Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Serina Therapeutics, Inc.: Amended the Certificate of Incorporation to effect a 1-for-35.17 reverse stock split of common stock (effective 2024-03-14).
- Change
- charter amendment
- Effective
- 2024-03-14
Exact text from the filing
To effect the Reverse Stock Split, AgeX filed a Certificate of Amendment to the AgeX Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, with an effective time of 10:00 a.m. Eastern Time on March 14, 2024 (the “Effective Time”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (D) To require the affirmative at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(D) To require the affirmative vote of the holders of at least two-thirds of the combined company’s capital stock entitled to vote generally in an election of directors, voting together as a single class, is required to make, alter amend or repeal the bylaws of the combined company or to adopt any provision inconsistent therewith; Votes Non-Votes 67,879,829 7,755,889 78,192 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (F) To provide that any action at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(F) To provide that any action required or permitted to be taken by stockholders of the combined company must be effected at a duly called annual or special meeting of stockholders and may not be effected by a consent or consents (written, electronic, or otherwise) of such stockholders; Votes Non-Votes 68,871,319 6,797,084 45,507 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (G) To authorize provisions li at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(G) To authorize provisions limiting personal liability for officers of the combined company for monetary damages for breach of fiduciary duty as an officer to the extent permissible under the DGCL; and Votes Non-Votes 68,841,445 6,789,599 82,866 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 1 – To approve (i) the issuance of shares of AgeX common stock, which will represent more than 20% of the shares of AgeX common stock outstanding immediately prior to the Merger, to stockholders of Serina, pursuant to the terms of the Merger Agreement, a copy of which is attached as Ann at the 2024-03-14 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
Proposal No. 1 – To approve (i) the issuance of shares of AgeX common stock, which will represent more than 20% of the shares of AgeX common stock outstanding immediately prior to the Merger, to stockholders of Serina, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the Proxy Statement/Prospectus/Information Statement, and (ii) the change of control of AgeX resulting from the Merger, pursuant to Sections 712(b) and 713(b) of the NYSE American Company Guide. Votes Non-Votes 69,047,139 6,646,481 20,290 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (B) To provide that the number at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(B) To provide that the number of authorized shares of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”); Votes Non-Votes 69,192,423 6,447,684 73,803 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (C) To require that any provis at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(C) To require that any provision of Articles 5, 6, 7, 8, and 9 of the Combined Company Charter can only be altered, amended or repealed, or any provision inconsistent therewith can only be adopted, upon the affirmative vote of the holders of at least two-thirds of the combined company’s capital stock entitled to vote generally in an election of directors, voting together as a single class; Votes Non-Votes 69,208,191 6,464,926 40,793 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 3 – To approve the issuance of the post-merger warrants to holders of AgeX common stock pursuant to the terms of the Merger Agreement, the potential issuance of the incentive warrants and the shares of AgeX common stock upon the exercise of the post-merger warrants and the potential iss at the 2024-03-14 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
Proposal No. 3 – To approve the issuance of the post-merger warrants to holders of AgeX common stock pursuant to the terms of the Merger Agreement, the potential issuance of the incentive warrants and the shares of AgeX common stock upon the exercise of the post-merger warrants and the potential issuance of shares of AgeX common stock upon the exercise of the incentive warrants, which will represent securities convertible into or exercisable for AgeX common stock of more than 20% of the shares of AgeX common stock outstanding at the time of issuance. Votes Non-Votes 69,026,316 6,662,323 25,271 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (A) To authorize the issuance at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(A) To authorize the issuance of 40,000,000 shares of common stock and 5,000,000 shares of preferred stock; Votes Non-Votes 68,965,060 6,714,611 34,239 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (H) To provide for the forum s at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(H) To provide for the forum selection provisions in the Combined Company Charter. Votes Non-Votes 68,953,348 6,695,768 64,793 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 2 – To approve an amendment to the certificate of incorporation of AgeX (the AgeX Charter) to effect a reverse stock split of AgeX common stock at a ratio within the range between 1-for-35 to 1-for-36 with such ratio resulting in approximately 2,500,000 shares of AgeX common stock being at the 2024-03-14 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
Proposal No. 2 – To approve an amendment to the certificate of incorporation of AgeX (the AgeX Charter) to effect a reverse stock split of AgeX common stock at a ratio within the range between 1-for-35 to 1-for-36 with such ratio resulting in approximately 2,500,000 shares of AgeX common stock being outstanding immediately prior to the effective time of the Merger, unless otherwise mutually agreed upon by the respective AgeX’s and Serina’s boards of directors prior to the effectiveness of the Merger or, if Proposal Nos. 1, 3, 4 or 6 is not approved by AgeX’s stockholders, with the ratio to be determined solely by the board of directors of AgeX. Votes Non-Votes 71,971,946 8,230,746 31,505 -
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 5 – To approve, on a non-binding, advisory basis, eight separately presented governance provisions in the Combined Company Charter , which were separately presented in accordance with SEC guidance and which were voted upon on a non-binding, advisory basis: (E) To create a classified boa at the 2024-03-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
(E) To create a classified board of directors consisting of three classes, Class I, Class II and Class III, with members of each class elected for three-year terms expiring in sequential years; Votes Non-Votes 69,231,707 6,459,281 22,922 4,520,288
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 6 – To approve the Serina Therapeutics, Inc. 2024 Equity Incentive Plan, in the form attached as Annex C to the Proxy Statement/Prospectus/Information Statement. at the 2024-03-14 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
Proposal No. 6 – To approve the Serina Therapeutics, Inc. 2024 Equity Incentive Plan, in the form attached as Annex C to the Proxy Statement/Prospectus/Information Statement. Votes Non-Votes 71,363,789 8,360,752 71,784 437,873
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Serina Therapeutics, Inc. shareholders approved Proposal No. 4 – To approve an amendment and restatement of the AgeX Charter (the “Combined Company Charter”), in the form attached as Annex B to the Proxy Statement/Prospectus/Information Statement. at the 2024-03-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-14
Exact text from the filing
Proposal No. 4 – To approve an amendment and restatement of the AgeX Charter (the “Combined Company Charter”), in the form attached as Annex B to the Proxy Statement/Prospectus/Information Statement. Votes Non-Votes 68,614,107 7,040,014 59,789 4,520,288
View on SEC.gov
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