UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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| ☐ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material Pursuant to §240.14a-12 |
AgeX
Therapeutics, Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
| Payment
of Filing Fee (Check the appropriate box): |
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| ☒ |
No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1101
Marina Village Parkway, Suite 201
Alameda,
CA 94501
T:
510-671-8370, F: 510-671-8619
www.agexinc.com |
____________,
2023
Dear
Stockholder:
You
are cordially invited to attend the Annual Meeting of Stockholders of AgeX Therapeutics, Inc. which will be held on Wednesday, December
13, 2023 at 10:00 a.m. Pacific Time. We will be holding the Annual Meeting this year as a “virtual” meeting, by online participation
only. Our stockholders may attend and participate at the online Annual Meeting at https://web.lumiagm.com/268644388. We will not
be accommodating, live in-person attendance at the Annual Meeting this year.
The
Notice and Proxy Statement on the following pages contain details concerning the business to come before the Annual Meeting. Management
will report on current operations, and there will be an opportunity for discussion concerning AgeX and its activities. Please sign and
return your proxy card in the enclosed envelope to ensure that your shares will be represented and voted at the Annual Meeting even if
you cannot attend. You are urged to sign and return the enclosed proxy card even if you plan to attend the Annual Meeting online.
I
look forward to personally meeting all stockholders who are able to attend.
|
1101
Marina Village Parkway, Suite 201
Alameda,
CA 94501
T:
510-671-8370, F: 510-671-8619
www.agexinc.com |
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held December 13, 2023
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of AgeX Therapeutics, Inc. (“AgeX”),
will be held on Wednesday, December 13, 2023 at 10:00 a.m. Pacific Time for the following purposes:
1.
To elect three (3) directors to hold office until the next Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. The nominees of the Board of Directors are: Gregory H. Bailey, Joanne M. Hackett, and Jean-Christophe Renondin;
2.
To ratify the appointment of WithumSmith + Brown PC as AgeX’s independent registered public accountants for the fiscal year ending
December 31, 2023;
3.
To seek approval of AgeX stockholders to allow Juvenescence Limited (“Juvenescence”) to acquire additional shares of AgeX
common stock through the conversion of shares of AgeX Series B Preferred Stock into shares of AgeX common stock if as a result of the
acquisition Juvenescence would (a) acquire more than 19.9% of the AgeX common stock outstanding as of February 14, 2022, and/or (b) own
50% or more of the outstanding shares of AgeX common stock; and
4.
To transact such other business as may properly come before the Annual Meeting or any adjournments of the Annual Meeting.
The
Board of Directors has fixed the close of business on November 3, 2023 as the record date for determining stockholders entitled to receive
notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting.
We
will be holding the Annual Meeting this year as a “virtual” meeting, by online participation only. Our stockholders may attend
and participate at the Annual Meeting online at https://web.lumiagm.com/268644388. If you wish to attend the Annual Meeting online
you will need to gain admission in the manner described in the Proxy Statement.
Whether
or not you expect to attend the Annual Meeting online, you are urged to sign and date the enclosed form of proxy and return it promptly
so that your shares may be represented and voted at the Annual Meeting. If you are present at the Annual Meeting, your proxy will be
returned to you if you so request.
WHETHER
OR NOT YOU EXPECT TO ATTEND THE ONLINE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.
Important
Notice Regarding the Availability of Proxy Materials
for
the Stockholder Meeting to be Held December 13, 2023.
The
Letter to Stockholders, Notice of Annual Meeting and Proxy Statement, and Annual Report on Form 10-K,
are
available at: https://materials.proxyvote.com/00848H
By
Order of the Board of Directors,
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| Judith
Segall |
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| Secretary |
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| Alameda,
California |
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| __________,
2023 |
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PRELIMINARY
PROXY STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held on Wednesday, December 13, 2023
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND
THE ANNUAL MEETING
Q:
Why have I received this Proxy Statement?
AgeX
Therapeutics, Inc., a Delaware corporation (“AgeX”, “we”, “us”, “our”) is holding its
Annual Meeting of Stockholders (the “Meeting”) at 10:00 a.m. Pacific Time on Wednesday, December 13, 2023 for the purposes
stated in the accompanying Notice of Annual Meeting, which include (1) electing directors, (2) ratifying the appointment of our independent
registered public accountants, and (3) to address provisions of the NYSE American Company Guide applicable to companies like AgeX that
have shares listed on the NYSE American, by approving a proposal to allow Juvenescence Limited (“Juvenescence”) to
acquire additional shares of AgeX common stock through the conversion of shares of AgeX Series B Preferred Stock into shares of AgeX
common stock, if as a result Juvenescence would acquire (a) more than 19.9% of the AgeX common stock outstanding as of February 14, 2022
or (b) an amount of AgeX common stock that when added to all other shares of AgeX common stock held by Juvenescence would equal or exceed
50% of the outstanding shares of AgeX common stock (the “Juvenescence Proposal”). At the Meeting, our management will also
report on current operations, and there will be an opportunity for discussion concerning AgeX and its activities. This Proxy Statement
contains information about those matters, relevant information about the Meeting, and other information that we are required to include
in a proxy statement under the Securities and Exchange Commission’s (“SEC”) regulations.
Q:
Who is soliciting my proxy?
The
accompanying proxy is solicited by the Board of Directors of AgeX for use at the Meeting.
Q:
Who is entitled to vote at the Meeting?
Only
stockholders of record at the close of business on November 3, 2023, which has been designated as the “record date,” are
entitled to notice of and to vote at the Meeting. On that date, there were _______ shares of AgeX common stock, par value $0.0001 per
share, issued and outstanding, which constitute the only class of AgeX securities outstanding entitled to vote on the matters to be presented
at the meeting.
Q:
What percentage of the vote is required to elect directors or to approve the other matters that are being presented for a vote by stockholders?
Directors
will be elected by a plurality of the votes cast at the Meeting. All other matters to be presented for a vote at the Meeting will require
the affirmative vote of a majority of the shares of common stock present and voting on the matter at the Meeting, provided that the affirmative
vote cast constitutes a majority of a quorum. A quorum consists of a majority of the outstanding shares of common stock entitled to vote.
Notwithstanding the foregoing, if a quorum is not present the Meeting may be adjourned by a vote of a majority of the shares present.
Shares of common stock held by stockholders who participate in the Meeting online or that are represented by a proxy will be deemed present
for purposes of determining whether a quorum is present.
Q:
How many votes do my shares represent?
Each
share of AgeX common stock is entitled to one vote in all matters. Stockholders are not entitled to cumulate votes in the election of
directors.
Q:
What are my choices when voting?
In
the election of directors, you may vote for all nominees or you may withhold your vote from one or more nominees. For the vote on all
other matters you may vote for the proposal, vote against the proposal, or abstain from voting on the proposal. Properly executed proxies
in the accompanying form that are received at or before the Meeting will be voted in accordance with the directions noted on the proxies.
Q:
What if I abstain from voting on a matter?
If
you check the “abstain” box in the proxy form, or if you attend the Meeting online without submitting a proxy and you abstain
from voting on a matter, or if your shares are subject to a “broker non-vote” on a matter, your shares will be deemed to
have not voted on that matter in determining whether the matter has received an affirmative vote sufficient for approval. Please see
“What if I do not specify how I want my shares voted?” below for additional information about broker non-votes.
Q:
Can I change my vote after I submit my proxy form?
You
may revoke your proxy at any time before it is voted. If you are a stockholder of record and you wish to revoke your proxy you must do
one of the following things:
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deliver
to the Secretary of AgeX a written revocation; or |
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deliver
to the Secretary of AgeX a signed proxy bearing a date subsequent to the date of the proxy being revoked; or |
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attend
the Meeting through online participation and vote by internet voting |
If
you are a “beneficial owner” of shares “held in street name” you should follow the directions provided by your
broker or other nominee regarding how to revoke your proxy.
Q:
Can I still attend and vote at the Meeting if I submit a proxy?
You
may attend the Meeting online whether or not you have previously submitted a proxy. If you previously gave a proxy, your attendance at
the Meeting online will not revoke your proxy unless you also vote through internet voting during your online participation at the Meeting.
Q:
How can I vote at the Meeting?
If
you are a stockholder of record and you attend the Meeting online, you may vote your shares at the Meeting in the manner provided for
internet voting. However, if you are a “street name” holder, you may vote your shares online only if you obtain a signed
proxy from your broker or nominee giving you the right to vote your shares. Please refer to additional information in the “HOW
TO ATTEND THE ANNUAL MEETING” portion of this Proxy Statement.
Even
if you currently plan to attend the Meeting and vote online, we recommend that you also submit your proxy first so that your vote will
be counted if you later decide not to attend and vote online at the Meeting.
Q:
What are the Board of Directors’ recommendations?
The
Board of Directors recommends that our stockholders vote FOR (1) each nominee for election as a director, (2) approval of the
appointment of WithumSmith + Brown PC (“Withum”) as our independent registered public accountants for the fiscal year ending
December 31, 2023; and (3) approval of the Juvenescence Proposal.
Q:
What if I do not specify how I want my shares voted?
Stockholders
of Record. If you are a stockholder of record and you sign and return a proxy form that does not specify how you want your shares
voted on a matter, your shares will be voted FOR (1) each nominee for election as a director, (2) approval of the appointment
of Withum as our independent registered public accountants for the fiscal year ending December 31, 2023; and (3) approval of the Juvenescence
Proposal.
Beneficial
Owners. If you are a beneficial owner and you do not provide your broker or other nominee with voting instructions, the broker or
other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the various national
and regional securities exchanges, brokers and other nominees holding your shares may vote on certain routine matters, including the
approval of the appointment of our independent registered public accountants, but cannot vote in the election of directors or certain
other matters under applicable stock exchange rules. Based on broker non-votes with respect proposals similar to the Juvenescence Proposal
at prior annual meetings of our stockholders, we expect that brokers will consider the Juvenescence Proposal to be a matter as to which
they cannot vote unless they receive voting directions from the beneficial owners of the AgeX shares they hold. If you hold your shares
in street name and you do not instruct your broker or other nominee how to vote on those matters as to which brokers and nominees are
not permitted to vote without your instructions, no votes will be cast on your behalf on those matters. This is generally referred to
as a “broker non-vote.”
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder
of Record. You are a stockholder of record if at the close of business on the record date your shares were registered directly in
your name with Equiniti Trust Company, LLC, our transfer agent.
Beneficial
Owner. You are a beneficial owner if at the close of business on the record date your shares were held in the name of a brokerage
firm or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held
in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by
following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions
on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all.
Please see “What if I do not specify how I want my shares voted?” above for additional information.
Q:
What if any matters not mentioned in the Notice of Annual Meeting or this Proxy Statement come up for vote at the Meeting?
The
Board of Directors does not intend to present any business for a vote at the Meeting other than the matters set forth in the accompanying
Notice of Annual Meeting of Stockholders. As of the date of this Proxy Statement, no stockholder has notified us of any other business
that may properly come before the Meeting. If other matters requiring the vote of the stockholders properly come before the Meeting,
then it is the intention of the persons named in the accompanying form of proxy to vote the proxy held by them in accordance with their
judgment on such matters.
The
enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the
Meeting: (1) matters that the Board of Directors did not know, a reasonable time before the mailing of the notice of the Meeting, would
be presented at the Meeting; and (2) matters incidental to the conduct of the Meeting.
Q:
Who will bear the cost of soliciting proxies for use at the Meeting?
AgeX
will bear all of the costs of the solicitation of proxies for use at the Meeting. In addition to the use of the mails, proxies may be
solicited by a personal interview, telephone, or electronic communication by our directors, officers, and employees, who will undertake
such activities without additional compensation. Banks, brokerage houses, and other institutions, nominees, or fiduciaries will be requested
to forward the proxy materials to the beneficial owners of the common stock held of record by such persons and entities and will be reimbursed
for their reasonable expense incurred in connection with forwarding such material.
Q:
How can I attend and vote at the Meeting?
If
you plan on attending the Meeting, please read the “HOW TO ATTEND THE ANNUAL MEETING”
section of this Proxy Statement for information about the documents you will need to attend and participate in the Meeting online.
This
Proxy Statement and the accompanying form of proxy are first being sent or made available to our stockholders on or about November 16,
2023.
ELIMINATING
DUPLICATE MAILINGS
AgeX
has adopted a procedure called “householding.” Under this procedure, we may deliver a single copy of this Proxy Statement
and our Annual Report to multiple stockholders who share the same address, unless we receive contrary instructions from one or more of
the stockholders. This procedure reduces the environmental impact of our annual meetings and reduces our printing and mailing costs.
We
will deliver separate copies of the Proxy Statement and Annual Report to each stockholder sharing a common address if they notify us
that they wish to receive separate copies. If you wish to receive a separate copy of the Proxy Statement or Annual Report, you may contact
us by telephone at (510) 671-8370, or by mail at 1101 Marina Village Parkway, Suite 201, Alameda, California 94501. You may also contact
us at the above phone number or address if you are presently receiving multiple copies of the Proxy Statement, and Annual Report but
would prefer to receive a single copy instead.
ELECTION
OF DIRECTORS
At
the Meeting, three (3) directors will be elected to hold office until the next Annual Meeting of Stockholders, and until their successors
have been duly elected and qualified. However, AgeX plans to hold a special meeting of stockholders to vote a proposed merger between
a newly formed subsidiary of AgeX and Serina Therapeutics, Inc. (the “Merger”) and certain other matters related to the Merger,
and if the Merger is approved by our stockholders at the special meeting our Board of Directors will be reconstituted to include new
members, and we expect that Gregory H. Bailey will be our only incumbent director who will continue to serve as a director of AgeX after
the Merger. Additional information regarding the Merger and other matters to be presented for stockholder approval at the special meeting
will be included in a proxy statement/prospectus that will be mailed to AgeX stockholders of record on a record date for the special
meeting to be set by our Board of Directors.
All
of the nominees for election as directors at the Meeting, Gregory H. Bailey, Joanne M. Hackett, and Jean-Christophe Renondin, are incumbent
directors. Michael May previously informed us that he would not seek re-election as a director at the Meeting. It is the intention of
the persons named in the enclosed proxy, unless the proxy specifies otherwise, to vote the shares represented by such proxy FOR
the election of the nominees listed below. In the unlikely event that any nominee should be unable to serve as a director, proxies may
be voted in favor of a substitute nominee designated by the Board of Directors. If you are a beneficial owner of shares held in street
name, your broker or other nominee will not be allowed to vote in the election of directors unless you instruct your broker or other
nominee how to vote on the form that the broker or nominee provided to you.
Directors
The
following table sets forth information regarding our directors who are nominees for re-election:
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Committee
Membership |
| Name
of Director |
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Age |
|
Director
Since |
|
Audit |
|
Compensation |
|
Nominating
and Corporate
Governance |
| Non-Employee
Director |
|
|
|
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| Gregory
H. Bailey, M.D. |
|
67 |
|
August
2018 |
|
|
|
Chair |
|
Member |
| Joanne
M. Hackett, Ph.D. |
|
44 |
|
December
2021 |
|
|
|
|
|
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| Jean-Christophe
Renondin, M.D. |
|
63 |
|
August
2023 |
|
Member |
|
Member |
|
Chair |
Gregory
H. Bailey, M.D. joined our Board of Directors in August 2018 and served as the Chairman of our Board of Directors from October 2018
until May 2022. Dr. Bailey is currently Executive Chairman of Juvenescence Limited. From October 2017 until January 2023 Dr. Bailey served
as the Chief Executive Officer of Juvenescence Limited, a privately held company focused on the development of therapies for ageing and
age-related diseases. Dr. Bailey is also a director of Manx Financial Group, plc, BioHaven Inc, SalvaRx Inc and Portage Biotech. Dr.
Bailey has founded and served as a director of a number of private and public companies and previously served as a managing partner of
Palantir Group, Inc., a merchant bank involved in a number of biotech company startups and financings. Dr. Bailey practiced emergency
medicine for ten years before entering finance. Dr. Bailey received his M.D. from the University of Western Ontario. We believe that
Dr. Bailey is qualified to serve on our Board based on his years of experience in medicine and as an executive and in finance for the
biotechnology industry.
Joanne
M. Hackett, Ph.D. joined our Board of Directors in December 2021 and became the Chairperson of our Board of Directors in May
2022, and Interim Chief Executive Officer in August 2023. Dr. Hackett is currently the Head of Genomic and Precision Medicine at IQVIA.
IQVIA is a world leader in using data, technology, advanced analytics, and expertise to help customers drive healthcare forward. From
2017 to 2020 Dr. Hackett served as Chief Commercial Officer of Genomics England, where she engaged industry, academia and the clinical
community to achieve the goal of sequencing genomes of patients and families of patients with rare diseases, and patients with common
cancers. Genomics England is owned by the Department of Health and Social Care in the United Kingdom. During 2016 and 2017 Dr. Hackett
served as Chief Commercial Officer and Interim Chief Executive Officer of Precision Medicine Catapult, which was established in the United
Kingdom with the goal of developing, delivering and commercializing precision medicine. Dr. Hackett served as Director of Commercial
Development for UCLPartners in London, England from 2013 – 2016. UCLPartners is focused on co-creating, testing and implementing
innovative healthcare solutions with its academic and healthcare partners, and fostering the wider spread and adoption of those solutions.
Previously, she served as Chief Operating Officer and Research Lead at Cambridge University Health Partners, and she has held other positions
in the biomedical industry and in academia, including as a research scientist, and she has served on a number of advisory committees
and advisory boards in the biomedical and healthcare fields. Dr. Hackett holds a PhD in Molecular Genetics from the University of New
Brunswick. Dr. Hackett’s years of experience in genomics and regenerative medicine with a focus on commercialization of new therapies
and technologies makes her an excellent candidate to serve on our Board of Directors and as Interim Chief Executive Officer.
Jean-Christophe
Renondin, M.D. joined our Board of Directors
during August 2023. 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. We believe that Dr. Renondin is qualified to serve on our Board based on his
years of management experience in healthcare, investment, and finance.
Director
Independence
Gregory
H. Bailey and Jean-Christophe Renondin qualify as “independent” in accordance with Section 803(A) of the NYSE American Company
Guide. Michael H. May who is not seeking re-election also qualified as independent under that standard. The members of our Audit Committee
meet the additional independence standards under Section 803(B)(2) of the NYSE American Company Guide and Rule 10A-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The members of our Compensation Committee meet the additional independence
standards under Section 805(c)(1) of the NYSE American Company Guide. Our independent directors received no compensation or remuneration
during the last fiscal year for serving as directors except as disclosed under “DIRECTOR COMPENSATION.” None of the independent
directors, nor any of the members of their respective families, have participated in any transaction with us that would disqualify them
as “independent” directors under the standards described above.
Joanne
Hackett qualified as “independent” until her appointment as Interim Chief Executive Officer during August 2023. Gregory H.
Bailey does not meet the independence standard for service on the Audit Committee under Exchange Act Rule 10A-3 because of his affiliation
with Juvenescence Limited, which is our largest stockholder and owns more than 43% of our issued and outstanding shares of common stock.
CORPORATE
GOVERNANCE
Board
Meetings and Attendance
During
the fiscal year ended December 31, 2022, our Board of Directors met fifteen times. None of our current directors who served as a director
during 2022 attended fewer than 75% of the meetings of the Board and the committees on which they served during their terms as directors.
Directors are also encouraged to attend our annual meetings of stockholders, although they are not formally required to do so.
Meetings
of Non-Management Directors
Our
non-management directors met periodically in executive session, without any directors who are AgeX officers or employees present. These
meetings allowed the non-management directors to engage in open and frank discussions about corporate governance and about our business,
operations, finances, and management performance.
Stockholder
Communications with Directors
If
you wish to communicate with the Board of Directors or with individual directors, you may do so by following the procedure described
on our website www.agexinc.com.
Attendance
at Annual Meetings of Stockholders.
Our
directors are encouraged, but not required, to attend our annual meetings of stockholders. Last year, all of our continuing directors
attended the 2022 annual meeting of stockholders, except for Gregory H. Bailey who was unable to attend due to a prior commitment.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officers, our
principal financial officer and accounting officer, our other executive officers, and our directors. The purpose of the Code of Ethics
is to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file
with or submit to the SEC and in our other public communications; (iii) compliance with applicable governmental rules and regulations;
(iv) prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the Code of Ethics;
and (v) accountability for adherence to the Code of Ethics. A copy of our Code of Ethics has been posted on our internet website and
can be found at www.agexinc.com. We intend to disclose any future amendments to certain provisions of our Code of Ethics, and
any waivers of those provisions granted to our principal executive officers, principal financial officer, principal accounting officer
or controller or persons performing similar functions, by posting the information on our website within four business days following
the date of the amendment or waiver.
Board
Leadership Structure
Until
August 2023 when Joanne M. Hackett became Interim Chief Executive Officer, our leadership structure bifurcated the roles of Chief Executive
Officer and Chairman of the Board. We expect that we will reinstate a bifurcated leadership structure if we engage a new Chief Executive
Officer, but our leadership structure is subject to further change if the Merger is approved by our stockholders. Under the bifurcated
leadership structure our Chairman provided support and advice to the Chief Executive Officer and served as an active liaison between
the Board and our Chief Executive Officer and our other senior management. The Chairman of the Board also interfaces with our other directors
with respect to matters such as the members and chairs of Board committees, other corporate governance matters, and strategic planning.
The
Board’s Role in Risk Management
The
Board has an active role, as a whole, in overseeing management of the risks of our business. The Board regularly reviews information
regarding our credit, liquidity, and operations, as well as the risks associated with our research and development activities and our
plans to expand our business. The Audit Committee provides oversight of our financial reporting processes and the annual audit of our
financial statements. In addition, the Audit Committee reviews and must approve any business transactions between AgeX and its executive
officers, directors, and stockholders who beneficially own 5% or more of our outstanding shares of common stock.
Hedging
Transactions
We
have adopted a policy that prohibits our directors and our officers and other employees from purchasing financial instruments, including
prepaid variable forward contracts, equity swaps, collars, and exchange funds, or to otherwise engage in transactions that hedge or offset,
or that are designed to hedge or offset, risks of any decrease in the market value of our common stock or other equity securities granted
to the employee or director as part of their compensation, or held, directly or indirectly, by the employee or director.
Committees
of the Board
The
Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee, the members of
which are “independent” as defined in Nasdaq Rule 5605(a)(2). The members of the Audit Committee meet the additional independence
standards under Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act. The members of the Compensation Committee must also meet
the additional independence considerations under Nasdaq Rule 5605(d)(2).
Audit
Committee
The
members of the Audit Committee are Michael H. May (Chair) and Jean-Christophe Renondin. Joanne M. Hackett also served on the Audit Committee
during 2022 and during 2023 until she was appointed Interim Chief Executive Officer. The Audit Committee held five meetings during 2022.
Michael May’s service on the Audit Committee will expire at the Meeting when his term as a director expires, at which time we will
have a vacancy on the Audit Committee which we expect to fill when our Board of Directors is reconstituted after the Merger is consummated
or at a date after the special meeting of stockholders if the Merger is not approved by our stockholders or if the Merger is not consummated
for any reason after stockholder approval.
The
purpose of the Audit Committee is to recommend the engagement of our independent registered public accountants, to review their performance
and the plan, scope, and results of the audit, and to review and approve the fees we pay to our independent registered public accountants.
The Audit Committee also will review our accounting and financial reporting procedures and controls, all requests for waivers of, our
Code of Ethics, and significant transactions between us and our executive officers, directors, and stockholders who beneficially own
5% or more of any class of our voting securities. A copy of the Audit Committee Charter has been posted on our internet website and can
be found at www.agexinc.com.
Compensation
Committee
The
members of the Compensation Committee are Gregory H. Bailey (Chair), Michael H. May and Jean-Christophe Renondin. Joanne M. Hackett also
served as a member of the Compensation Committee during 2022 and during 2023 until she was appointed Interim Chief Executive Officer.
Michael May’s service on the Compensation Committee will expire at the Meeting when his term as a director expires. The Compensation
Committee approved certain matters by unanimous written consent on one occasion in lieu of a meeting during 2022. The Compensation
Committee oversees our compensation and employee benefit plans and practices, including executive compensation arrangements and incentive
plans and awards of stock options and other equity-based awards under our equity plans, including our 2017 Equity Incentive Plan. The
Compensation Committee will determine or recommend to the Board of Directors the terms and amount of executive compensation and grants
of equity-based awards to executives, key employees, consultants, and independent contractors. The Chief Executive Officer may make recommendations
to the Compensation Committee concerning executive compensation and performance, but the Compensation Committee makes its own determination
or recommendation to the Board of Directors with respect to the amount and components of compensation, including salary, bonus and equity
awards to executive officers, generally taking into account factors such as company performance, individual performance, and compensation
paid by peer group companies. A copy of the Compensation Committee Charter has been posted on our internet website and can be found at
www.agexinc.com.
Report
of the Audit Committee on the Audit of Our Financial Statements
The
following is the report of the Audit Committee with respect to AgeX’s audited financial statements for the year ended December
31, 2022. Jean-Christophe Renondin, a current member of our Audit Committee, did not joint the Audit Committee until August 2023 and
did not participate in discussions with our independent registered public accountants concerning the audit of our financial statements
for the year ended December 31, 2022 or other matters discussed in the Audit Committee report.
The
information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed”
with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, except to the extent that AgeX specifically incorporates such information
by reference in such filing.
The
members of the Audit Committee held discussions with our management and representatives of WithumSmith + Brown PC, our independent registered
public accountants, concerning the audit of our financial statements for the year ended December 31, 2022. The independent public accountants
are responsible for performing an independent audit of our financial statements and issuing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles in the United States. The Audit Committee does not itself prepare
financial statements or perform audits, and its members are not auditors or certifiers of AgeX’s financial statements.
The
Audit Committee members reviewed and discussed with management and representatives of the auditors the audited financial statements contained
in our Annual Report on Form 10-K for the year ended December 31, 2022. Our auditors also discussed with the Audit Committee the adequacy
of AgeX’s internal control over financial reporting.
The
Audit Committee members discussed with the independent auditors the matters required to be discussed by the applicable requirements of
the Public Company Accounting Oversight Board and the SEC. The Audit Committee received the written disclosures and the letter mandated
by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications
with the Audit Committee concerning independence, and discussed with the independent accountant the independent accountant’s independence.
Based on the reviews and discussions referred to above, the Audit Committee unanimously recommended to the Board of Directors that the
audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC.
The
Audit Committee also met on a quarterly basis with the auditors during 2022 to review and discuss our financial statements for the quarter
and the adequacy of internal control over financial reporting.
The
Audit Committee: Michael H. May (Chair) and Jean-Christophe Renondin.
Nomination
of Candidates for Election as Directors
Nominating
& Corporate Governance Committee and Nominating Policies and Procedures
The
members of the Nominating & Corporate Governance Committee are Jean-Christophe Renondin (Chair), Gregory H. Bailey, and Michael H.
May. Joanne Hackett served on the Nominating & Corporate Governance Committee during 2022 and 2023 until she was appointed Interim
Chief Executive Officer. The Nominating & Corporate Governance Committee held one meeting during 2022. Michael May’s service
on the Nominating & Corporate Governance Committee will expire at the Meeting when his term as a director expires.
The
purpose of the Nominating & Corporate Governance Committee is to recommend to the Board of Directors individuals qualified to serve
as directors and on committees of the Board, and to make recommendations to the Board on issues and proposals regarding corporate governance
matters. A copy of the Nominating & Corporate Governance Committee Charter has been posted on our internet website and can be found
at www.agexinc.com.
The
Nominating & Corporate Governance Committee will consider nominees for election as directors proposed by stockholders, provided that
they notify the Nominating & Corporate Governance Committee of the nomination in writing at least 120 days prior to the one-year
anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received,
not later than the 90 days day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure
of the date of such annual meeting was first made. Within the applicable time frame the stockholder and the nominee must also provide
the Nominating & Corporate Governance Committee with all information that the Nominating & Corporate Governance Committee may
reasonably request regarding the nominee.
The
Board and the Nominating & Corporate Governance Committee have not set any specific minimum qualifications that a prospective nominee
would need in order to be nominated to serve on the Board of Directors. Rather, in evaluating any new nominee or incumbent director,
the Nominating & Corporate Governance Committee will consider whether the particular person has the knowledge, skills, experience,
and expertise needed to manage our affairs in light of the skills, experience, and expertise of the other members of the Board as a whole.
The Nominating & Corporate Governance Committee will also consider whether a nominee or incumbent director has any conflicts of interest
with AgeX that might conflict with our Code of Ethics or that might otherwise interfere with their ability to perform their duties in
a manner that is in the best interest of AgeX and its stockholders. The Nominating & Corporate Governance Committee will also consider
whether including a prospective director on the Board will result in a Board composition that complies with (a) applicable state corporate
laws, (b) applicable federal and state securities laws, and (c) the rules of the SEC and each stock exchange on which our shares are
listed.
The
Board of Directors and the Nominating & Corporate Governance Committee have not adopted specific policies with respect to a particular
mix or diversity of skills, experience, expertise, perspectives, and background that nominees should have. However, the present Board
was assembled with a focus on attaining a Board comprised of people with substantial experience in bioscience, the pharmaceutical industry,
corporate management, and finance. The Board believes that this interdisciplinary approach will best suit our needs as we work to develop
and commercialize novel therapeutics targeting human aging and degenerative diseases.
Some
of the factors considered by the Nominating & Corporate Governance Committee and the Board in selecting the Board’s nominees
for election at the Meeting are discussed in this Proxy Statement under “ELECTION OF DIRECTORS.”
Because
our principal executive office is located in California, we may be required to comply with Section 301.3 and Section 301.4 of the California
Corporations Code. Section 301.3 provides that a publicly held corporation, as defined in Section 301.3, that has its principal executive
offices in California must have at least one, and may be required to have as many as three, female directors, depending on the authorized
number of directors. Section 301.4 of the California Corporations Code provides that a publicly held corporation that has its principal
executive offices in California must have at least one, and may be required to have as many as three, directors from underrepresented
communities, depending on the authorized number of directors. Section 301.4 defines a director from an underrepresented community to
mean an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native
Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender. Our Board of Directors presently includes
one woman and one director from an underrepresented community as required by Section 301.3 and Section 301.4 based on our authorized
number of directors.
Certain
California Superior Courts have ruled that Sections
301.3 and Section 301.4 are unconstitutional, and a United States District Court has also ruled that Section 301.4 is unconstitutional.
Unless those court decisions are overturned on appeal, Section 3.01.3 and Section 3.01.4 cannot be enforced.
DIRECTOR
COMPENSATION
Directors
and members of committees of the Board of Directors who are our employees are entitled to receive compensation as employees but are not
compensated for serving as directors or attending meetings of the Board or committees of the Board. All directors are entitled to reimbursements
for their out-of-pocket expenses incurred in attending meetings of the Board or committees of the Board.
For
the year ended December 31, 2022, Non-employee Directors were entitled to receive the following annual cash fees for serving as a director
or Chair of a designated committee.
Service
as a director: $35,000
Chair
of Audit Committee: $10,000
Chair
of Compensation Committee: $5,000
Chair
of Nominating & Corporate Governance Committee: $5,000
The
following table summarizes certain information concerning the compensation paid during the past fiscal year to each of the persons who
served as directors during the year ended December 31, 2022 and who were not our employees on the date the compensation was earned.
| Name | |
Fees Earned or Paid in Cash | | |
Option Awards (1) | | |
Total | |
| Gregory H. Bailey | |
$ | 49,010 | | |
$ | - | | |
$ | 49,010 | |
| Joanne M. Hackett (2) | |
$ | 55,740 | | |
$ | 47,325 | | |
$ | 103,065 | |
| Michael H. May | |
$ | 44,875 | | |
$ | - | | |
$ | 44,875 | |
| |
(1) |
In
accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee
Director, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB
ASC 718”). The grant date fair value for the stock options is measured based on the closing price of AgeX’s common stock
on the date of grant. |
| |
(2) |
Dr.
Hackett was elected as a director on December 29, 2021. On February 2, 2022, Dr. Hackett was awarded 65,000 stock options which had
a fair value of $47,325 on the grant date. These options became exercisable in four equal calendar quarters and were fully vested
as December 31, 2022. |
EXECUTIVE
OFFICERS
The
following table sets forth information regarding our executive officers:
| Name |
|
Age |
|
Officer
Since |
|
Position |
| Joanne
M. Hackett, Ph.D. |
|
44 |
|
August
2023 |
|
Interim
Chief Executive Officer |
| Andrea
E. Park |
|
51 |
|
May
2020 |
|
Chief
Financial Officer |
| Nafees
N. Malik, MBChB, MPhil |
|
46 |
|
October
2018 |
|
Chief
Operating Officer |
| Hal
Sternberg, Ph.D. |
|
70 |
|
August
2017 |
|
Vice
President of Research |
For
Dr. Hackett’s biographical information see above with those of the other members of our Board of Directors.
Andrea
E. Park, CPA (inactive) was appointed as Chief Financial Officer of AgeX Therapeutics, Inc. in May 2020. Ms. Park served as AgeX’s
Vice President of Finance and Controller since October 2019. Ms. Park’s career spans over 24 years of public accounting and finance
experience. Before joining AgeX, Ms. Park served as Vice President of Finance and Controller from June 2016 to September 2019 and as
Corporate Controller from August 2009 to June 2016 for Lineage Cell Therapeutics, Inc. (formerly BioTime, Inc.). While at Lineage, Ms.
Park was directly involved in the accounting and financial reporting of the public spin off and eventually the deconsolidation of three
of its then subsidiaries including Asterias Biotherapeutics, Inc., Oncocyte Corporation and AgeX. Earlier in her career she worked
in the audit and assurance practice at Deloitte. Ms. Park has a B.A. in Business Economics with Concentration in Accounting from
the University of California, Santa Barbara.
Nafees
N. Malik, MBChB, MPhil was appointed as our Chief Operating Officer during October 2018. He was also appointed Head of Cell and Gene
Therapy at Juvenescence UK Ltd during October 2018. He founded and was managing director of Asklepian Consulting Limited from June 2013
where he focused on the strategic and commercial analysis of cell and gene therapies and regenerative medicine. Dr. Malik received his
medical degree from the University of Liverpool and his Master of Philosophy degree in Bioscience Enterprise from the University of Cambridge.
Hal
Sternberg, Ph.D. was appointed Vice President of Research in August 2017. Prior to serving in that role, Dr. Sternberg was Vice President
of Research of Lineage for over 25 years and was one of Lineage co-founders. Prior to co-founding and joining Lineage, Dr. Sternberg
held various positions at the University of California at Berkeley from 1982 to 1988, where he supervised a team of researchers studying
Alzheimer’s Disease. Dr. Sternberg holds an M.S. in Chemistry and Ph.D. in Biochemistry from the University of Maryland.
EXECUTIVE
COMPENSATION
Emerging
Growth Company and Smaller Reporting Company
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting
company” as defined in the rules and regulations of the SEC. As an emerging growth company and as a smaller reporting company we
may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies
that are not emerging growth companies or smaller reporting companies. Accordingly, this Proxy Statement includes reduced disclosure
about our executive compensation arrangements.
The
following tables show certain information relating to the compensation of our former Chief Executive Officer and the two highest paid
individuals who were serving as executive officers at year end and in each case whose total compensation exceeded $100,000 during 2022.
We refer to such executive officers referred to as our “Named Executive Officers”.
SUMMARY
COMPENSATION TABLE
The
following table sets forth the compensation awarded to, earned by, or paid to our Named Executive Officers in respect of their service
to the Company for the fiscal years ended December 31, 2022 and 2021.
| Name and principal position | |
Year | | |
Salary | | |
Option Awards(1) | | |
All Other Compensation(2) | | |
Total | |
| Michael D. West(3) | |
| 2022 | | |
$ | 546,782 | | |
$ | - | | |
$ | 15,250 | | |
$ | 562,032 | |
| Chief Executive Officer | |
| 2021 | | |
| 546,782 | | |
| 137,501 | (4) | |
| 14,500 | | |
| 698,783 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Andrea E. Park | |
| 2022 | | |
| 281,228 | | |
| - | | |
| 14,061 | | |
| 295,289 | |
| Chief Financial Officer | |
| 2021 | | |
| 266,019 | | |
| 85,938 | (5) | |
| 13,301 | | |
| 365,258 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Nafees N. Malik(6) | |
| 2022 | | |
| 282,272 | (7) | |
| - | | |
| - | | |
| 282,272 | |
| Chief Operating Officer | |
| 2021 | | |
| 282,272 | (7) | |
| 85,938 | (5) | |
| - | | |
| 368,210 | |
| |
(1) |
Amounts
shown in this column do not reflect dollar amounts actually received by our Named Executive Officers. Instead, these amounts reflect
the aggregate grant date fair value of each stock option granted, computed in accordance with the provisions of FASB ASC Topic 718,
Compensation-Stock Compensation. We used the Black-Scholes Pricing Model to compute option fair values based on applicable
exercise and stock prices, an expected option term, volatility assumptions, and risk-free interest rates. Our Named Executive Officers
will only realize compensation upon exercise of the stock options and to the extent the trading price of our common stock is greater
than the exercise price of such stock options at the time of exercise. |
One
fourth of the options will vest upon completion of 12 full months of continuous employment measured from the date of grant, and the balance
of the options vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based on the completion
of each month of continuous service as an employee or director of AgeX or its subsidiaries.
| |
(2) |
Amounts
represent 401(k) matching contributions by us for the periods presented unless described otherwise. |
| |
|
|
| |
(3) |
Dr.
West served as our Chief Executive Officer until August 9, 2023. |
| |
|
|
| |
(4) |
Dr.
West’s equity awards in 2021 reflect the fair value of 120,000 stock options awarded in June 2021. |
| |
|
|
| |
(5) |
Equity
awards in 2021 to Ms. Park and Dr. Malik reflect the fair value of 75,000 stock options awarded in June 2021. |
| |
|
|
| |
(6) |
Dr.
Malik serves as our Chief Operating Officer as a consultant, with his services provided by Juvenescence. Dr. Malik devotes a majority
of his time to AgeX’s operations and AgeX reimburses Juvenescence for his services. |
| |
|
|
| |
(7) |
Amounts
represent consulting fees paid to Juvenescence for Dr. Malik’s services to AgeX. |
Employment
Agreements and Change of Control Provisions
Employment
Agreements
We
have entered into an employment agreement with our former Chief Executive Officer Michael D. West, effective October 18, 2018 (the “West
Employment Agreement”). Pursuant to the West Employment Agreement, Dr. West’s annual base salary was initially set at $525,000.
Under the West Employment Agreement, Dr. West is eligible to earn an annual incentive cash bonus with a target of no less than 50% of
annual base salary. Actual bonus amounts will be based on Dr. West’s attainment of individual performance goals at target levels
set by the Board of Directors for the applicable calendar year. If such performance goals for the applicable year are fully achieved,
the Board of Directors may approve a bonus amount exceeding the target bonus level.
Under
the West Employment Agreement, Dr. West was granted options to purchase 500,000 shares of our common stock with an exercise price of
$3.00 per share, with one fourth of the options vesting following 12 full months of continuous service as an employee of AgeX, measured
from the date of grant, and the balance vesting in 36 equal monthly installments commencing on the first anniversary of the date of grant,
based upon the completion of each month of continuous service as an employee of AgeX. Such options expire on the earliest of (1) 10 years
from the date of grant, (2) three months after Dr. West ceases to provide continuous service to us (other than due to death or disability)
or (3) one year after Dr. West ceases to provide continuous service to us due to death or disability.
Under
the West Employment Agreement, Dr. West has agreed to certain covenants regarding confidential information and assignment of inventions,
as well as a covenant not to solicit our employees during Dr. West’s employment with us and for one year thereafter. The West Employment
Agreement also includes a covenant not to compete with us during his employment. In the event of Dr. West’s resignation or termination
from AgeX for any reason, Dr. West has agreed to promptly resign from the Board of Directors of AgeX and any of its subsidiaries.
On
August 9, 2023, we entered into a Transition Services and Separation Agreement (the “Transition Agreement”) with Dr. West
pursuant to which Dr. West stepped down as our Chief Executive Officer but agreed to continue to serve as Chief Executive Officer and
as a director of our subsidiary Reverse Bioengineering, Inc. (“Reverse Bio”) during a “Transition Period.” So
long as Dr. West continues to perform services for Reverse Bio and otherwise performs his obligations under the Transition Agreement
during the Transition Period, he will receive his current monthly base salary. The Transition Period will end on October 31, 2023 or
earlier if (i) AgeX consummates the Merger with Serina Therapeutics, Inc., (ii) AgeX terminates Dr. West’s employment for “Cause”
or “Disability” as such terms are defined in the West Employment Agreement, or (iii) Dr. West dies. The Transition Agreement
provides that Dr. West will not be entitled to severance benefits under the West Employment Agreement, but if he complies with and does
not revoke the Separation Agreement and a Supplemental Release (i) we will transfer to Dr. West title to certain laboratory and other
equipment, and (ii) Dr. West’s outstanding vested AgeX stock options will remain exercisable until October 9, 2027. The Separation
Agreement and the related Supplemental Release include customary provisions releasing AgeX and related or affiliated companies and persons,
including officers and directors, from certain actual or potential claims and liabilities, and Dr. West has agreed to maintain the confidentiality
of, and not to disclose or use, confidential information of AgeX.
We
have entered into an employment agreement with our Chief Financial Officer Andrea E. Park, effective May 15, 2020 (the “Park Employment
Agreement”). Pursuant to the Park Employment Agreement, Ms. Park’s annual base salary was initially set at $265,000. Under
the Park Employment Agreement, Ms. Park is eligible to earn an annual incentive cash bonus with a target of no less than 40% of annual
base salary. Actual bonus amounts will be based on Ms. Park’s attainment of individual performance goals at target levels set by
the Board of Directors for the applicable calendar year. If such performance goals for the applicable year are fully achieved, the Board
of Directors may approve a bonus amount exceeding the target bonus level.
Under
the Park Employment Agreement, Ms. Park was granted options to purchase 300,000 shares of our common stock with an exercise price of
$0.738 per share, with one fourth of the options vesting following 12 full months of continuous service as an employee of AgeX, measured
from the date of grant, and the balance vesting in 36 equal monthly installments commencing on the first anniversary of the date of grant,
based upon the completion of each month of continuous service as an employee of AgeX. Such options expire on the earliest of (1) 10 years
from the date of grant, (2) three months after Ms. Park’s ceases to provide continuous service to us (other than due to death or
disability) or (3) one year after Ms. Park ceases to provide continuous service to us due to death or disability.
Severance
and Change of Control Arrangements
Pursuant
to the Park Employment Agreement, Ms. Park is entitled to severance benefits under certain circumstances. If we terminate Ms. Park’s
employment without “cause” or she resigns for “good reason” at any time, she will be entitled to (1) 9 months
base salary, (2) all accrued but unpaid salary earned prior to or as of the date of termination or resignation, (3) full payment of Ms.
Park’s target bonus due for such year and (4) for a period of six months, all benefits under any health insurance plan of AgeX.
In addition, if we terminate Ms. Park’s employment without “cause” or she resigns for “good reason,” (1)
all of Ms. Park’s outstanding equity awards that would otherwise have vested during the 12 months following termination or resignation
will become fully vested and exercisable immediately and (2) with respect to any outstanding vested but unexercised options, the exercise
period following termination or resignation will be extended to the earlier of the (A) 9 months after termination or (B) the natural
expiration date of the applicable option. If we terminate Ms. Park’s employment without “cause,” or she resigns for
“good reason,” following a “Change of Control,” (1) Ms. Park will be entitled to all of the benefits and payments
that she would have been entitled to if her employment had been otherwise terminated without “cause” or if she resigned for
“good reason,” as set forth above, and (2) all of Ms. Park’s unvested options and restricted stock units, if any, will
become fully vested and exercisable immediately. The severance compensation may be paid in a lump sum or, at our election, in installments
consistent with the payment of Ms. Park’s salary while employed by us. In order to receive the severance benefits, Ms. Park must
execute a general release of all claims against us.
“Change
of Control,” is defined to mean any one of the following:
| |
● |
the
acquisition of our voting securities by a person or an Affiliated Group entitling the holder to elect a majority of our directors,
except that an increase in the amount of voting securities held by a person or Affiliated Group who on the date of the Employment
Agreement beneficially owned more than 10% of our voting securities will not be a Change of Control. In addition, an acquisition
of voting securities by one or more persons acting as an underwriter in connection with a sale or distribution of voting securities
will not constitute a Change of Control; |
| |
● |
the
sale of all or substantially all of our assets; or |
| |
|
|
| |
● |
a
merger or consolidation in which we merge or consolidate into another corporation or entity in which our stockholders immediately
before the merger or consolidation do not own, in the aggregate, voting securities of the surviving corporation or entity entitling
them, in the aggregate (and without regard to whether they constitute an Affiliated Group) to elect a majority of the directors or
persons holding similar powers of the surviving corporation or entity. |
A
Change of Control will not occur if all of the persons acquiring our voting securities or assets, or merging or consolidating with us,
are one or more of our direct or indirect subsidiaries or parent corporations. “Affiliated Group” means (A) a person and
one or more other persons in control of, controlled by, or under common control with, such person; and (B) two or more persons who, by
written agreement among them, act in concert to acquire voting securities entitling them to elect a majority of our directors.
EQUITY
AWARDS OUTSTANDING AT FISCAL YEAR END
The
following table summarizes certain information concerning outstanding stock options and restricted stock units (“RSUs”) granted
by us under our 2017 Equity Incentive Plan (the “Incentive Plan”) and held by our Named Executive Officers as of December
31, 2022.
| | |
| | |
Option
Awards | |
Stock
Awards | |
| | |
| | |
Number
of Securities
Underlying Unexercised
Options | | |
Option
Exercise | | |
Option
Expiration | |
Number
of Shares
or Units
of Stock
That Have | | |
Market Value
of Shares
or Units
of Stock
That Have Not | |
| Name | |
Grant
Date | | |
Exercisable(1) | | |
Unexercisable | | |
Price | | |
Date | |
Not
Vested | | |
Vested(2) | |
| Michael
D. West | |
| 6/4/2021 | | |
| 45,000 | | |
| 75,000 | | |
$ | 1.45 | | |
6/3/2031 | |
| - | | |
| - | |
| | |
| 3/11/2019 | | |
| 93,752 | | |
| 6,248 | | |
$ | 4.28 | | |
3/10/2029 | |
| 3,125 | (3) | |
$ | 1,725 | |
| | |
| 10/18/2018 | | |
| 500,000 | | |
| - | | |
$ | 3.00 | | |
10/17/2028 | |
| - | | |
| - | |
| | |
| 10/10/2017 | | |
| 660,000 | | |
| - | | |
$ | 2.00 | | |
10/9/2027 | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Andrea
E. Park | |
| 6/4/2021 | | |
| 28,125 | | |
| 46,875 | | |
$ | 1.45 | | |
6/3/2031 | |
| - | | |
| - | |
| | |
| 5/21/2020 | | |
| 193,750 | | |
| 106,250 | | |
$ | 0.738 | | |
5/20/2030 | |
| - | | |
| - | |
| | |
| 10/1/2019 | | |
| 15,833 | | |
| 4,167 | | |
$ | 1.77 | | |
9/30/2029 | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | |
| Nafees
N. Malik | |
| 6/4/2021 | | |
| 28,125 | | |
| 46,875 | | |
$ | 1.45 | | |
6/3/2031 | |
| - | | |
| - | |
| | |
| 3/11/2019 | | |
| 65,626 | | |
| 4,374 | | |
$ | 4.28 | | |
3/10/2029 | |
| - | | |
| - | |
| | |
| 10/18/2018 | | |
| 350,000 | | |
| - | | |
$ | 3.00 | | |
10/17/2028 | |
| - | | |
| - | |
| |
(1) |
Vesting
of all options is subject to continued service as an employee, director and/or consultant of AgeX or a subsidiary on the applicable
vesting date. One fourth of the options vested or will vest on the first anniversary of the date of grant, and the remaining balance
of the options vested or will vest in 36 equal monthly installments thereafter. |
| |
|
|
| |
(2) |
Value
calculated based on $0.5519 closing price of AgeX common stock on the NYSE American on December 30, 2022. |
| |
|
|
| |
(3) |
Represents
RSUs which have vested according to the following schedule: 12,500 of the shares vested on March 11, 2020, and the remaining
37,500 of the shares vested in equal quarterly installments over a period of 3 years through March 11, 2023. Each RSU
represents a contingent right to receive one share of AgeX common stock. |
Risk
Considerations and Recoupment Policies
The
Compensation Committee of our Board of Directors considers, in establishing and reviewing the executive compensation program, whether
the program encourages unnecessary or excessive risk taking. Most of our executive compensation arrangements include a fixed salary that
provides a steady income so that executives do not feel pressured to focus exclusively on stock price performance or short term financial
targets to the detriment of our long-term operational and strategic objectives. We supplement fixed salaries with discretionary bonus
awards based on the executive’s performance as well as the performance of AgeX. The stock options and RSUs that we have granted
to our executive officers under the Incentive Plan vest over four years, assuring that the executives take a long-term perspective in
viewing their equity ownership. Because we have not adopted compensation plans, or made incentive awards, based on quantified financial
performance measures, we have not adopted specific policies regarding the adjustment or recovery of awards or payments if the relevant
performance measures are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. We may adopt such
policies, however, if we adopt incentive compensation plans or grant incentive bonuses based on financial performance measures or if
we are required to do by the rules of any national securities exchange or interdealer quotation system on which our common stock or other
equity securities are listed.
Incentive
Plan
The
following summary of the Incentive Plan is a summary only and does not purport to include all of the terms of the Incentive Plan, and
is qualified by the full terms of the Incentive Plan. The Incentive Plan permits us to grant awards (“Awards”) for up to
an aggregate of 8,500,000 shares of our common stock. Awards may include stock options, the grant or sale of restricted stock (“Restricted
Stock”), stock appreciation rights (“SARs”), and restricted stock units or RSUs which are hypothetical units issued
with reference to our common stock. Awards may be granted under the Incentive Plan to employees, directors, and consultants of AgeX
and our subsidiaries, including also subsidiaries that we may form or acquire in the future. The Incentive Plan will be administered
by our Board of Directors (the “Board”) or by a committee authorized by our Board (“Committee”), who will make
all determinations with regard to the grant and terms of Awards, subject to the terms of the Incentive Plan.
Awards
may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments or
upon the attainment of performance goals, or upon the occurrence of specified events as determined by the Board or the Committee. The
Board or Committee, in its discretion, may accelerate the vesting of an Award after the date of grant.
No
person shall be granted, during any one year period, options to purchase, or SARs with respect to, more than 1,000,000 shares in the
aggregate, or any Awards of Restricted Stock or RSUs with respect to more than 500,000 shares in the aggregate. If an Award is to be
settled in cash, the number of shares on which the Award is based shall not count toward the individual share limit.
No
Awards may be granted under the Incentive Plan more than ten years after the date upon which the Incentive Plan was adopted by the Board,
and no options or SARS granted under the Incentive Plan may be exercised after the expiration of ten years from the date of grant.
Stock
Options
Options
granted under the Incentive Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended, or the Code, or “non-qualified” stock options that do not qualify incentive stock options.
Incentive stock options may be granted only to employees of AgeX and its subsidiaries. The exercise price of stock options granted under
the Incentive Plan must be equal to the fair market of our common stock on the date the option is granted. In the case of an optionee
who, at the time of grant, owns more than 10% of the combined voting power of all classes of our stock, the exercise price of any incentive
stock option must be at least 110% of the fair market value of our common stock on the grant date, and the term of the option may be
no longer than five years. The aggregate fair market value of common stock (determined as of the grant date of the option) with respect
to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000.
The
exercise price of an option may be payable in cash or in shares of our common stock having a fair market value equal to the exercise
price, or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board or Committee
may approve.
Generally,
options will be exercisable only while the optionee remains an employee, director or consultant, or during a specific period thereafter
as approved by the Board or Committee, which will generally be three months, but in the case of the termination of an employee, director,
or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier
of 12 months after termination or the expiration date of the option.
The
number of shares covered by the Incentive Plan, and the number of shares and the exercise price per share of each outstanding option,
shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of common stock resulting
from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of
issued and outstanding shares of common stock effected without receipt of consideration by us.
Restricted
Stock and RSUs
In
lieu of granting options, we may enter into purchase agreements with employees under which they may purchase or otherwise acquire Restricted
Stock or RSUs subject to such vesting, transfer, and repurchase terms and restrictions as the Board or Committee may determine. We may
permit employees or consultants who purchase Restricted Stock to pay for their shares by delivering a promissory note or an installment
payment agreement that may be secured by a pledge of their Restricted Stock. We may also issue Restricted Stock for services actually
performed by the recipient prior to the issuance of the Restricted Stock.
The
Board or Committee may require that Restricted Stock shall be held by us or in escrow pending the expiration or release of the applicable
restrictions. Unvested Restricted Stock for which we have not received payment may be forfeited to us, or we may have the right to repurchase
unvested shares upon the occurrence of specified events, such as termination of employment.
Subject
to the restrictions set by the Board or Committee, a recipient of Restricted Stock generally shall have the rights and privileges of
a stockholder, including the right to vote the Restricted Stock and the right to receive dividends; provided that, any cash dividends
and stock dividends with respect to the Restricted Stock shall be withheld by us for the recipient’s account, and interest may
be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Board or Committee.
The cash dividends or stock dividends so withheld and attributable to any particular share of Restricted Stock (and earnings thereon,
if applicable) shall be distributed to the recipient in cash or, at the discretion of the Board or Committee, in common stock having
a fair market value equal to the amount of such dividends, if applicable, upon the release of restrictions on the Restricted Stock and,
if the Restricted Stock is forfeited, the recipient shall have no right to the dividends.
The
terms and conditions of a grant of RSUs shall be determined by the Board or Committee. No common stock shall be issued at the time a
RSU is granted, and we will not be required to set aside a fund for the payment of any such award. A recipient of RSUs shall have no
voting rights with respect to the RSUs. Upon the expiration of the restrictions applicable to a RSU, we will either issue to the recipient,
without charge, one share of common stock per RSU or cash in an amount equal to the fair market value of one share of common stock.
At
the discretion of the Board or Committee, each RSU (representing one share of common stock) may be credited with cash and stock dividends
paid in respect of one share (“Dividend Equivalents”). Dividend Equivalents shall be withheld by us for the recipient’s
account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined
by the Board or Committee. Dividend Equivalents credited to a recipient’s account and attributable to any particular RSU (and earnings
thereon, if applicable) shall be distributed in cash or, at the discretion of the Board or Committee, in common stock having a fair market
value equal to the amount of the Dividend Equivalents and earnings, if applicable, upon settlement of the RSU. If a RSU is forfeited,
the recipient shall have no right to the related Dividend Equivalents.
SARs
An
SAR is the right to receive, upon exercise, an amount payable in cash or shares or a combination of shares and cash, as determined by
the Board or Committee, equal to the number of shares subject to the SAR that is being exercised, multiplied by the excess of (a) the
fair market value of a share of common stock on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award
agreement. SARs may be granted either as free standing SARs or in tandem with options, and with such terms and conditions as the Board
or Committee may determine. No SAR may be exercised later than 10 years after the date of grant.
The
exercise price of an SAR will be determined by the Board or Committee, but shall not be less than 100% of the fair market value of one
share of common stock on the date of grant. An SAR granted in conjunction with an option shall have the same exercise price as the related
option, shall be transferable only upon the same terms and conditions as the related option, and shall be exercisable only to the same
extent as the related option; provided, however, that the SAR by its terms shall be exercisable only when the fair market value per share
exceeds the exercise price per share of the SAR or related option. Upon any exercise of an SAR granted in tandem with an option, the
number of shares for which the related option shall be exercisable shall be reduced by the number of shares for which the SAR has been
exercised. The number of shares for which an SAR issued in tandem with an option shall be exercisable shall be reduced by the number
of shares for which the related option has been exercised.
Withholding
To
the extent provided by the terms of an Award Agreement or as may be approved by the AgeX Board or Committee, an optionee or recipient
of a Restricted Stock or RSU Award or SAR may satisfy any federal, state or local tax withholding obligation relating to the Award by
any of the following means (in addition to our right to withhold from any compensation paid to the Award recipient) or by a combination
of such means: (a) tendering a cash payment; (b) authorizing us to withhold shares of common stock from the shares otherwise issuable
to the recipient as a result of the exercise or acquisition of shares under the Award, provided, however, that no shares are withheld
with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to us previously owned and unencumbered
shares of our common stock.
Changes
in Shares Under the Incentive Plan
In
the event of changes in the outstanding common stock or in our capital structure by reason of any stock or extraordinary cash dividend,
stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation,
combination, exchange, or other relevant change in capitalization, the terms of Awards granted under the Incentive Plan, and the maximum
number of shares subject to all Awards under the Incentive Plan or with respect to which any one person may be granted Awards during
any one year period, will be equitably adjusted or substituted, as to the number, price or kind of shares or other consideration subject
to the Awards to the extent necessary to preserve the economic intent of the Awards. In making such adjustments, the Board or Committee
shall generally ensure that the adjustments will not constitute a modification, extension or renewal of an incentive stock option within
the meaning of Section 424(h)(3) of the Code, and in the case of non-qualified options, ensure that any adjustments will not constitute
a modification of such non-qualified options within the meaning of Section 409A of the Code.
Restrictions
on Transfers of Options
Under
the Incentive Plan, stock options may be transferred to a limited class of defined “Permitted Transferees,” such as the option
holder’s immediate family members, family trusts and family controlled companies. In addition, options may be transferred to a
securities broker/dealer to exercise the options on the option holder’s behalf as a means of the option holder obtaining the funds
needed to exercise the option, provided that the fair market value of the shares being acquired exceeded the exercise price of the option
at the close of the market on the trading day preceding the exercise date.
Repricing
Prohibition
The
Plan prohibits any modification of the purchase price or exercise price of an outstanding option or other Award if the change would effect
a “repricing” without stockholder approval. As defined in the Incentive Plan, “repricing” means a reduction in
the exercise price of an outstanding option or SAR or cancellation of an “underwater” or “out-of-the-money” Award
in exchange for other Awards or cash. An “underwater” or “out-of-the-money” Award is defined to mean an Award
for which the exercise price is less than the “fair market value” of our common stock. The fair market value will generally
be determined by the AgeX Board, but if our common stock becomes publicly traded, the fair market value will be the closing price of
the common stock on a national securities exchange or inter-dealer quotation system on which the common stock is traded.
Limitation
on Share Recycling
Shares
subject to an Award shall not again be made available for issuance or delivery under the Incentive Plan if those shares are (a) shares
tendered in payment of an option, (b) shares delivered or withheld by us to satisfy any tax withholding obligation, (c) shares covered
by a stock-settled SAR or other Award that were not issued upon the settlement of the Award, or (d) shares repurchased by us using the
proceeds from option exercises. Only shares subject to an Award that is cancelled or forfeited or expires prior to exercise or realization
may be regranted under the Incentive Plan.
The
foregoing description of the Incentive Plan is qualified in its entirety by reference to the Incentive Plan, a copy of which is filed
as an Exhibit to our Registration Statement on Form 10 and is incorporated herein by reference.
Other
Compensation Plans
We
do not have any pension plans, defined benefit plans, or non-qualified deferred compensation plans. We may make contributions to 401(k)
plan accounts for participating executive officers and other employees.
PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of our common stock as of September 12, 2023, by (i) each of
our Named Executive Officers, (ii) each of our directors, (iii) all of our directors and executive officers as a group; and (iv)
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock. Our calculation
of the percentage of beneficial ownership is based on 37,951,261 shares of common stock outstanding as of September 12, 2023.
Beneficial
ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if
he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable
or exercisable within 60 days of September 12, 2023, and restricted stock units that will vest within 60 days of September 12, 2023.
Shares of our common stock issuable pursuant to stock options and restricted stock units currently exercisable or exercisable within
60 days of September 12, 2023, and restricted stock units that will vest within 60 days of September 12, 2023, are deemed outstanding
for computing the percentage of the person holding such equity awards and the percentage of any group of which the person is a member
but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect
to all shares they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate
beneficial ownership for any other purpose, including for purposes of Section 16 of the Exchange Act.
| Name of Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Percentage of Shares Beneficially Owned | |
| 5% Stockholders | |
| | | |
| | |
| Juvenescence Limited and certain affiliates (1) | |
| 79,180,922 | | |
| 78.7 | % |
| Broadwood Partners, L.P. and certain affiliates (2) | |
| 3,003,446 | | |
| 7.9 | % |
| | |
| | | |
| | |
| Named Executive Officers and Directors | |
| | | |
| | |
| Michael D. West (3) | |
| 1,374,482 | | |
| 3.5 | % |
| Andrea E. Park (4) | |
| 321,913 | | |
| * | |
| Nafees N. Malik (5) | |
| 465,312 | | |
| 1.2 | % |
| Gregory H. Bailey (6) | |
| 165,000 | | |
| * | |
| Joanne M. Hackett (6) | |
| 65,000 | | |
| * | |
| Michael H. May (6) | |
| 126,534 | | |
| * | |
| Jean-Christophe Renondin(7) | |
| 9,571 | | |
| * | |
| All executive officers and directors as a group (8 persons) (8) | |
| 2,595,965 | | |
| 6.4 | % |
| |
(1) |
Includes
16,447,500 shares held by Juvenescence US Corp, a wholly-owned US subsidiary of Juvenescence, Limited, 12,127,583 shares that may
be acquired upon the exercise of common stock purchase warrants, 605,840 shares that may be acquired through the conversion of $500,000
of certain outstanding loans into shares of AgeX common stock at an assumed conversion price of $0.8253 per share based on
the closing price of AgeX common stock on the NYSE American on August 17, 2023, and 29,388,888 shares that may be acquired through
the conversion of 211,600 shares of Series A Preferred Stock, and 20,611,111 shares that may be acquired through the conversion of
148,400 shares of Series B Preferred Stock. The address of Juvenescence is 18 Athol Street, Douglas, Isle of Man IM1 1JA. The foregoing
information is based solely on a Schedule 13D/A filed with the SEC on August 24, 2023, which provides information only as of July
21, 2023 and, consequently, Juvenescence’s beneficial ownership may have changed since that date. |
| |
|
|
| |
(2) |
Includes
2,997,156 shares owned by Broadwood Partners, L.P. and 6,290 shares owned by Neal Bradsher. Broadwood Capital, Inc. is the general
partner of Broadwood Partners, L.P. Neal Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood Capital,
Inc. have disclaimed beneficial ownership of the shares owned by Broadwood Partners, L.P. except to the extent of their respective
pecuniary interests in such shares. The address of these entities is 142 West 57th Street, 11th Floor, New
York, NY 10019. The foregoing information is based solely on a Schedule 13G filed with the SEC on December 10, 2018, which provides
information only as of November 28, 2018, and, consequently, the beneficial ownership of these reporting entities or persons
may have changed since that date. |
| |
|
|
| |
(3) |
Includes
1,332,500 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that will become
exercisable within 60 days. Excludes 47,500 shares that may be acquired upon the exercise of certain stock options that are not presently
exercisable and that will not become exercisable within 60 days. |
| |
|
|
| |
(4) |
Includes
321,562 shares of common stock that may be acquired upon the exercise of certain stock options that are presently exercisable or
that will become exercisable within 60 days. Excludes 73,438 shares that may be acquired upon the exercise of certain stock options
that are not presently exercisable and that will not become exercisable within 60 days. |
| |
|
|
| |
(5) |
Consists
entirely shares of common stock that may be acquired upon the exercise of certain stock options that are presently exercisable or
that will become exercisable within 60 days. Excludes 29,688 shares that may be acquired upon the exercise of certain stock options
that are not presently exercisable and that will not become exercisable within 60 days. |
| |
(6) |
Consists
entirely shares of common stock that may be acquired upon the exercise of certain stock options that are presently exercisable or
that will become exercisable within 60 days. |
| |
|
|
| |
(7) |
Consists
entirely shares of common stock that may be acquired upon the exercise of certain stock options that are presently exercisable or
that will become exercisable within 60 days. Excludes 16,250 shares that may be acquired upon the exercise of certain stock options
that are not presently exercisable and that will not become exercisable within 60 days. |
| |
|
|
| |
(8) |
Includes
2,553,499 shares that may be acquired upon the exercise of certain stock options that are presently exercisable or that will become
exercisable within 60 days. Excludes 168,856 shares that may be acquired upon the exercise of certain stock options that are not
presently exercisable and that will not become exercisable within 60 days. |
Compensation
of Our Interim Chief Executive Officer
On
August 9, 2023, we entered into a Consulting Agreement with our Interim Chief Executive Officer Joanne Hackett pursuant to which she
will receive a fee in the amount of $160,000 per year for services rendered as Interim Chief Executive Officer. Dr. Hackett will not
be eligible to participate in any AgeX retirement, pension, life, health, accident and disability insurance, or other similar employee
benefit plans for AgeX executive officers or employees other than the Incentive Plan.
Compensation
of Our Chief Operating Officer
Since
October 2018, AgeX’s Chief Operating Officer, Nafees N. Malik, who is an employee of Juvenescence, has been devoting a majority
of his time to AgeX’s operations for which AgeX reimburses Juvenescence for his services on an agreed upon fixed annual rate of
approximately $272,000 from October 18, 2018 through March 10, 2019 and approximately $283,000 from March 11, 2019 through December 31,
2022. Additionally, Dr. Malik received a $50,000 bonus in March 2019. As of December 31, 2022 AgeX had accrued approximately $141,000
payable to Juvenescence for Dr. Malik’s services rendered.
2019
Loan Agreement and Warrant Agreement
On
August 13, 2019, AgeX and Juvenescence entered into a Loan Facility Agreement (the “2019 Loan Agreement”) pursuant to which
Juvenescence has provided to AgeX a $2.0 million line of credit for a period of 18 months. On February 10, 2021, AgeX entered into an
amendment (the “First Amendment”) to the 2019 Loan Agreement. The First Amendment extended the maturity date of loans under
the 2019 Loan Agreement to February 14, 2022 and increased the amount of the loan facility by $4.0 million. On November 8, 2021, AgeX
entered into Amendment No. 2 (the “Second Amendment”) to the 2019 Loan Agreement. The Second Amendment increased the amount
of the loan facility by another $1.0 million. As of December 31, 2021, AgeX had borrowed all of the $7.0 million total line of credit
under the 2019 Loan Agreement, as amended. Concurrent with the first draw down of funds under the 2019 Loan Agreement, AgeX issued to
Juvenescence 19,000 shares of AgeX common stock, with an approximate value of $56,000. On February 14, 2022, AgeX refinanced the $7.0
million outstanding principal amount of the loans and a $160,000 origination fee due under the 2019 Loan Agreement, as amended. See the
discussion below regarding the Secured Note and repayment of the amounts borrowed under the 2019 Loan Agreement.
As
consideration for the line of credit under the 2019 Loan Agreement, AgeX issued to Juvenescence warrants to purchase 150,000 shares of
AgeX common stock, with an exercise price of $2.60 per share, which was the volume weighted average price on the NYSE American (VWAP)
of AgeX common stock over the twenty trading days prior to the date the warrants were issued. The warrants expired on August 12, 2022.
2020
Loan Agreement and New Warrant Agreement
On
March 30, 2020, AgeX and Juvenescence entered into a Secured Convertible Facility Agreement (the “2020 Loan Agreement”),
which was amended on March 13, 2023 to extend the maturity date by one year, pursuant to which AgeX borrowed $8.0 million from Juvenescence.
During July 2023, the full $8 million of 2020 Loan Agreement indebtedness was extinguished in exchange for shares of Series A Preferred
Stock pursuant to the Exchange Agreement between AgeX and Juvenescence described below.
Common
Stock and 2020 Warrants – Under the terms of the 2020 Loan Agreement, AgeX issued to Juvenescence 28,500 shares of AgeX common
stock as an arrangement fee for the loan facility when AgeX borrowed an aggregate of $3.0 million, and AgeX issued to Juvenescence warrants
to purchase a total of 3,670,663 shares of AgeX common stock (“2020 Warrants”). The number of 2020 Warrants issued was determined
as follows: each time AgeX received an advance of funds under the 2020 Loan Agreement, AgeX issued to Juvenescence a number of 2020 Warrants
equal to 50% of the number determined by dividing the amount of the advance by the applicable Market Price. The Market Price for
each 2020 Warrant when issued was the closing price per share of AgeX common stock on the NYSE American on the date of the applicable
notice from AgeX requesting a draw of funds that triggered the obligation to issue the 2020 Warrant. The exercise price of the 2020 Warrants
is the applicable Market Price. The 2020 Warrants will expire at 5:00 p.m. New York time three years after the date of issue. AgeX had
issued to Juvenescence 2020 Warrants to purchase 3,670,663 shares of AgeX common stock with exercise prices ranging from $0.70 per share
to $1.895 per share representing the market closing price on the NYSE American of AgeX common stock on the one day prior to delivery
of the drawdown notices. As of September 12, 2023, 1,900,166 2020 Warrants had expired and 1,770,497 remained outstanding
with exercise prices ranging from $0.81 per share to $1.895 per share. The number of shares issuable upon exercise of the 2020 Warrants
and the exercise price per share are subject to adjustment upon the occurrence of certain events such as a stock split or reverse
split or combination of the common stock, stock dividend, recapitalization or reclassification of the common stock, and similar events.
2022
Secured Convertible Promissory Note and Security Agreement
On
February 14, 2022, AgeX and Juvenescence entered into a Secured Convertible Promissory Note (the “Secured Note”)
pursuant to which Juvenescence agreed to provide to AgeX a $13,160,000 line of credit for a period of 12 months. AgeX drew an
initial $8,160,000 of the line of credit and used $7,160,000 to refinance the outstanding principal and the loan origination fees
under the 2019 Loan Agreement with Juvenescence. On February 9, 2023, AgeX and Juvenescence entered into an Amended and Restated
Secured Convertible Promissory Note which amends and restates the Secured Note and added $2 million to the line of credit available
to be borrowed by AgeX under the Secured Note subject to Juvenescence’s discretion to approve each loan draw. On May 9, 2023,
AgeX and Juvenescence entered into an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the “Secured
Note Second Amendment”) that increased the amount of the line of credit available to AgeX by $4,000,000, subject to the
terms of the Secured Note and Juvenescence’s discretion to approve and fund each of AgeX’s future draws of that
additional amount of credit. On June 2, 2023, AgeX and Juvenescence entered into a Third Amendment to Amended and Restated
Convertible Promissory Note, to provide that (i) AgeX may draw on the available portion of the line of credit under the Secured Note
until the earlier of the date a Qualified Offering as defined in the Secured Note is consummated by AgeX or October 31, 2023
(subject to Juvenescence’s discretion to approve each loan draw as provided in the Secured Note), (ii) AgeX will not be
obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan funds made
available pursuant to the Secured Note Second Amendment, and (iii) the definition of Reverse Financing Condition was amended
to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of
indebtedness by Reverse Bioengineering, Inc. On July 31, 2023, AgeX and Juvenescence entered into a Fourth Amendment to the Secured
Note to provide that (i) the definition of Reverse Financing Condition is amended to extend to October 31, 2023 the referenced
deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by AgeX’s subsidiary Reverse
Bioengineering, Inc., and (ii) Juvenescence may convert the outstanding amount of the Secured Note loans or any portion of such
loans into AgeX common stock without restriction by the “19.9% Cap” if Juvenescence elects to convert those amounts at a
conversion price or prices equal to the “Drawdown Market Prices” applicable to such loan amounts in lieu of a lower
conversion price set with reference to the current market price of AgeX common stock at the time of conversion. The 19.9% Cap is a
provision of the Secured Note that limits the amount of common stock that Juvenescence may acquire through the conversion of Secured
Note loans in order to comply with NYSE American requirements pertaining to the amount of shares that a listed company, such as
AgeX, may sell at a price less than the market prices prevailing at the time the loans were made (the “Drawdown Market
Prices”) without shareholder approval.
The
date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024. As an arrangement
fee for the Secured Note, AgeX will pay Juvenescence an origination fee in an amount equal to 4% of the amount each draw of loan funds,
which will accrue as each draw is funded, and an additional 4% of all the total amount of funds drawn that will accrue following the
end of the 12 month period during which funds may be drawn from the line of credit. The origination fee will become due and payable on
the maturity date of the Secured Note or in a pro rata amount with any prepayment of in whole or in part of the outstanding principal
balance of the Secured Note.
During
July 2023, $17,992,800 of Secured Note indebtedness and accrued loan origination fees was extinguished in exchange for shares of Series
A Preferred Stock and Series B Preferred Stock pursuant to the Exchange Agreement described below. As of September 12, 2023, loans
in the principal amount of $1.5 million under the Secured Note remained outstanding.
Conversion
of Loan Amounts into Common Stock – In lieu of repayment of funds borrowed, AgeX may convert the loan balance and any accrued
but unpaid origination fees into AgeX common stock or “units” if AgeX raises at least $10,000,000 through sale of common
stock (or common stock paired with warrants or other convertible securities in “units”). The conversion price per share or
units shall be the lowest price at which such shares or units are sold. Juvenescence may convert the principal balance and accrued origination
fee in whole or in part into AgeX common stock at any time at Juvenescence’s election at the closing price per share of AgeX common
stock on the NYSE American or other national securities exchange on the date prior to the date Juvenescence gives AgeX notice of Juvenescence’s
election to convert the Secured Note, in whole or in part, into common stock.
2022
Warrants – Upon each draw down of funds under the Secured Note prior to June 2, 2023, AgeX issued to Juvenescence warrants
to purchase shares of AgeX common stock (“2022 Warrants”). The 2022 Warrants are governed by the terms of a Warrant Agreement,
as amended by a Reaffirmation and Amendment Agreement, between AgeX and Juvenescence. The number of 2022 Warrants issued is equal to
50% of the number determined by dividing the amount of the applicable loan draw by the applicable Market Price. The Market Price was
the last closing price per share of AgeX common stock on the NYSE American preceding the delivery
of the notice from AgeX requesting a draw of funds that triggered the obligation to issue 2022 Warrants. The exercise price of the 2022
Warrants is the applicable Market Price. The 2022 Warrants will expire at 5:00 p.m. New York time three years after the date of issue.
As
of September 12, 2023, AgeX had issued to Juvenescence 2022 Warrants to purchase a total of 10,357,086 shares of AgeX common stock. The
exercise prices of the 2022 Warrants range from $0.59 per share to $0.88 per share representing the market closing price of AgeX common
stock on the NYSE American on the one day prior to delivery of the applicable drawdown notices. The number of shares issuable upon exercise
of the 2022 Warrants and the exercise price per share are subject to adjustment upon the occurrence of certain events such as a stock
split or reverse split or combination of the common stock, stock dividend, recapitalization or reclassification of the common stock,
and similar events.
Default
Provisions – The loan balance and origination fees may become immediately due and payable prior to the mandatory repayment
date if an Event of Default as defined in the Secured Note occurs. Events of Default under the Secured Note include the following: (a)
AgeX fails to pay any principal amount payable by it in the manner and at the time provided under and in accordance with the Secured
Note; (b) AgeX fails to pay any other amount payable by it in the manner and at the time provided under and in accordance with the Secured
Note or the Security Agreement described below or any other agreement executed in connection with the Secured Note (the “Loan Documents”)
and the failure is not remedied within three business days; (c) AgeX fails to perform any of its covenants or obligations or fail to
satisfy any of the conditions under the Secured Note or any other Loan Document and, such failure (if capable of remedy) remains unremedied
to the satisfaction of Juvenescence (in its sole discretion) for 10 business days after the earlier of (i) notice requiring its remedy
has been given by Juvenescence to AgeX and (ii) actual knowledge of the failure by senior officers of AgeX; (d) if any indebtedness of
AgeX in excess of $100,000 becomes due and payable, or a breach or other circumstance arises thereunder such that Juvenescence is entitled
to declare such indebtedness due and payable, prior to its due date, or any indebtedness of AgeX in excess of $25,000 is not paid on
its due date; (e) AgeX stops payment of its debts generally or ceases or threatens to cease to carry on its business or is unable to
pay its debts as they fall due or is deemed by a court of competent jurisdiction to be unable to pay its debts as they fall due, or enters
into any arrangements with its creditors generally; (f) if (i) an involuntary proceeding (other than a proceeding instituted by Juvenescence
or an affiliate of Juvenescence) shall be commenced or an involuntary petition shall be filed seeking liquidation, reorganization or
other relief in respect of AgeX and any subsidiary, or of all or a substantial part of its assets, under any federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) an involuntary appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for AgeX or a subsidiary or for a substantial part of its assets occurs (other
than in a proceeding instituted by Juvenescence or an affiliate of Juvenescence), and, in any such case, such proceeding shall continue
undismissed and unstayed for sixty (60) consecutive days without having been dismissed, bonded or discharged or an order of relief is
entered in any such proceeding; (g) it becomes unlawful for AgeX to perform all or any of its obligations under the Secured Note or any
authorization, approval, consent, license, exemption, filing, registration or other requirement of any governmental, judicial or public
body or authority necessary to enable AgeX to comply with its obligations under the Secured Note or to carry on its business is not obtained
or, having been obtained, is modified in a manner that precludes AgeX or its subsidiaries from conducting their business in any material
respect, or is revoked, suspended, withdrawn or withheld or fails to remain in full force and effect; (h) the issuance or levy of any
judgment, writ, warrant of attachment or execution or similar process against all or any material part of the property or assets of AgeX
or a subsidiary if such process is not released, vacated or fully bonded within 60 calendar days after its issue or levy; (i) any injunction,
order, judgment or decision of any court is entered or issued which, in the opinion of Juvenescence, materially and adversely affects,
or is reasonably likely so to affect, the ability of AgeX or a subsidiary to carry on its business or to pay amounts owed to Juvenescence
under the Secured Note; (j) AgeX, whether in a single transaction or a series of related transactions, sells, leases, licenses, consigns,
transfers or otherwise disposes of any material portion of its assets (with any such disposition with respect to any asset or assets
with a fair value of at least $250,000 being deemed material), other than (i) certain permitted investments (ii) sales, transfers and
dispositions of inventory in the ordinary course of business, (iii) any termination of a lease of real or personal property that is not
necessary in the ordinary course of the AgeX’s business, could not reasonably be expected to have a material adverse effect and
does not result from AgeX’s default, and (iv) any sale, lease, license, consignment, transfer or other disposition of assets that
are no longer necessary in the ordinary course of business or which has been approved in writing by Juvenescence; (k) any of the following
shall occur: (i) the security and/or liens created by the Security Agreement or any other Loan Document shall at any time cease to constitute
valid and perfected security and/or liens on any material portion of the collateral intended to be covered thereby; (ii) except for expiration
in accordance with its terms, the Security Agreement or any other Loan Document pursuant to which a lien is granted by AgeX in favor
of Juvenescence shall for whatever reason be terminated or shall cease to be in full force and effect; (iii) the enforceability of the
Security Agreement or any other Loan Document pursuant to which a lien is granted by AgeX in favor of Juvenescence shall be contested
by AgeX or a subsidiary; (iv) AgeX shall assert that its obligations under the Secured Note or any other Loan Document shall be invalid
or unenforceable; or (v) a loss, theft, damage or destruction occurs with respect to a material portion of the collateral; (l) there
is any change in the financial condition of AgeX and its subsidiaries which, in the opinion of Juvenescence, materially and adversely
affects, or is reasonably likely so to affect, the ability of AgeX to perform any of its obligations under the Secured Note; and (m)
any representation, warranty or statement made, repeated or deemed made or repeated by AgeX in the Secured Note, or pursuant to the Loan
Documents, is incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made.
Security
Agreement – AgeX has entered into a Security Agreement granting Juvenescence a security interest in substantially all of the
assets of AgeX, including a security interest in shares of AgeX subsidiaries that hold certain assets, as collateral for AgeX’s
loan obligations. If an Event of Default occurs under the Secured Note, Juvenescence will have the right to foreclose on the assets pledged
as collateral.
$10
Million Secured Convertible Promissory Note and Security Agreement
On
March 13, 2023, AgeX and Juvenescence entered into a $10 Million Secured Convertible Promissory Note (the “$10 Million Secured
Note”) pursuant to which Juvenescence has loaned to AgeX $10,000,000. AgeX used the loan proceeds to finance a $10,000,000 loan
to Serina Therapeutics, Inc. (“Serina”) which is evidenced by a promissory note payable by Serina to AgeX. In lieu of accrued
interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue
in two installments. During July 2023, the $10,000,000 principal balance of the Secured Note indebtedness and a portion of the loan origination
fee was extinguished in exchange for shares of Series B Preferred Stock pursuant to the Exchange Agreement
described below
Conversion
of Loan Amounts into Common Stock – AgeX may convert the any accrued but unpaid origination fee into AgeX common stock or “units”
if AgeX consummates a sale of common stock (or common stock paired with warrants or other convertible securities in “units”)
in which the gross sale proceeds are at least $10,000,000. If less than $25,000,000 is raised through the sale of common stock or units,
the conversion price per share or units shall be the lowest price at which shares or units are sold. If at least $25,000,000 is raised,
the conversion price per share shall be 85% of the “Market Price” of AgeX common stock determined as provided in the $10
Million Secured Note. Juvenescence may convert accrued origination fees into AgeX common stock at the market price per share of AgeX
common stock. stock is listed.
Amended
Security Agreement – AgeX has entered into an Amended and Restated Security Agreement that amended the February 14, 2022 Security
Agreement between AgeX and Juvenescence and added the $10 Million Secured Note to the obligations secured by the Security Agreement.
Debt
Exchanged for Preferred Stock and Remediation of Stock Exchange Listing Deficiency
In
order to eliminate a stockholders equity deficiency and to regain compliance with the continued listing requirements of the NYSE American,
on July 24, 2023, AgeX issued 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 loans then outstanding under the 2020 Loan Agreement, the Secured Note, and the $10 Million Secured Note, plus the
loan origination fees accrued with respect to the 2022 Secured Note and a portion of the loan origination fees accrued pursuant to the
$10 Million Secured Note. The cancellation of indebtedness in exchange for the Preferred Stock was conducted pursuant to an Exchange
Agreement between AgeX and Juvenescence.
Dividends
and Liquidation Prefernce
Shares
of Series A Preferred Stock and Series B Preferred Stock (collectively, “Preferred Stock”) are 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 the Preferred Stock and any other “parity stock” that may be issued ranking parri passu with
the 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.
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. 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, 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.
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 Secured 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 50% of the outstanding shares
of AgeX common stock.
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.
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.
Registration
Rights Agreements
AgeX
entered into a Registration Rights Agreement and certain amendments to the original agreement, pursuant to which it has agreed to register
for sale under the Securities Act all shares of AgeX common stock presently held by Juvenescence or that may be acquired by Juvenescence
through the exercise of common stock purchase warrants that they hold or that they may acquire pursuant to the 2020 Loan Agreement and
the Secured Note, and shares that they may acquire through the conversion of loans under the 2020 Loan Agreement and the Secured Note,
including principal and accrued interest, and the amount of the loan origination fee under the Secured Note. AgeX has filed a registration
statement on Form S-3, which has become effective under the Securities Act, for offerings on a delayed or continuous basis covering 16,447,500
shares of our common stock held by Juvenescence and 3,248,246 shares of AgeX common stock that may be issued upon the exercise of a portion
of the warrants held by Juvenescence. Juvenescence retains the right to require AgeX to register additional shares of common stock that
Juvenescence may acquire through the exercise of warrants or the conversion of 2020 Loan Agreement loans, Secured Note loans, and the
origination fee under the Secured Note. AgeX is obligated to pay the fees and expenses of each registered offering under such registration
rights agreement except for underwriting discounts and commissions. 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.
During
July 2023, AgeX and Juvenescence 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 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.
Stockholder
Approval of Certain Matters
2020
Loan Agreement, Secured Note, 2020 Warrants, and 2022 Warrants
In
order to comply with applicable NYSE American listing requirements, the 2020 Loan Agreement and the Secured Note and the related Warrant
Agreements governing the 2020 Warrants and 2022 Warrants placed certain limits on the number of shares of AgeX common stock that may
be issued to Juvenescence upon conversion of outstanding loan amounts or exercise of the 2020 Warrants or 2022 Warrants prior to stockholder
approval of the issuance of shares to Juvenescence that would result in (a) Juvenescence receiving additional shares in excess of a
19.9% Cap based on the number of shares of AgeX common stock outstanding as of March 30 2020 in the case of a conversion
of the outstanding loan amounts under the 2020 Loan Agreement into AgeX common stock, or outstanding as of February 14, 2022 in the case
of a conversion of the outstanding loan amounts under Secured Note into AgeX common stock, for less than the greater of book value or
the applicable tranche market values of AgeX common stock as of March 20, 2020 or February 14, 2022,
or (b) Juvenescence owning 50% or more of the outstanding AgeX common stock (the “50% Cap”) in the case of a conversion of
the outstanding loan amounts under the 2020 Loan Agreement or the Secured Note or the exercise of the 2020 Warrants or 2022 Warrants.
As required by the terms of the 2020 Loan Agreement and the 2022 Secured Note, AgeX sought and obtained the vote of AgeX stockholders
approving (i) the ability of AgeX and Juvenescence to convert the loans under the 2020 Loan Agreement and the Secured Note into shares
of AgeX common stock under the applicable loan conversion provisions even if the conversion would result in (a) Juvenescence receiving
additional shares in excess of the 19.9% Cap or the 50% Cap limits, and (ii) the ability of Juvenescence to exercise its 2020 Warrants
and 2022 Warrants even if the exercise would cause Juvenescence’s ownership of AgeX common stock to equal or exceed the 50% Cap
limit.
Indemnification
Agreements
On
March 13, 2023, we executed a Letter of Indemnification in Lieu of or Supplemental to a Medallion Signature Guarantee (“Letter
of Indemnification”) pursuant to which we agreed to indemnify Equiniti Trust Company, LLC (the “Equiniti Indemnity”)
from and against any and all claims, damages, liabilities or losses arising out of the transfer of all of the AgeX common stock held
by Juvenescence to its wholly-owned subsidiary, Juvenescence US Corp. (the “Share Transfer”). In connection with the execution
of the Letter of Indemnification, we and Juvenescence entered into a Transfer of Shares of AgeX Therapeutics, Inc. Common Stock –
Indemnification Agreement, pursuant to which Juvenescence agreed to indemnify us against any and all claims, damages, liabilities or
losses arising out of the Share Transfer or Equiniti Indemnity.
DELINQUENT
SECTION 16(a) REPORTS
Section
16(a) of Exchange Act requires our directors and executive officers and persons who own more than ten percent (10%) of a registered class
of our equity securities (“Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in
ownership of our common stock and other AgeX equity securities. Officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish us with copies of all reports they file under Section 16(a).
To
our knowledge, based solely on our review of the copies of Forms 3 and 4 and amendments thereto filed during the last fiscal year,
and Forms 5 and amendments thereto filed with respect to the last fiscal year, by the Reporting Persons, or written representation
from the Reporting Persons that no Form 5 was required, all Section 16(a) filing requirements applicable to our officers, directors,
and greater than ten percent beneficial owners were complied with during the fiscal year ended December 31, 2022, except that a
Form 3 was filed late by Joanne M. Hackett, AgeX’s Interim Chief Executive Officer and a member of our Board of Directors, and
two Forms 4 were filed late by Juvenescence, AgeX’s largest stockholder.
RATIFICATION
OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The
Board of Directors has selected WithumSmith + Brown PC (“Withum”) as our independent registered public accountants. OUM &
Co., LLP (“OUM”) served as our independent registered public accountants from October 2017 until July 15, 2021 when OUM and
Withum entered into a transaction pursuant to which partners and professional staff of OUM joined Withum as partners or employees. As
a result of that transaction, on July 15, 2021, OUM resigned as our independent registered public accounting firm and our Audit Committee
appointed Withum as our independent registered public accountants.
Other
than a going concern qualification, the audit reports of OUM on our consolidated financial statements for the two most recent fiscal
years and any the interim periods preceding OUM’s resignation did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years and the
subsequent interim periods preceding OUM’s resignation there were no disagreements between us and OUM on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of OUM would have caused them to make reference thereto in their reports on our financial statements for such years.
During
the two most recent fiscal years and the subsequent interim periods preceding OUM’s resignation, there were no reportable events
within the meaning set forth in Item 304(a)(1)(v) of SEC Regulation S-K and we did not consult with Withum on either (1) the application
of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered
on our financial statements, and Withum did not provide either a written report or oral advise to us that Withum concluded was an important
factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was
either the subject of a disagreement with OUM or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
Audit
Fees, Audit Related Fees, Tax Fees and Other Fees
The
following table sets forth the aggregate fees billed to us during the fiscal years ended December 31, 2022 and 2021 by Withum and OUM:
| | |
Withum | | |
OUM | | |
Total | |
| | |
2022 | | |
2021 | | |
2021 | | |
2022 | | |
2021 | |
| Audit Fees (1) | |
$ | 358,000 | | |
$ | 267,000 | | |
$ | 36,000 | | |
$ | 358,000 | | |
$ | 303,000 | |
| Audit Related (2) | |
| 53,000 | | |
| - | | |
| 54,000 | | |
| 53,000 | | |
| 54,000 | |
| | |
$ | 411,000 | | |
$ | 267,000 | | |
$ | 90,000 | | |
$ | 411,000 | | |
$ | 357,000 | |
| |
(1) |
Audit
Fees consist of fees billed for professional services rendered for the audit of our annual financial statements included in our Annual
Report on Form 10-K, and review of interim financial statements included in our Quarterly Reports on Form 10-Q, and services that
are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements. |
| |
(2) |
Audit-Related
Fees relate to assurance and related services that are reasonably related to the performance of the audit or review of our consolidated
financial statements and are not reported under “Audit Fees.” This category would include fees related to non-routine
SEC filings. |
Pre-Approval
of Audit and Permissible Non-Audit Services
Our
Audit Committee requires pre-approval of all audit and non-audit services. Other than de minimis services incidental to audit
services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services.
All fees for such non-audit services must be approved by the Audit Committee, except to the extent otherwise permitted by applicable
SEC regulations. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals,
provided such approvals are presented to the Audit Committee at a subsequent meeting. During 2022 and 2021, 100% of the fees paid to
Withum and OUM were approved by the Audit Committee.
The
Board of Directors proposes and recommends that the stockholders ratify the selection of the firm of Withum to serve as our independent
registered public accountants for the fiscal year ending December 31, 2023. Approval of the selection of Withum to serve as our independent
registered public accountants requires the affirmative vote of a majority of the shares of common stock present and voting on the matter
at the Meeting, provided that the affirmative vote cast constitutes a majority of a quorum. Unless otherwise directed by the stockholders,
proxies will be voted FOR approval of the selection of Withum to audit our financial statements.
We
expect that a representative of Withum will be present at the Meeting, online, and will have an opportunity to make a statement if he
or she so desires and may respond to appropriate questions from stockholders.
The
Board of Directors Recommends a Vote “FOR” Ratification of the Selection of Withum as Our
Independent
Registered Public Accountants
JUVENESCENCE
PROPOSAL
Juvenescence
acquired 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 loans then
outstanding under the 2020 Loan Agreement, the Secured Note, and the $10 Million Secured Note, plus the loan origination fees accrued
with respect to the Secured Note and a portion of the loan origination fees accrued pursuant to the $10 Million Secured Note, as further
discussed in this Proxy Statement under “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS— Debt Exchanged for Preferred Stock
and Remediation of Stock Exchange Listing Deficiency.” If all of the shares of Preferred Stock were converted into common stock,
Juvenescence would acquire 50,000,000 shares of AgeX common stock. However, under the rules of the NYSE American, approval by AgeX stockholders
would be required in connection with the issuance of common stock in excess of a”19.9% Cap” upon any conversion of Series
B Preferred Stock. The 19.9% Cap applicable to Series B Preferred Stock 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 Secured 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. Also, under the rules of the NYSE
American 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, meaning that 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 50% of the outstanding shares of AgeX common stock.
As
of September 12, 2023, Juvenescence held 16,447,500 shares of AgeX common stock or approximately 43.3% of AgeX outstanding common stock,
2020 Warrants to purchase 1,770,497 shares of AgeX common stock, and 2022 Warrants to purchase 10,357,086 shares of AgeX common stock.
As of September 12, 2023, after extinguishing a portion of the Secured Note indebtedness by issuing Preferred Stock during
July 2023 pursuant to the Exchange Agreement, AgeX has drawn $1.5 million of additional loans under the Secured Note, which
if converted into AgeX common stock at a conversion price of $0.68 per share, the closing price of AgeX common stock on the NYSE American
on September 12, 2023, would result in AgeX issuing to Juvenescence an additional 2,205,882 shares of AgeX common stock. If the principal
amount of loans under the Secured Note is converted into common stock, the actual number of shares issuable will depend on the amount
of the loan converted and the applicable conversion price on the date of conversion. As of September 12, 2023, AgeX may, subject
to the terms and conditions of the Secured Note, borrow up to an additional $1 million from Juvenescence which could be converted into
additional shares of AgeX common stock.
AgeX
has agreed to seek the vote of AgeX stockholders to permit Juvenescence to convert the shares of Series B Preferred Stock into shares
of AgeX common stock or to permit the automatic conversion of Series B Stock into shares of AgeX common stock under the automatic conversion
provisions of the Series B Preferred Stock even if the conversion would result in (a) Juvenescence receiving shares of common stock in
excess of the 19.9% Cap, or (b) Juvenescence owning more than 50% of AgeX outstanding common stock.
Possible
Consequences of the Juvenescence Proposal
Stockholder
approval of the Juvenescence Proposal could permit Juvenescence to acquire a majority interest in the outstanding common stock of AgeX.
As a controlling stockholder, Juvenescence would have the power to elect all directors of AgeX and to approve or reject all matters submitted
for stockholder approval by the AgeX Board of Directors, by Juvenescence as a stockholder, or by other stockholders, including but not
limited to: equity compensation plans for employees, officers, and directors; mergers, acquisitions, and consolidations; sales of AgeX
assets; and amendments of AgeX’s certificate of incorporation and bylaws.
Furthermore,
upon Juvenescence holding more than 50% the outstanding AgeX common stock, AgeX would qualify as a “controlled company” as
defined by the NYSE American Company Guide (the “Company Guide”). Being a “controlled company”
would entitle AgeX to exempt itself from the requirement that a majority of its directors be “independent” directors as defined
in the Company Guide, and that the Compensation Committee and the Nominating & Corporate Governance Committee be comprised
entirely of independent directors. If AgeX were to take advantage of any or all of these exceptions available to controlled companies
under the Company Guide it would be required to disclose doing so in its annual meeting proxy statement or in its Annual Report
on Form 10-K.
Even
if Juvenescence does not acquire more than 50% of the outstanding AgeX common stock, the Juvenescence Proposal could allow Juvenescence
to acquire more shares than might otherwise be the case if the 19.9% blocker were to remain in place.
Certain
Conflict of Interest Considerations
A
member of our Board of Directors, Gregory H. Bailey, is a director and former Chief Executive Officer of Juvenescence. The Exchange Agreement
pursuant to which we issued the Preferred Stock to Juvenescence was approved by the Audit Committee of our Board of Directors pursuant
to our Related Person Transaction Policy. Dr. Bailey is not a member of the Audit Committee and did not participate in the proceedings
of the Audit Committee considering and approving the Exchange Agreement. Dr. Bailey also abstained from voting on the recommendation
of our Board of Directors that our stockholders vote FOR approval of the Juvenescence Proposal at the Meeting.
As
discussed in the section of this Proxy Statement captioned “ELECTION OF DIRECTORS – Director Independence,” the members
of the Audit Committee qualify as “independent” under Section 803(A) and Section 803(B)(2) of the Company Guide
and Rule 10A-3 under the Exchange Act. Our Related Person Transaction Policy applies to transactions exceeding $120,000 in which any
of our officers, directors, beneficial owners of more than 5% of the outstanding shares of our common stock, or any member of their immediate
family, has a direct or indirect material interest, determined in accordance with the policy. We refer to those transactions as Related
Person Transactions. A Related Person Transaction will be subject to review and approval by our Audit Committee prior to effectiveness
or consummation, to the extent practical. The Audit Committee will review the relevant information available to it about the Related
Person Transaction. The Audit Committee may approve or ratify the Related Person Transaction only if the Audit Committee determines that,
under the circumstances, the transaction is in, or is not in conflict with, AgeX’s best interests.
In
approving the Exchange Agreement, the Audit Committee considered the following factors to the extent they determined such factors to
be relevant under the Related Person Transactions Policy:
| ● | Juvenescence’s
interest in the Related Person Transactions; |
| ● | the
approximate total consideration to the Company and Juvenescence pursuant to the Exchange
Agreement; |
| ● | the
approximate dollar value of the amount of Juvenescence interest in the transaction; |
| ● | the
availability of other sources of equity financing; |
| ● | the
purpose of, and the potential benefits to AgeX of, the transaction; |
| ● | the
powers, designations, preferences, rights qualifications, limitations, and restrictions of
the Series A Preferred Stock and Series B Preferred Stock to be conferred upon Juvenescence
as a holder of shares of such preferred stock, and the rights surrendered by Juvenescence
as a secured creditor with respect to the amounts of the Juvenescence loans exchanged for
Series A Preferred Stock and Series B Preferred Stock; |
| ● | the
manner in which the conversion price of the Series A Preferred Stock and Series B Preferred
Stock was determined and the manner in which the conversion price of the Juvenescence loans
would have been determined had Juvenescence converted Juvenescence loans to common stock
rather than exchanging Juvenescence loan obligations for the Series A Preferred Stock and
Series B Preferred Stock; and |
| ● | such
other information regarding the proposed transaction or Juvenescence that, in the context
of the proposed transaction, the members of the Audit Committee believed could be material
to investors in light of the circumstances of the transaction. |
Vote
Required to Approve the Juvenescence Proposal
Approval
of the Juvenescence Proposal requires the affirmative vote of a majority of the shares of common stock present and voting on the matter
at the Meeting, provided that the affirmative vote constitutes a majority of a quorum. Unless otherwise directed by the stockholders,
proxies will be voted FOR approval of this proposal.
The
Board of Directors, with Gregory H. Bailey Abstaining, Recommends a Vote “FOR” the Juvenescence Proposal
PROPOSALS
OF STOCKHOLDERS
Stockholders
who intend to present a proposal for action at our 2024 Annual Meeting of Stockholders must notify our management of such intention by
notice received at our principal executive offices not later than August –15, 2024 for such proposal to be included in our
proxy statement and form of proxy relating to such meeting.
ANNUAL
REPORT
Our
Annual Report on Form 10-K, filed with the SEC for the fiscal year ended December 31, 2022, without exhibits, may be obtained by a stockholder
without charge, upon written request to the Secretary of AgeX.
HOW
TO ATTEND THE ANNUAL MEETING
Participating
in the Meeting Online
The
Meeting will be held online only and we have not made accommodations for the participation of stockholders in person at the Meeting.
Stockholders who wish to attend the Meeting online you will need to gain admission in the manner described below. Stockholders who follow
the procedures for attending the Meeting online will be able to vote at the Meeting and ask questions. If you do not comply with the
procedures described here for attending the Meeting online, you will not be able to participate and vote at the Meeting online but may
view the Meeting webcast by visiting https://web.lumiagm.com/268644388 and following the instructions to log in as a guest using the
password agex2023.
If
you are a “stockholder of record” (meaning that you have a stock certificate registered in your own name), to attend and
participate in the Meeting online you will need to visit https://web.lumiagm.com/268644388 and use the control number on your proxy card
to log on. The password for the Meeting is agex2023.
If
you are a “street name” stockholder (meaning that your shares are held in an account at a broker-dealer firm) and you wish
to participate and vote online at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then
register in advance to attend the Meeting. After obtaining a valid legal proxy from your broker, bank or other agent, you must register
to attend the Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address
to Equiniti Trust Company, LLC to receive an 11-digit control number that may be used to access the Meeting online. Requests for
registration should be directed to proxy@equiniti.com or to facsimile number 718-765-8730. Written requests can be mailed to:
Equiniti
Trust Company, LLC
Attn:
Proxy Tabulation Department
6201
15th Avenue
Brooklyn,
NY 11219
Requests
for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 6,
2023, five business days before the Meeting.
You
will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and
vote your shares at https://web.lumiagm.com/268644388 during the Meeting. The password for the meeting is agex2023. Follow the instructions
provided to vote. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.
By
Order of the Board of Directors,
| |
|
| Judith
Segall |
|
| Secretary |
|
| |
|
| November
__, 2023 |
|
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