Serina Therapeutics, Inc. — fact timeline

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 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 -”

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 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”

Serina Therapeutics, Inc. incurred loan of $500,000 with Juvenescence Limited maturing May 9, 2024.

“On March 5, 2024, AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”), drew $500,000 of its credit available under the Amended and Restated Secured Convertible Promissory Note, as amended ( the “Secured Note”), with Juvenescence Limited.”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing May 9, 2024.

“On February 13, 2024, AgeX drew $500,000 of its credit available from Juvenescence under the Secured Note. The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be May 9, 2024.”

Serina Therapeutics, Inc. amended Sixth Amendment to Amended and Restated Convertible Promissory Note with Juvenescence Limited (effective 2024-02-09).

“On February 9, 2024, AgeX and Juvenescence Limited (“Juvenescence”) executed a Sixth Amendment to Amended and Restated Convertible Promissory Note (the “Amendment”) that extends to May 9, 2024 the “Repayment Date” on which the outstanding principal balance and accrued loan origination fees will become due and payable pursuant to the Amended and Restated Secured Convertible Promissory Note, dated February 9, 2023, as previously amended, modified, and restated (the “Secured Note”).”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On February 1, 2024, AgeX Therapeutics, Inc. (“AgeX”) drew $500,000 of its credit available under the Amended and Restated Secured Convertible Promissory Note (as amended, the “Secured Note”) with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On January 16, 2024, 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”).”

Steven Mintz was appointed as Director at Serina Therapeutics, Inc..

“On January 8, 2024, the AgeX Board of Directors increased the size of the Board of Directors (the “Board”) to four directors and appointed Steven Mintz as a director to fill the new vacancy on the Board.”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On January 3, 2024, 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”).”

Serina Therapeutics, Inc. shareholders approved Proposal to permit Juvenescence Limited to acquire additional shares through conversion of Series B Preferred Stock at the 2023-12-13 meeting.

“The Juvenescence was approved by the following vote: Shares Voted For 18,908,391 Against 7,461,795 Abstain 38,095”

Serina Therapeutics, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accountants at the 2023-12-13 meeting.

“The appointment of WithumSmith + Brown PC as our independent registered public accountants for the fiscal year ending December 31, 2023 was ratified by the following vote: Shares Voted For 23,460,256 Against 7,298,688 Abstain 496,875”

Serina Therapeutics, Inc. shareholders approved Election of three directors at the 2023-12-13 meeting.

“Each of the following nominees were elected as directors by the following vote: Nominee Votes For Votes Withheld Gregory Bailey 18,629,281 7,779,000 Joanne Hackett 18,946,164 7,462,117 Jean-Christophe Renondin 19,707,041 6,701,172”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On December 5, 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.”

Serina Therapeutics, Inc. terminated Service Agreement with Juvenescence Limited for Dr. Nafees Malik with Juvenescence Limited valued at Termination of agreement for Dr. Malik's services; AgeX paid Juvenescence 85% of Dr. Malik's base sa (effective 2023-12-31).

“On November 27, 2023, Juvenescence Limited (“Juvenescence”) notified AgeX that Juvenescence is terminating a March 29, 20219 the agreement that incorporated arrangements in effect since October 18, 2018 pursuant to which Juvenescence has provided AgeX with the services of Juvenescence’s employee Nafees Malik who served as Chief Operating Officer of AgeX and our subsidiary Reverse Bioengineering, Inc.”

Nafees Malik departed as Chief Operating Officer at Serina Therapeutics, Inc..

“In connection with the termination of the agreement pursuant to which Juvenescence has provided the services of our Chief Operating Officer, Nafees Malik, as set forth in”

Serina Therapeutics, Inc. incurred loan of $500,000 with Juvenescence Limited maturing February 14, 2024.

“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”).”

Serina Therapeutics, Inc. reported quarter and nine months ended September 30, 2023 results: net income $5.4 million, or ($0.14) per share (basic and diluted), EPS ($0.14) per share (basic and diluted).

“AgeX issued a press release announcing its financial results for the quarter and nine months ended September 30, 2023.”

Serina Therapeutics, Inc. incurred credit facility of $500,000 with Juvenescence Limited at not disclosed maturing February 14, 2024.

“On October 31, 2023, AgeX drew the remaining $500,000 of its credit available under the Amended and Restated Secured Convertible Promissory Note, as amended, (“Secured Note”) with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. incurred loan of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On October 3, 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.”

Serina Therapeutics, Inc. incurred loan of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On September 11, 2023, AgeX drew $500,000 of its credit available under the Amended and Restated Secured Convertible Promissory Note”

Michael H. May departed as Director at Serina Therapeutics, Inc..

“On September 1, 2023, Dr. Michael H. May informed us that he does not intend to stand for re-election as a director at our next annual meeting of stockholders, which is expected to be held during December of this year.”

Serina Therapeutics, Inc. entered into Agreement and Plan of Merger and Reorganization with AgeX Therapeutics, Inc. (effective 2023-08-29).

“On August 29, 2023, AgeX Therapeutics, Inc. (“ AgeX ”) entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) with Serina Therapeutics Inc., an Alabama corporation (“ Serina ”), and Canaria Transaction Corporation, an Alabama corporation and wholly owned subsidiary of AgeX (“ Merger Sub ”).”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On August 22, 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. The Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024.”

Serina Therapeutics, Inc. reported second quarter 2023 ended June 30, 2023 results: net income $2.7 million net loss attributable to AgeX for the three months ended June 30, 2023, EPS ($0.07) per share (basic and diluted).

“the net loss attributable to AgeX for the three months ended June 30, 2023 was $2.7 million, or ($0.07) per share (basic and diluted) compared to $2.6 million, or ($0.07) per share (basic and diluted), for 2022.”

Serina Therapeutics, Inc. incurred credit facility of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On August 1, 2023, AgeX drew $500,000 of its credit available under the Secured Note as amended by the Fourth Amendment.”

Serina Therapeutics, Inc. entered into Fourth Amendment to the Amended and Restated Secured Convertible Promissory Note with Juvenescence Limited valued at extended Reverse Financing Condition deadline to October 31, 2023; Juvenescence may convert without (effective 2023-07-31).

“On July 31, 2023, AgeX and Juvenescence Limited (“Juvenescence”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Secured Convertible Promissory Note (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.”

Serina Therapeutics, Inc. entered into Registration Rights Agreement with Juvenescence Limited (effective 2023-07-21).

“AgeX and Juvenescence have 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 of 1933, as amended (the “Securities Act”) the shares of common stock issuable upon conversion of Preferred Stock.”

Serina Therapeutics, Inc. entered into Exchange Agreement with Juvenescence Limited valued at $36 Million (effective 2023-07-21).

“On July 21, 2023, AgeX and Juvenescence Limited (“Juvenescence”) entered into an Exchange Agreement pursuant to which AgeX agreed to issue 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”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 maturing February 14, 2024.

“On July 5, 2023, AgeX drew $500,000 of its credit available under the Allonge and Restated Convertible Promissory Note (“Secured Note”) as amended on June 2, 2023.”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Ltd maturing February 14, 2024.

“On June 7, 2023, AgeX drew $500,000 of its credit available under the Secured Note as most recently amended by the Third Amendment.”

Serina Therapeutics, Inc. amended Third Amendment to Amended and Restated Convertible Promissory Note with Juvenescence Limited (effective 2023-06-02).

“On June 2, 2023 AgeX and Juvenescence Limited (“Juvenescence”) entered into an amendment to the Amended and Restated Secured Convertible Promissory Note (the “Secured Note”), as previously amended by an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the “Second Amendment”), 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 Second Amendment, and (iii) the definition of Reverse Financing Condition is amended to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited maturing February 14, 2024.

“On May 19, 2023, AgeX drew $500,000 of its credit available under the Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (“Secured Note”) dated May 9, 2023 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.”

Serina Therapeutics, Inc. received a nyse_american delisting notice notice regarding stockholders equity (rules 1003(a)(i), 1003(a)(ii), 1003(a)(iii)).

“May 17, 2023, AgeX received a notice from the staff of the NYSE American (the “Exchange”) indicating that they intend to commence proceedings to delist AgeX common stock from the Exchange based upon AgeX’s non-compliance with the stockholders’ equity requirements set forth in Sections 1003(a)(i), (ii) and (iii) of the Exchange’s Company Guide by the end of a compliance plan period that expired on May 17, 2023. Specifically, AgeX does not meet the continued listing standards because it has stockholders equity of less than (A) $2,000,000 and has incurred losses from continuing operations and/or”

Serina Therapeutics, Inc. reported quarter ended March 31, 2023 results: revenue $10,000, net income $3.3 million, EPS ($0.09) per share (basic and diluted).

“and fund each of AgeX’s future draws of that additional amount of credit. First Quarter 2023 Operating Results Revenues: Total Revenues for the first quarter of 2023 were $10,000 as compared with $5,000 in the same period in 2022. Revenues are entirely comprised of sales of research products including stem cell products. Operating expenses: Operating”

Serina Therapeutics, Inc. received a nyse_american deficiency notice notice regarding stockholders equity (rules 1003(a)(i), 1003(a)(ii), 1003(a)(iii)).

“April 20, 2023, AgeX received a letter (the “Deficiency Letter”) from the staff of the NYSE American (the “Exchange”) indicating that AgeX does not meet certain of the Exchange’s continued listing standards as set forth in Sections 1003(a)(i), (ii), and (iii) of the Exchange Company Guide in that AgeX has stockholders equity of less than (A) $2,000,000 and has incurred losses from continuing operations and/or net losses during its two most recent fiscal years, (B) $4,000,000 and has incurred losses from continuing operations and/or net losses during three out of four of its most recent fiscal”

Serina Therapeutics, Inc. incurred convertible notes of $1 million with Juvenescence Limited maturing February 14, 2024.

“On April 4, 2023, AgeX drew the remaining $1 million of its credit available under the Amended and Restated Secured Convertible Promissory Note (“Secured Note”) dated February 9, 2023 with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. reported fourth quarter and fiscal year ended December 31, 2022 results: revenue Total revenues for the fourth quarter of 2022 were $8,000 as compared with $27,000 for the fourth quarter of 2021. Total, net income Net loss attributable to AgeX for the year ended December 31, 2022 was $10.5 million, EPS ($0.28) per share (basic and diluted).

“AgeX Therapeutics, Inc. (“AgeX”; NYSE American: AGE), a biotechnology company developing therapeutics for human aging and regeneration, reported its financial and operating results for fourth quarter and the full year ended December 31, 2022.”

Serina Therapeutics, Inc. incurred convertible notes of $10,000,000 with Juvenescence Limited at origination fee in an amount equal to 7% of the loan funds disbursed to AgeX maturing March 13, 2026.

“(“ AgeX ”) and Juvenescence Limited (“ Juvenescence ”) entered into a Secured Convertible Promissory Note (the “ Juvenescence Note ”) pursuant to which Juvenescence”

Serina Therapeutics, Inc. entered into Convertible Note Purchase Agreement with AgeX Therapeutics, Inc. valued at $10,000,000 (effective 2023-03-15).

“Serina Therapeutics Inc., an Alabama corporation (“ Serina ”) to AgeX on March 15, 2023, pursuant to the terms of a Convertible Note Purchase Agreement, dated March 15, 2023 (the “ Serina Note Purchase Agreement ”), between AgeX and Serina.”

Dr. Michael D. West resigned as Director at Serina Therapeutics, Inc..

“On March 9, 2023, Dr. Michael D. West resigned from AgeX’s Board.”

Serina Therapeutics, Inc. incurred senior notes of $1 million with Juvenescence Limited maturing February 14, 2024.

“On February 15, 2023, AgeX drew $1 million of its available credit under the Amended and Restated Secured Convertible Promissory Note (“Amended Note”) dated February 9, 2023 with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. entered into Reaffirmation and Amendment Agreement with Juvenescence Limited (effective 2023-02-09).

“In connection with the Amended Note, AgeX and Juvenescence entered into a Reaffirmation and Amendment Agreement (the "Reaffirmation Agreement") pursuant to which AgeX reaffirmed its obligations under certain agreements between AgeX and Juvenescence that originally pertained to the Original Note, including but not limited to (i) the Security Agreement, (ii) a Registration Rights Agreement, as amended, and (iii) a Warrant Agreement.”

Serina Therapeutics, Inc. entered into Amended and Restated Secured Convertible Promissory Note with Juvenescence Limited valued at additional $2,000,000 (effective 2023-02-09).

“On February 9, 2023, AgeX and Juvenescence Limited ("Juvenescence") entered into an Amended and Restated Secured Convertible Promissory Note (the "Amended Note") which amends and restates a February 14, 2022 Secured Convertible Promissory Note (the "Original Note") and provides that AgeX may borrow up to an additional $2,000,000 from Juvenescence until May 9, 2023 subject to Juvenescence’s discretion to approve each loan draw.”

Serina Therapeutics, Inc. incurred convertible notes of $500,000 with Juvenescence Limited at 4% of the amount each draw of loan funds maturing February 14, 2024.

“On January 25, 2023, AgeX borrowed the remaining $500,000 under the Secured Convertible Promissory Note (the “Secured Note”) dated as of February 14, 2022 with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. incurred convertible notes of $1,000,000 with Juvenescence Limited at 4% of the amount each draw of loan funds, which will accrue as each draw is fund maturing February 14, 2024.

“On December 14, 2022, AgeX borrowed an additional $1,000,000 under the Secured Convertible Promissory Note (the “Secured Note”) dated as of February 14, 2022 with Juvenescence Limited (“Juvenescence”).”

Serina Therapeutics, Inc. shareholders approved Juvenescence Proposal - to permit Juvenescence Limited to acquire additional shares of AgeX common stock through exercise of warrants or conversion of loans at the 2022-12-07 meeting.

“Juvenescence Proposal The Juvenescence was approved by the following vote: Shares Voted For 20,393,670 Against 1,204,612 Abstain 56,676 In addition, there were 5,244,408 broker non-votes on this matter.”

Serina Therapeutics, Inc. shareholders approved Incentive Plan Amendment Proposal - amendment of 2017 Equity Incentive Plan to make additional 4,000,000 shares available at the 2022-12-07 meeting.

“Incentive Plan Amendment Proposal The Incentive Plan Amendment Proposal was approved by the following vote: Shares Voted For 20,127,120 Against 1,474,349 Abstain 53,488 In addition, there were 5,244,408 broker non-votes on this matter.”

Serina Therapeutics, Inc. shareholders approved Common Stock Amendment Proposal - amendment to Certificate of Incorporation to increase authorized shares from 100,000,000 to 200,000,000 at the 2022-12-07 meeting.

“Common Stock Amendment Proposal The Common Stock Amendment Proposal was approved by the following vote: Shares Voted For 20,798,910 Against 1,341,037 Abstain 22,781 In addition, there were 4,736,638 broker non-votes on this matter.”

Serina Therapeutics, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accountants at the 2022-12-07 meeting.

“Ratification of Appointment of Independent Registered Public Accountants The appointment of WithumSmith + Brown PC as our independent registered public accountants for the fiscal year ending December 31, 2022 was ratified by the following vote: Shares Voted For 26,776,985 Against 31,458 Abstain 90,923 There were no broker non-votes on this matter.”

Serina Therapeutics, Inc. shareholders approved Election of Directors at the 2022-12-07 meeting.

“Election of Directors Each of the following nominees were elected as directors by the following vote: Nominee Votes For Votes Withheld Gregory Bailey 20,443,999 1,210,959 Joanne Hackett 20,457,478 1,197,480 Michael May 20,469,901 1,185,057 Michael D. West 20,685,723 969,235 In addition, there were 5,244,408 broker non-votes with respect to the election of directors.”