M&A - Serina Therapeutics, Inc.

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Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000170859925000053

Filing Summary: Serina Therapeutics, Inc. filed its quarterly report for the period ending March 31, 2025, detailing continued operational challenges following its merger with AgeX Therapeutics, which was completed on March 26, 2024. The report showcases a net loss of $4.8 million for the quarter, an increase from a loss of $15 million in the same quarter the previous year. The company reported total assets of $6.731 million and total liabilities of $5.172 million. The cash and cash equivalents as of March 31, 2025, were $4.267 million. The management highlighted risks related to the biotechnology sector and concerns about liquidity, with reliance on future capital raises to fund ongoing operations. Additionally, a substantial doubt about the company’s ability to continue as a going concern was stated due to incurred losses and ongoing capital needs. The report included discussions about financial conditions, operational segments, and risk factors influencing future performance.

Additional details:

Common Stock Outstanding: 9,967,381


Net Loss: 4,822


Total Assets: 6,731


Total Liabilities: 5,172


Cash And Cash Equivalents: 4,267


Form Type: 10-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000170859925000027

Filing Summary: On March 26, 2024, Serina Therapeutics, Inc., which was formerly known as AgeX Therapeutics, Inc., completed a significant merger with Legacy Serina. The merger was executed under the terms of the Merger Agreement established on August 29, 2023, where Merger Sub, a subsidiary of AgeX, merged into Legacy Serina, resulting in Legacy Serina becoming a wholly owned subsidiary of AgeX. Following the merger, AgeX rebranded itself as Serina Therapeutics, Inc. The merger effected a reverse recapitalization, meaning Legacy Serina is the accounting acquirer. Each share of Legacy Serina's capital stock was converted into a specific number of shares of AgeX common stock, totaling about 5.9 million shares. Additionally, an adjustment was made to the Legacy Serina stock options and warrants, aligning them with the merger terms. The merger, seen as pivotal for business continuity, positioned Serina Therapeutics as a clinical-stage biotechnology company focused on neurological diseases, utilizing its proprietary POZ platform. The closing also included a reverse stock split prior to the merger and provisions regarding warrant distribution to existing shareholders, showcasing a structured approach to capital management and restructuring post-merger.

Additional details:

Number Of Outstanding Shares: 9932215


Merger Date: 2024-03-26


Conversion Ratio: 0.97682654


Post Merger Warrant Exercise Price: 13.20


Incentive Warrant Exercise Price: 18.00


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