AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a
biotechnology company developing therapeutics for human aging and
regeneration, reported that on July 24, 2023, AgeX issued to
Juvenescence Limited 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
cancellation of indebtedness in exchange for the Preferred Stock
was conducted pursuant to an Exchange Agreement between AgeX and
Juvenescence. By completing the exchange of indebtedness for shares
of Series A Preferred Stock and Series B Preferred Stock
(collectively referred to as the “Preferred Stock”), AgeX now has
sufficient stockholders equity to meet the NYSE American continued
listing requirements. Accordingly, the NYSE American staff has
withdrawn its delisting determination and a scheduled hearing of
AgeX’s appeal of that determination has been cancelled. The
exchange of $36 Million of indebtedness for the Preferred Stock, on
a proforma basis as of March 31, 2023, increased AgeX’s stockholder
equity to approximately $16 Million from a deficit of approximately
$20 Million. Actual stockholder equity will be reduced by losses
recognized by AgeX subsequent to March 31, 2023, which are not
reflected in the pro forma amounts, but AgeX’s stockholder equity
now exceeds the $6 Million amount necessary to meet NYSE American
continued listing requirements.
The NYSE American has approved the listing of the 36,939,190
shares of AgeX common stock into which the Preferred Stock is
presently convertible. In order to comply with Section 713 of the
NYSE American Company Guide, the issuance of an additional
13,060,809 shares of AgeX common stock upon conversion of shares of
Series B Preferred Stock is currently restricted by a “cap”
prohibiting issuance of those additional shares without the prior
approval of AgeX stockholders.
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. However, the
issuance of 13,060,809 shares of common stock upon conversion of
Series B Preferred Stock would require approval by AgeX
stockholders in accordance with NYSE American rules.
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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230724163190/en/
Andrea E. Park apark@agexinc.com (510) 671-8620
AgeX Therapeutics (AMEX:AGE)
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