SER 10-K/A
Serina Therapeutics, Inc. (SER)
10-K/A
2026-03-27
For: 2025-12-31
View Original
Added on
April 09, 2026
Park
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2025
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 1-38519
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (256) 327-9630
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | ||||
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 to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed based on the closing price for such stock as reported on the NYSE American on June 30, 2025 (the last trading day of the registrant's second fiscal quarter of 2025) was $21.8 million.
As of March 18, 2026, there were outstanding 12,314,159 shares of common stock, par value $0.0001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed for the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Serina Therapeutics, Inc. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Original 10-K”). Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, with respect to the calendar year ended December 31, 2025, to the Original 10-K (the “Auditor Consent”) inadvertently contained an incorrect version of the Auditor Consent. This Amendment is being filed to include the correct version of the Auditor Consent.
Accordingly, Exhibit 23.1 in Part IV, Item 15 of the Original 10-K has been amended and restated in its entirety to reflect this change. The Company is also providing new certifications from its principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
Except as described above, The Company has not modified or updated any disclosures contained in the Original 10-K. Accordingly, this Amendment does not reflect events occurring after the date of filing of the Original 10-K and therefore continues to speak only as of the date of the Original 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are filed herewith or incorporated by reference:
| Incorporation By Reference | |||||||||||||||||||||||||||||||||||
| Exhibit Number | Description of Document | Form | SEC File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||
| 2.1† | 8-K | 001-38519 | 2.1 | 8/30/2023 | |||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-38519 | 3.1 | 4/1/2024 | |||||||||||||||||||||||||||||||
| 3.2 | 10-K | 001-38519 | 3.2 | 3/25/2026 | |||||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-38519 | 3.1 | 4/14/2025 | |||||||||||||||||||||||||||||||
| 3.4 | 8-K | 001-38519 | 3.1 | 5/22/2025 | |||||||||||||||||||||||||||||||
| 4.1 | 8-K | 001-38519 | 4.1 | 2/15/2022 | |||||||||||||||||||||||||||||||
| 4.2 | 10-K | 001-38519 | 4.2 | 3/25/2026 | |||||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-38519 | 4.1 | 9/15/2025 | |||||||||||||||||||||||||||||||
| 10.1‡ | 8-K | 001-38519 | 10.1 | 12/12/2022 | |||||||||||||||||||||||||||||||
| 10.42‡ | 8-K | 001-38519 | 10.4 | 4/1/2024 | |||||||||||||||||||||||||||||||
| 10.3‡ | 8-K | 001-38519 | 10.5 | 4/1/2024 | |||||||||||||||||||||||||||||||
| 10.4‡ | S-8 | 333-229432 | 99.1 | 1/30/2019 | |||||||||||||||||||||||||||||||
| 10.5‡ | S-8 | 333-229432 | 99.2 | 1/30/2019 | |||||||||||||||||||||||||||||||
| 10.6‡ | S-8 | 333-229432 | 99.3 | 1/30/2019 | |||||||||||||||||||||||||||||||
| 10.7‡ | S-8 | 333-229432 | 99.4 | 1/30/2019 | |||||||||||||||||||||||||||||||
| 10.8‡ | S-8 | 333-229432 | 99.5 | 1/30/2019 | |||||||||||||||||||||||||||||||
| 10.9‡ | S-8 | 333-261997 | 99.1 | 1/4/2022 | |||||||||||||||||||||||||||||||
| 10.10‡ | 8-K | 001-38519 | 10.7 | 4/1/2024 | |||||||||||||||||||||||||||||||
| 10.11‡ | 8-K | 001-38519 | 10.8 | 4/1/2024 | |||||||||||||||||||||||||||||||
| 10.12‡ | 8-K | 001-38519 | 10.1 | 4/17/2024 | |||||||||||||||||||||||||||||||
| 10.13‡ | 8-K | 001-38519 | 10.1 | 9/12/2024 | |||||||||||||||||||||||||||||||
| 10.14‡ | 10-Q | 001-38519 | 10.2 | 11/12/2024 | |||||||||||||||||||||||||||||||
| 10.15‡ | 10-Q | 001-38519 | 10.3 | 11/12/2024 | |||||||||||||||||||||||||||||||
| 10.16 | 8-K | 001-38519 | 10.1 | 9/15/2025 | |||||||||||||||||||||||||||||||
| 16.1 | 8-K | 001-38519 | 16.1 | 5/3/2024 | |||||||||||||||||||||||||||||||
| 19.1 | 10-K | 001-38519 | 19.1 | 3/24/2025 | |||||||||||||||||||||||||||||||
| 21.1 | 10-K | 001-38519 | 21.1 | 3/25/2026 | |||||||||||||||||||||||||||||||
| 23.1* | |||||||||||||||||||||||||||||||||||
31.1* | |||||||||||||||||||||||||||||||||||
31.2* | |||||||||||||||||||||||||||||||||||
| 32** | |||||||||||||||||||||||||||||||||||
| 97.1 | 10-K | 001-38519 | 19.1 | 3/24/2025 | |||||||||||||||||||||||||||||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||||||||||||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | ||||||||||||||||||||||||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||||||||||||||||||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | ||||||||||||||||||||||||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | ||||||||||||||||||||||||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||||||||||||||||||||||||||
_______________________________________________________________
*Filed herewith.
**Furnished herewith.
#Confidential treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been separately filed by Lineage Cell Therapeutics, Inc. with the Securities and Exchange Commission.
†Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
‡Management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 27, 2026
| SERINA THERAPEUTICS, INC. | ||||||||
| By: | /s/ Steve Ledger | |||||||
| Steve Ledger Chief Executive Officer | ||||||||
| Signature | Title | Date | ||||||||||||
/s/ Balkrishan (Simba) Gill | Executive Chairman of the Board of Directors | March 27, 2026 | ||||||||||||
| Balkrishan (Simba) Gill, Ph.D | ||||||||||||||
| /s/ Steve Ledger | Chief Executive Officer and Director | March 27, 2026 | ||||||||||||
| Steve Ledger | (Principal Executive Officer) | |||||||||||||
| /s/ Gregory S. Curhan | Chief Financial Officer | March 27, 2026 | ||||||||||||
| Gregory S. Curhan | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Gregory H. Bailey | Director | March 27, 2026 | ||||||||||||
| Gregory H. Bailey, M.D. | ||||||||||||||
| /s/ Stephen Brannan | Director | March 27, 2026 | ||||||||||||
| Stephen Brannan, M.D. | ||||||||||||||
| /s/ Richard Marshall | Director | March 27, 2026 | ||||||||||||
| Richard Marshall, CBE, M.D., Ph.D. | ||||||||||||||
/s/ Jay Venkatesan | Director | March 27, 2026 | ||||||||||||
| Jay Venkatesan, M.D. | ||||||||||||||
/s/ Karen J. Wilson | Director | March 27, 2026 | ||||||||||||
Karen J. Wilson | ||||||||||||||
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-286340, 333-286620, and 333-293107) and Forms S-8 (No. 333-280250, 333-281769, and 333-286343) of our report dated March 25, 2026, with respect to the consolidated financial statements of Serina Therapeutics, Inc. (the “Company”) as of and for the years ended December 31, 2025 and 2024, included in this Annual Report on Form 10-K.
We also hereby consent to the reference to our firm under the caption “Experts” in the Registration Statements on Forms S-3 (No. 333-286340, 333-286620, and 333-293107).
/s/ Frazier & Deeter, LLC
Tampa, Florida
March 25, 2026
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve Ledger, certify that:
1.I have reviewed this Amendment No.1 to the annual report on Form 10-K of Serina Therapeutics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this periodic report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 27, 2026 | |||||
/s/ Steve Ledger | |||||
Steve Ledger Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory S. Curhan, certify that:
1.I have reviewed this Amendment No.1 to annual report on Form 10-K of Serina Therapeutics, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this periodic report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 27, 2026 | |||||
/s/ Gregory S. Curhan | |||||
Gregory S. Curhan Chief Financial Officer | |||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Amendment No.1 to the Annual Report on Form 10-K of Serina Therapeutics, Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Steve Ledger, Chief Executive Officer, and Gregory S. Curhan, Chief Financial Officer, of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our respective knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 27, 2026
/s/ Steve Ledger | |||||
Steve Ledger Chief Executive Officer | |||||
/s/ Gregory S. Curhan | |||||
Gregory S. Curhan Chief Financial Officer | |||||