8-K
filed April 1, 2024, 7:59 PM ET
ticker SER
CIK 0001708599
M&A
confidence high
sentiment neutral
materiality 1.00
Serina Therapeutics, Inc. (SER): M&A transaction — AgeX completes reverse merger with Serina; becomes Serina Therapeutics, trades as SER
Serina Therapeutics, Inc.
- Merger closed March 26, 2024; Serina shares converted at 0.97682654 per AgeX share; 5,913,277 shares issued to Serina stockholders.
- Post-merger ~10.1M shares outstanding (fully diluted excl. warrants); Serina equityholders own ~75%, AgeX legacy ~25%.
- AgeX changed name to Serina Therapeutics, Inc.; ticker changes from AGE to SER, new CUSIP 81751A108.
- Board reconstituted: J. Milton Harris (Chair), Steven Ledger (Interim CEO & Dir), Andrea Park (Interim CFO), Randall Moreadith (CSO).
- AgeX drew additional $2.4M under Juvenescence convertible note; transferred notes and certain assets to UniverXome in exchange for release.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Serina Therapeutics, Inc. incurred convertible notes of an additional $2.4 million with Juvenescence Limited.
- Instrument
- convertible notes
- Principal
- an additional $2.4 million
- Counterparty
- Juvenescence Limited
- Event
- incurrence
Exact text from the filing
pursuant to which AgeX drew an additional $2.4 million of its credit available under the 2022 Convertible Note
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.7
Gregory M. Bailey was appointed as Class III Director at Serina Therapeutics, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
The Company’s board of directors appointed the following members to the Compensation Committee: J. Milton Harris, Ph.D. (Chair), Gregory M. Bailey, M.D., and Steven Mintz.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Milton Harris was appointed as Chairman of the Board at Serina Therapeutics, Inc..
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
Dr. Harris was appointed Chairman of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Marshall was appointed as Class III Director at Serina Therapeutics, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
ey and Dr. Richard Marshall, appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joanne M. Hackett departed as Interim Chief Executive Officer and Director at Serina Therapeutics, Inc..
- Action
- resigned and terminated
- Role
- Interim Chief Executive Officer and Director
Exact text from the filing
both Dr. Joanne M. Hackett and Dr. Jean-Christophe Renondin resigned from AgeX’s board of directors and all respective committee membership of AgeX’s board of directors, effective as of the effective time of the Merger and (ii) Dr. Hackett was terminated as interim CEO of the Company effective as of the effective time of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jean-Christophe Renondin resigned as Director at Serina Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Jean-Christophe Renondin resigned from AgeX’s board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Serina Therapeutics, Inc.: Name change from AgeX Therapeutics, Inc. to Serina Therapeutics, Inc. via Amended Certificate after Merger (effective 2024-03-26).
- Change
- charter amendment
- Effective
- 2024-03-26
Exact text from the filing
Immediately after the consummation of the Merger, on March 26, 2024, AgeX filed the Amended Certificate changing its name from "AgeX Therapeutics, Inc." to "Serina Therapeutics, Inc."
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Serina Therapeutics, Inc. completed an acquisition involving AgeX Therapeutics, Inc. for issuance by AgeX of an aggregate of 5,913,277 shares of AgeX common stock (closed 2024-03-26).
- Action
- acquisition
- Counterparty
- AgeX Therapeutics, Inc.
- Consideration
- issuance by AgeX of an aggregate of 5,913,277 shares of AgeX common stock
- Closing
- 2024-03-26
Exact text from the filing
arch 26, 2024, the Delaware corporation formerly known as “AgeX Therapeutics, Inc.” completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29,
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
Serina Therapeutics, Inc. entered into Merger Agreement with AgeX, Merger Sub (effective 2024-03-26).
- Action
- entry
- Agreement
- merger
- Counterparty
- AgeX, Merger Sub
- Effective
- 2024-03-26
Exact text from the filing
reviously disclosed, on August 29, 2023, AgeX, Merger Sub and Serina entered into the Merger Agreement. Upon the terms and subject to
View on SEC.gov
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