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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): August 14, 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.
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.
Item
2.02 - Results of Operations and Financial Condition.
On
August 14, 2023, AgeX issued a press release announcing its financial results for the quarter and six months ended June 30, 2023. A copy
of the press release is furnished as Exhibit 99.1 to this report.
The
information in this Item 2.02 and in the press release furnished as Exhibit 99.1 to this current report 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:
August 14, 2023 |
By: |
/s/
Andrea E. Park |
|
|
Chief
Financial Officer |
Exhibit 99.1
AgeX Therapeutics Reports Second Quarter 2023 Financial
Results
ALAMEDA, Calif.—(BUSINESS WIRE)—August
14, 2023—AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology company developing therapeutics for
human aging and regeneration, reported its financial and operating results for the quarter and six months ended June 30,
2023.
Balance Sheet Information
Cash, cash equivalents, and restricted cash totaled
$0.3 million as of June 30, 2023.
Debt Exchanged for Preferred Stock and Line of
Credit
As of June 30, 2023, AgeX owed Juvenescence Limited
(“Juvenescence”) $33 million in principal and origination fees on account of loans extended to AgeX. However, during July
2023 AgeX and Juvenescence entered into an Exchange Agreement pursuant to which AgeX issued shares of Series A Preferred Stock and Series
B Preferred Stock to Juvenescence in exchange for the extinguishment of a total of $36 million of indebtedness, including additional loans
made and origination fees accrued after June 30. As of August 11, 2023, AgeX had total outstanding debt payable to Juvenescence in the
amount of $1.2 million with $2 million of funds remaining for future borrowings which may be drawn down from time to time until October
31, 2023, subject to Juvenescence’s discretion to approve each loan draw.
Second Quarter 2023 Operating Results
Operating expenses: Operating expenses for
the three months ended June 30, 2023 were $1.9 million, as compared with $1.6 million for the same period in 2022.
Research and development expenses decreased by approximately
$0.1 million to $0.16 million from $0.26 million during the same period in 2022.
General and administrative expenses increased by $0.4
million to $1.7 million as compared to $1.3 million during the same period in 2022. The increase is largely attributable to professional
fees for legal services, consulting expenses incurred in connection with due diligence, and other expenses related to the possible merger
between AgeX and Serina Therapeutics Inc., an Alabama corporation (“Serina”).
Other expense, net: Net other expense for the
three months ended June 30, 2023 is comprised of $1 million amortization of deferred debt issuance costs and other debt related expenses
included in interest expense offset by $0.2 million net interest income primarily earned from a $10 million loan extended to Serina in
March 2023 (the “Serina Note”).
Net loss attributable to AgeX: The net loss
attributable to AgeX for the three months ended June 30, 2023 was $2.7 million, or ($0.07) per share (basic and diluted) compared to $2.6
million, or ($0.07) per share (basic and diluted), for 2022. The net loss per share is consistent year over year.
Going Concern Considerations
As required under Accounting Standards Update 2014-15,
Presentation of Financial Statements-Going Concern (ASC 205-40), AgeX evaluates whether conditions and/or events raise substantial
doubt about its ability to meet its future financial obligations as they become due within one year after the date its financial statements
are issued. Based on AgeX’s most recent projected cash flows, AgeX believes that its cash and cash equivalents and available sources
of debt and equity capital including the loan facilities provided by Juvenescence to advance up to an additional $2 million to AgeX as
of August 11, 2023 would not be sufficient to satisfy AgeX’s anticipated operating and other funding requirements for the twelve
months following the filing of AgeX’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2023. These factors
raise substantial doubt regarding the ability of AgeX to continue as a going concern.
Management Changes
On August 9, 2023, we made certain transitional changes
to our senior management. Michael D. West and AgeX entered into a Transition Services and Separation Agreement (the “Transition
Agreement”) pursuant to which Dr. West stepped down as Chief Executive Officer of AgeX but agreed to continue to serve as Chief
Executive Officer and as a director of AgeX’s subsidiary Reverse Bioengineering, Inc. during a “Transition Period” that
will end on October 31, 2023 or earlier if (i) AgeX consummates a merger with Serina Therapeutics, Inc., (ii) AgeX terminates Dr. West’s
employment for “Cause” or “Disability” as such terms are defined in his Employment Agreement, or (iii) Dr. West
dies.
On the same date, AgeX appointed Joanne Hackett as
Interim Chief Executive Officer. Dr. Hackett is and will continue to serve as the Chair of our Board of Directors but while serving as
Interim Chief Executive Officer she will no longer serve on the Audit Committee, Compensation Committee, and as Chair of the Nominating
and Corporate Governance Committee of the Board of Directors. AgeX entered into a Consulting Agreement with Dr. Hackett relating to her
performance of services as Interim Chief Executive Officer.
AgeX also appointed Jean-Christophe Renondin as a
director to fill a vacancy on the Board of Directors. Dr. Renondin has been appointed to serve on the Audit Committee, Compensation
Committee, and as Chair of the Nominating and Corporate Governance Committee of the Board of Directors.
Dr. Renondin is Managing Partner at Vesalius Biocapital,
a venture capital firm. From 2015 to 2022, Dr. Renondin served as Senior Healthcare Manager at the Sovereign Fund of Oman where he implemented
investment strategy and pursued investment opportunities in North America, Europe and Asia. Dr. Renondin has served in management roles
at a number of healthcare and investment firms, including serving for five years as managing director of Bryan Garnier & Co. Dr.
Renondin served as a director of Cognate Bioservices Limited, a company in the business of contract development and manufacturing, specializing
in cell and cell-mediated gene therapy products, which is now owned by Charles River Laboratories International, as a director of Juvenescence
Limited from March 2020 until June 2023, and as a director of Viscogliosi Brothers Acquisition Corp. Dr. Renondin received an
MBA degree from the Tuck School of Business at Dartmouth University and an MD degree from Universite Paris Cite.
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 and other reports 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 BALANCE SHEETS
(in thousands, except par value amounts)
(unaudited)
|
|
June 30,
2023 |
|
|
December 31,
2022 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
261 |
|
|
$ |
645 |
|
Accounts and grants receivable, net |
|
|
6 |
|
|
|
4 |
|
Prepaid expenses and other current assets |
|
|
1,083 |
|
|
|
1,804 |
|
Total current assets |
|
|
1,350 |
|
|
|
2,453 |
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
50 |
|
|
|
50 |
|
Intangible assets, net |
|
|
673 |
|
|
|
738 |
|
Convertible note receivable |
|
|
10,204 |
|
|
|
- |
|
TOTAL ASSETS |
|
$ |
12,277 |
|
|
$ |
3,241 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
961 |
|
|
$ |
1,034 |
|
Loans due to Juvenescence, net of debt issuance costs, current portion |
|
|
22,943 |
|
|
|
7,646 |
|
Related party payables, net |
|
|
230 |
|
|
|
141 |
|
Warrant liability |
|
|
- |
|
|
|
180 |
|
Insurance premium liability and other current liabilities |
|
|
371 |
|
|
|
1,077 |
|
Total current liabilities |
|
|
24,505 |
|
|
|
10,078 |
|
|
|
|
|
|
|
|
|
|
Loans due to Juvenescence, net of debt issuance costs, net of current portion |
|
|
10,068 |
|
|
|
10,478 |
|
TOTAL LIABILITIES |
|
|
34,573 |
|
|
|
20,556 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued and outstanding |
|
|
- |
|
|
|
- |
|
Common stock, $0.0001 par value, 200,000 shares authorized; and 37,951 and 37,949 shares issued and outstanding |
|
|
4 |
|
|
|
4 |
|
Additional paid-in capital |
|
|
99,977 |
|
|
|
98,994 |
|
Accumulated deficit |
|
|
(122,156 |
) |
|
|
(116,210 |
) |
Total AgeX Therapeutics, Inc. stockholders’ deficit |
|
|
(22,175 |
) |
|
|
(17,212 |
) |
Noncontrolling interest |
|
|
(121 |
) |
|
|
(103 |
) |
Total stockholders’ deficit |
|
|
(22,296 |
) |
|
|
(17,315 |
) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
12,277 |
|
|
$ |
3,241 |
|
AGEX THERAPEUTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
9 |
|
|
$ |
12 |
|
|
$ |
19 |
|
|
$ |
17 |
|
Cost of sales |
|
|
5 |
|
|
|
6 |
|
|
|
6 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
4 |
|
|
|
6 |
|
|
|
13 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
160 |
|
|
|
259 |
|
|
|
334 |
|
|
|
655 |
|
General and administrative |
|
|
1,730 |
|
|
|
1,338 |
|
|
|
3,723 |
|
|
|
2,998 |
|
Total operating expenses |
|
|
1,890 |
|
|
|
1,597 |
|
|
|
4,057 |
|
|
|
3,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(1,886 |
) |
|
|
(1,591 |
) |
|
|
(4,044 |
) |
|
|
(3,643 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE, NET: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(792 |
) |
|
|
(863 |
) |
|
|
(1,892 |
) |
|
|
(1,434 |
) |
Change in fair value of warrants |
|
|
(5 |
) |
|
|
(168 |
) |
|
|
(35 |
) |
|
|
(255 |
) |
Other income, net |
|
|
4 |
|
|
|
4 |
|
|
|
7 |
|
|
|
7 |
|
Total other expense, net |
|
|
(793 |
) |
|
|
(1,027 |
) |
|
|
(1,920 |
) |
|
|
(1,682 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
|
(2,679 |
) |
|
|
(2,618 |
) |
|
|
(5,964 |
) |
|
|
(5,325 |
) |
Net loss attributable to noncontrolling interest |
|
|
10 |
|
|
|
- |
|
|
|
18 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO AGEX |
|
$ |
(2,669 |
) |
|
$ |
(2,618 |
) |
|
$ |
(5,946 |
) |
|
$ |
(5,324 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED |
|
$ |
(0.07 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED |
|
|
37,951 |
|
|
|
37,943 |
|
|
|
37,950 |
|
|
|
37,943 |
|
AGEX THERAPEUTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
Six Months Ended
June 30, |
|
|
|
2023 |
|
|
2022 |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net loss attributable to AgeX |
|
$ |
(5,946 |
) |
|
$ |
(5,324 |
) |
Net loss attributable to noncontrolling interest |
|
|
(18 |
) |
|
|
(1 |
) |
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Change in fair value of warrants |
|
|
35 |
|
|
|
255 |
|
Amortization of intangible assets |
|
|
65 |
|
|
|
66 |
|
Amortization of debt issuance costs |
|
|
1,976 |
|
|
|
1,355 |
|
Stock-based compensation |
|
|
105 |
|
|
|
437 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts and grants receivable |
|
|
(2 |
) |
|
|
13 |
|
Prepaid expenses and other current assets |
|
|
721 |
|
|
|
614 |
|
Interest on convertible note receivable |
|
|
(204 |
) |
|
|
- |
|
Accounts payable and accrued liabilities |
|
|
(96 |
) |
|
|
(207 |
) |
Related party payables |
|
|
186 |
|
|
|
65 |
|
Insurance premium liability |
|
|
(711 |
) |
|
|
(653 |
) |
Other current liabilities |
|
|
5 |
|
|
|
(2 |
) |
Net cash used in operating activities |
|
|
(3,884 |
) |
|
|
(3,382 |
) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash advanced on convertible note receivable |
|
|
(10,000 |
) |
|
|
- |
|
Net cash used in investing activities |
|
|
(10,000 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Drawdown on loan facilities from Juvenescence |
|
|
13,500 |
|
|
|
3,500 |
|
Net cash provided by financing activities |
|
|
13,500 |
|
|
|
3,500 |
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
|
|
(384 |
) |
|
|
118 |
|
|
|
|
|
|
|
|
|
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: |
|
|
|
|
|
|
|
|
At beginning of the period |
|
|
695 |
|
|
|
634 |
|
At end of the period |
|
$ |
311 |
|
|
$ |
752 |
|
v3.23.2
Cover
|
Aug. 14, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 14, 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
|
X |
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