Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 15, 2023

AgeX Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-38519

82-1436829

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1101 Marina Village Parkway

Suite 201

Alameda, California 94501

(Address of principal executive offices)

(510) 671-8370

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.0001 per share		AGE		NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in AgeX’s periodic reports filed with the Securities and Exchange Commission (the “SEC”) under the heading “Risk Factors” and other filings that AgeX may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, AgeX disclaims any intent or obligation to update these forward-looking statements.

References in this Report to “AgeX,” “we” or “us” refer to AgeX Therapeutics, Inc.

The description or discussion in this Form 8-K of any contract or agreement is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 15, 2023, AgeX drew $500,000 of its credit available under the Amended and Restated Secured Convertible Promissory Note, as amended, (“Secured Note”) with Juvenescence Limited (“Juvenescence”).

The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024. The other material terms of the Secured Note are summarized in AgeX’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.

Item 8.01 Other Events

On November 17, 2023, Serina Therapeutics, Inc. (“Serina”) issued a press release announcing that it has entered into a license agreement under which Pfizer Inc. will license, on a non-exclusive basis, Serina’s POZ polymer technology. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

In connection with the proposed merger transaction between Serina and AgeX, AgeX filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 on November 14, 2023 (the “Form S-4”). The Form S-4 contains a preliminary proxy statement/prospectus of AgeX and a preliminary information statement of Serina (the “Preliminary Proxy Statement/Prospectus/Information Statement”). The Preliminary Proxy Statement/Prospectus/Information Statement is not final and may be further amended. AGEX URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGEX, SERINA AND THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by AgeX with the SEC (as they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by AgeX with the SEC by contacting Andrea Park at AgeX by email at information@agexinc.com. Investors and stockholders are urged to read the Form S-4, including the proxy statement/prospectus contained therein, and the other relevant materials as they become available before making any voting or investment decision with respect to the proposed merger transaction.

Participants in the Solicitation

AgeX and Serina, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger transaction. Information about AgeX’s directors and executive officers is included in AgeX’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, in the proxy statement for AgeX’s 2022 annual meeting of stockholders, filed with the SEC on November 2, 2022, and in AgeX’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, filed with the SEC on November 14, 2023. Additional information regarding these persons and their interests in the transaction is included in the Preliminary Proxy Statement/Prospectus/Information Statement included in the Form S-4 relating to the transaction that was initially filed with the SEC on November 14, 2023. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This communication relates to a proposed merger transaction between AgeX and Serina. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed merger transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this communication in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 - Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release of Serina Therapeutics,Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGEX THERAPEUTICS, INC.

Date: November 17, 2023	By:	/s/ Andrea E. Park
		Chief Financial Officer

Exhibit 99.1

Filed by AgeX Therapeutics, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company:

AgeX Therapeutics, Inc.

(Commission File No. 001-38519)

Serina Therapeutics Announces POZ Polymer Technology License Agreement with Pfizer

●	Provides access to Serina POZ polymer technology for potential use in lipid nanoparticle (LNP) formulations

HUNTSVILLE, AL - November 17, 2023 (GlobeNews Wire) - Serina Therapeutics, Inc. (Serina), a privately held, clinical stage biotechnology company focused on developing its proprietary POZ Platform ^TM drug delivery technology, including POZ lipid nanoparticle (LNP) delivery systems for RNA-based therapeutics, today announced Serina has entered into a License Agreement under which Pfizer Inc. will license, on a non-exclusive basis, Serina’s POZ polymer technology.

“We are excited about the license to Pfizer for its use of the POZ polymer technology in initial research and development activities,” stated Dr. Milton Harris, Executive Board Chair at Serina Therapeutics. “The license agreement represents an important milestone for Serina.”

About Serina Therapeutics

Serina is a clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and pain. Serina’s POZ Platform^TM delivery technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs, enabling the potential of challenging small molecules, while addressing the limitations of PEG (polyethylene glycol) and other biocompatible polymers. Our POZ Platform^TM partners are at the forefront in advancing LNP delivery technology to develop novel RNA therapeutics. Serina is headquartered in Huntsville, Alabama on the campus of the HudsonAlpha Institute of Biotechnology. For more information, please visit https://serinatherapeutics.com.

Serina Disclosure Notice

This release contains forward-looking statements about the potential of Serina’s POZ polymer technology and LNP technology and the license agreement with Pfizer, that involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from our clinical studies; whether and when any applications may be filed for any drug or vaccine candidates in any jurisdictions; whether and when regulatory authorities may approve any potential applications that may be filed for any drug or vaccine candidates in any jurisdictions, which will depend on a myriad of factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such drug or vaccine candidates will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of any drug or vaccine candidates; whether the agreement between Serina and Pfizer will be successful; Serina’s ability to consummate the proposed merger of Serina with a wholly-owned subsidiary of AgeX Therapeutics, Inc. (NYSE American: AGE) (“AgeX”); uncertainties regarding the impact of COVID-19 on Serina’s business, operations and financial results; and competitive developments. The information contained in this release is as of the date hereof, and Serina assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

Additional Information and Where to Find It

In connection with the proposed merger transaction between Serina and AgeX, AgeX filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 on November 14, 2023 (the “Form S-4”). The Form S-4 contains a preliminary proxy statement/prospectus of AgeX and a preliminary information statement of Serina (the “Preliminary Proxy Statement/Prospectus/Information Statement”). The Preliminary Proxy Statement/Prospectus/Information Statement is not final and may be further amended. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGEX, SERINA AND THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by AgeX with the SEC (as they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by AgeX with the SEC by contacting Andrea Park at AgeX by email at information@agexinc.com. Investors and stockholders are urged to read the Form S-4, including the proxy statement/prospectus contained therein, and the other relevant materials as they become available before making any voting or investment decision with respect to the proposed merger transaction.

Participants in the Solicitation

Serina and AgeX, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger transaction. Information about AgeX’s directors and executive officers is included in AgeX’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, in the proxy statement for AgeX’s 2022 annual meeting of stockholders, filed with the SEC on November 2, 2022, and in AgeX’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, filed with the SEC on November 14, 2023. Additional information regarding these persons and their interests in the transaction is included in the Preliminary Proxy Statement/Prospectus/Information Statement included in the Form S-4 relating to the transaction that was initially filed with the SEC on November 14, 2023. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

Serina Therapeutics Contact:

Steve Ledger

Chief Financial Officer

(256) 327-9630

investor.relations@serinatherapeutics.com

Cover	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2023
Entity File Number	1-38519
Entity Registrant Name	AgeX Therapeutics, Inc.
Entity Central Index Key	0001708599
Entity Tax Identification Number	82-1436829
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1101 Marina Village Parkway
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Alameda
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94501
City Area Code	(510)
Local Phone Number	671-8370
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AGE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true