
ALAMEDA,
Calif.—(BUSINESS WIRE)—July 21, 2023—AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology
company developing therapeutics for human aging and regeneration, reported that on July 21, 2023, AgeX and Juvenescence Limited entered
into an Exchange Agreement pursuant to which AgeX agreed to issue to Juvenescence 211,600 shares of a newly authorized Series A Preferred
Stock and 148,400 shares of a newly authorized Series B Preferred Stock in exchange for the cancellation of a total of $36 Million of
indebtedness consisting of the outstanding principal amount of certain loans made by Juvenescence to AgeX and loan origination fees accrued
with respect to those loans.
The
exchange of the indebtedness for shares of Series A Preferred Stock and Series B Preferred Stock (collectively referred to as the “Preferred
Stock”) will be implemented for the purpose of bringing AgeX common stock back into compliance with the continued listing requirements
of the NYSE American that require AgeX to have at least $6 Million of stockholders equity; however the continued listing remains dependent
upon a determination by the NYSE American that AgeX has regained compliance with their listing standards. The exchange of $36 Million
of indebtedness for the Preferred Stock would, on a proforma basis as of March 31, 2023, increase AgeX’s stockholders equity to
approximately $16 Million from a deficit of approximately $20 Million. Actual stockholders equity will be reduced by losses recognized
by AgeX subsequent to March 31, 2023 which are not reflected in the pro forma amounts but if the exchange of indebtedness for Preferred
Stock were to be consummated on the date of this press release, AgeX's stockholder equity would exceed the $6 Million amount necessary
to meet NYSE American continued listing requirements. The consummation of the exchange of indebtedness for Preferred Stock is expected
to occur on or around July 25, 2023 subject to (a) the NYSE American approving a supplemental application to list the common stock issuable
upon conversion of the Preferred Stock into common stock, and (b) the filing of a Certificate of Designation of the Series A Preferred
Stock and a Certificate of Designation of the Series B Preferred Stock with the Secretary of State of Delaware.
The
Preferred Stock is not entitled to receive any payment or distribution of cash or other dividends. In the event of any voluntary or involuntary
liquidation, dissolution or other winding up of the affairs of AgeX, subject to the preferences and other rights of any senior stock,
before any assets of AgeX shall be distributed to holders of common stock or other junior stock, all of the assets of AgeX available
for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock and Series B Preferred Stock until
AgeX shall have distributed to the holders of those shares an amount of assets having a value equal to the subscription price per share.
Each
share of Preferred Stock will be convertible into a number of shares of AgeX common stock determined by dividing (x) a number equal to
the number of dollars and cents comprising the subscription price, by (y) a number equal to the number of dollars and cents comprising
the conversion price. The subscription price per share of Preferred Stock is $100 which was paid through the exchange of indebtedness
for shares of Preferred Stock. The conversion price per share of Series A Preferred Stock or Series B Preferred Stock is $0.72 which
was the closing price of AgeX common stock on the NYSE American on the last trading day immediately preceding the execution of the Exchange
Agreement.
If
under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by
AgeX stockholders would be required in connection with the issuance of common stock in excess of the “19.9% Cap” upon any
conversion of Series B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares
of common stock that may be issued upon conversion of all shares of Series B Preferred Stock shall be an amount equal to the 19.9% Cap.
The 19.9% Cap means 7,550,302 shares of common stock.
If
under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by
AgeX stockholders would be required in connection with the issuance of common stock in excess of the 50% Cap upon any conversion of Series
B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares of common stock that
may be issued to a holder of Series B Preferred Stock upon conversion of such shares shall be an amount that, when added to other shares
of common stock owned by such holder immediately prior to such conversion would equal one share less than the 50% Cap.
The
Preferred Stock has limited voting rights. The following matters will require the approval of the holders of a majority of the shares
of a series of Preferred Stock then outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as senior stock
to the series with respect to liquidation preferences; (ii) repurchase of any shares of common stock or other junior stock except shares
issued pursuant to or in connection with a compensation or incentive plan or agreement approved by the Board of Directors for any officers,
directors, employees or consultants of AgeX; (iii) any sale, conveyance, or other disposition of all or substantially all AgeX’s
property or business, or any liquidation or dissolution of AgeX, or a merger into or consolidation with any other corporation (other
than a wholly-owned subsidiary corporation) but only to the extent that the Delaware General Corporation Law requires that such transaction
be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers, preferences and rights of, and the qualifications,
limitations or restrictions on, the series of Preferred Stock; or (v) any amendment of AgeX’s Certificate of Incorporation or Bylaws
that results in any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on,
the series of Preferred Stock. Except as may otherwise be required by the Delaware General Corporation Law, the Preferred Stock will
have no other voting rights.
About
AgeX Therapeutics
AgeX
Therapeutics, Inc. (NYSE American: AGE) is focused on developing and commercializing innovative therapeutics to treat human diseases
to increase healthspan and combat the effects of aging. AgeX’s PureStem® and UniverCyte™ manufacturing and
immunotolerance technologies are designed to work together to generate highly defined, universal, allogeneic, off-the-shelf pluripotent
stem cell-derived young cells of any type for application in a variety of diseases with a high unmet medical need. AgeX has two preclinical
cell therapy programs: AGEX-VASC1 (vascular progenitor cells) for tissue ischemia and AGEX-BAT1 (brown fat cells) for Type II diabetes.
AgeX’s revolutionary longevity platform induced tissue regeneration (iTR™) aims to unlock cellular immortality and regenerative
capacity to reverse age-related changes within tissues. HyStem® is AgeX’s delivery technology to stably engraft
PureStem or other cell therapies in the body. AgeX is seeking opportunities to establish licensing and collaboration arrangements around
its broad IP estate and proprietary technology platforms and therapy product candidates.
For
more information, please visit www.agexinc.com or connect with the company on Twitter, LinkedIn, Facebook,
and YouTube.
Forward-Looking
Statements
Certain
statements contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not historical fact including, but not limited to statements that contain words such as “will,”
“believes,” “plans,” “anticipates,” “expects,” “estimates” should also be
considered forward-looking statements. Forward-looking statements involve risks and uncertainties. Actual results may differ materially
from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties
that affect the business of AgeX Therapeutics, Inc. and its subsidiaries, particularly those mentioned in the cautionary statements found
in more detail in the “Risk Factors” section of AgeX’s most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking
statements to change. AgeX specifically disclaims any obligation or intention to update or revise these forward-looking statements as
a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.
Contact
for AgeX:
Andrea
E. Park
apark@agexinc.com
(510)
671-8620
AGEX
THERAPEUTICS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED PRO FORMA BALANCE SHEET
(in
thousands, except par value amounts)
(unaudited)
| | |
March 31, 2023 | | |
Adjustment 1 | | |
Adjustment 2 | | |
Adjustment 3 | | |
Adjusted Balance | |
| ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 280 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 280 | |
| Accounts and grants receivable, net | |
| 6 | | |
| - | | |
| - | | |
| - | | |
| 6 | |
| Prepaid expenses and other current assets | |
| 1,461 | | |
| - | | |
| - | | |
| - | | |
| 1,461 | |
| Total current assets | |
| 1,747 | | |
| - | | |
| - | | |
| - | | |
| 1,747 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Restricted cash | |
| 50 | | |
| - | | |
| - | | |
| - | | |
| 50 | |
| Intangible assets, net | |
| 705 | | |
| - | | |
| - | | |
| - | | |
| 705 | |
| Convertible note receivable | |
| 10,029 | | |
| - | | |
| - | | |
| - | | |
| 10,029 | |
| TOTAL ASSETS | |
$ | 12,531 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 12,531 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 1,262 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,262 | |
| Loans due to Juvenescence, net of debt issuance costs, current portion | |
| 20,042 | | |
| (20,042 | ) | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| 23,258 | (1) | |
| (21,160 | )(2) | |
| (4,833 | )(3) | |
| (2,735 | )(4) |
| | |
| | | |
| (3,216 | )(1) | |
| - | | |
| - | | |
| (3,216 | ) |
| Related party payables, net | |
| 144 | | |
| - | | |
| - | | |
| - | | |
| 144 | |
| Warrant liability | |
| 347 | | |
| - | | |
| - | | |
| - | | |
| 347 | |
| Insurance premium liability and other current liabilities | |
| 730 | | |
| - | | |
| - | | |
| - | | |
| 730 | |
| Total current liabilities | |
| 22,525 | | |
| - | | |
| (21,160 | ) | |
| (4,833 | ) | |
| (3,468 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loans due to Juvenescence, net of debt issuance costs, net of current portion | |
| 10,011 | | |
| (10,011 | ) | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| 10,355 | (1) | |
| - | | |
| (10,007 | )(3) | |
| 348 | |
| | |
| | | |
| (344 | )(1) | |
| - | | |
| - | | |
| (344 | ) |
| | |
| | | |
| - | | |
| - | | |
| - | | |
| - | |
| TOTAL LIABILITIES | |
| 32,536 | | |
| - | | |
| (21,160 | ) | |
| (14,840 | ) | |
| (3,464 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Commitments and contingencies | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ equity (deficit): | |
| | | |
| | | |
| | | |
| | | |
| | |
| Preferred stock, $0.0001 par value, authorized 5,000 shares; none issued and outstanding as at March 31, 2023 and 360 shares issued and outstanding on a pro forma basis. | |
| - | | |
| - | | |
| 21,160 | (2) | |
| 14,840 | (3) | |
| 36,000 | |
| Common stock, $0.0001 par value, 200,000 shares authorized; and 37,951 as of March 31, 2023 | |
| 4 | | |
| - | | |
| - | | |
| - | | |
| 4 | |
| Additional paid-in capital | |
| 99,589 | | |
| - | | |
| - | | |
| - | | |
| 99,589 | |
| Accumulated deficit | |
| (119,487 | ) | |
| - | | |
| - | | |
| - | | |
| (119,487 | ) |
| Total AgeX Therapeutics, Inc. stockholders’ equity (deficit) | |
| (19,894 | ) | |
| - | | |
| 21,160 | | |
| 14,840 | | |
| 16,106 | |
| Noncontrolling interest | |
| (111 | ) | |
| - | | |
| - | | |
| - | | |
| (111 | ) |
| Total stockholders’ equity (deficit) | |
| (20,005 | ) | |
| - | | |
| 21,160 | | |
| 14,840 | | |
| 15,995 | (5) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
$ | 12,531 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 12,531 | |
| (1) |
Adjustments
to present gross debt amounts owed to Juvenescence |
| (2) |
Debt
exchanged for Preferred Series A shares. |
| (3) |
Debt
exchanged for Preferred Series B shares. |
| (4) |
The
pro forma debt amounts owed to Juvenescence does not reflect additional drawdowns and origination fees incurred since March
31, 2023 |
| (5) |
The
pro forma stockholders’ equity balance does not reflect operating losses incurred since March 31, 2023 |
v3.23.2
Cover
|
Jul. 21, 2023 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Jul. 21, 2023
|
| Entity File Number |
1-38519
|
| Entity Registrant Name |
AgeX
Therapeutics, Inc.
|
| Entity Central Index Key |
0001708599
|
| Entity Tax Identification Number |
82-1436829
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
1101
Marina Village Parkway
|
| Entity Address, Address Line Two |
Suite
201
|
| Entity Address, City or Town |
Alameda
|
| Entity Address, State or Province |
CA
|
| Entity Address, Postal Zip Code |
94501
|
| City Area Code |
(510)
|
| Local Phone Number |
671-8370
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Title of 12(b) Security |
Common
Stock, par value $0.0001 per share
|
| Trading Symbol |
AGE
|
| Security Exchange Name |
NYSEAMER
|
| Entity Emerging Growth Company |
true
|
| Elected Not To Use the Extended Transition Period |
true
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