SER 8-K
Serina Therapeutics, Inc. (SER)
8-K
2025-09-15
For: 2025-09-09
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 9, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 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 pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement
On September 9, 2025, Serina Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an unsecured convertible note (the “Convertible Note”) with Gregory H. Bailey, M.D., a member of the Company’s Board of Directors, making available to the Company an aggregate principal amount of up to $20 million.
Under the Convertible Note, borrowings may be drawn in the discretion of the Company in five tranches tied to certain clinical and operational milestones, provided that if at the time the Company achieves a milestone the Company does not have sufficient cash available to cover projected costs and expenses to achieve the next milestone, then the Company will be required to draw such deficiency. The five tranches correspond to the five following milestones: (i) up to $5 million on or before September 30, 2025; (ii) up to $2.5 million on or after December 15, 2025 upon enrollment of the first patient in the Company’s SER-252-1b registrational clinical study; (iii) up to $2.5 million upon enrollment of the second patient in the study; (iv) up to $5 million on or after March 15, 2026, upon dosing of the last patient in Cohort 1 of the study; and (v) up to $5 million on or after April 30, 2026, upon dosing of the first patient in Cohort 2 of the study (“Milestone 5”).
Borrowings under the Convertible Note bear interest at an annual rate of 10%, initially payable in cash on the first anniversary of the initial funding and on a quarterly basis after. The Convertible Note contains customary events of default, including an additional 2% of default interest following an event of default, and has a maturity date of five years after the initial funding date. The Company can prepay the Convertible Note at any time with no penalty. The Company is required to repay all obligations outstanding under the Convertible Note in cash in the event of certain liquidity events or a change of control of the Company, all as defined in the Convertible Note.
The Convertible Note is convertible, at the option of the holder, into shares of the Serina common stock, at any time until the maturity date at a conversion price of $5.18 per share. The conversion price is subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transaction.
Borrowings under the Convertible Note constitute senior unsecured obligations of the Company and rank senior in right of payment to all indebtedness of the Company expressly subordinated to the Convertible Note, and pari passu in right of payment with all other unsecured indebtedness of the Company. The Company may incur additional indebtedness that is junior to the Convertible Note without restriction, but under the Convertible Note the Company may not incur additional indebtedness that is senior or pari passu in right of payment to the Convertible Note without the prior written consent of the holder(s) of the Convertible Note.
Under the Convertible Note, the Company agreed to issue warrants for the purchase of shares of the Common Stock on each funding date in an amount equal to 100% of the number of shares issuable upon conversion of the funds extended by the investors on such funding date. Such warrants will have an exercise price equal to $5.44 per share. The warrants expire on the earlier of sixty days following the achievement of Milestone 5 or September 30, 2026, unless stockholder approval has not been obtained as described below.
Under the Convertible Note and the form of warrant, the Company will not issue shares of common stock combined in excess of 19.99% of the issued and outstanding shares of Common Stock as of September 9, 2025, without first obtaining the approval of the stockholders of the Company in accordance with the rules of the NYSE American Stock Exchange, and the Company agreed to include a proposal to obtain such approval at the Company’s 2025 annual meeting of stockholders. The expiration date of the warrants will be extended to at least sixty days following the date of such stockholder approval, if applicable.
The foregoing description of the Convertible Note and the warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant and the Convertible Note, copies of which are filed as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Relationships between the Company and Gregory H. Bailey, M.D.
Juvenescence Limited and its affiliates (“Juvenescence”) are the largest holder of the Company’s Common Stock and have appointed Gregory H. Bailey, M.D. as a designee to the Company’s Board of Directors. Additional information about the relationships among the Company, Juvenescence, and Mr. Bailey is provided under note 5, Related Party Transactions, in the Notes to Condensed Consolidated Interim Financial Statements in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, which description is hereby incorporated by reference.
Because of the relationships among the Company, Juvenescence, and Mr. Bailey, in considering the Convertible Note, the Company’s Board of Directors established and delegated to a special committee comprised solely of independent and disinterested directors (the “Special Committee”) the power and authority to evaluate, negotiate and approve, or decline to approve, the Convertible Note and the related transactions. On September 9, 2025, the Special Committee approved the execution and delivery by the Company of the Convertible Note and the related transaction documents.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02. The Convertible Note, the warrants, and the shares of Common Stock issuable under the Convertible Note and upon exercise of the warrants, were or will be, as applicable, issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SERINA THERAPEUTICS, INC. | ||||||||
Date: September 15, 2025 | By: | /s/ Steve Ledger | ||||||
| Chief Executive Officer | ||||||||
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT AGREEMENT
BETWEEN
SERINA THERAPEUTICS, INC.
AND
[●]
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of [ ], 2025, is by and between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [●] (including its successors and assigns, the “Investor”).
WHEREAS, pursuant to that certain convertible note dated as of the date hereof, issued by the Company to the Investor (the “Note”), the Company will issue [●]warrants (the “Warrants”) to purchase [●] shares of the Company’s common stock, par value $0.0001 (“Common Stock”) to Investor; and
WHEREAS, each Warrant shall be exercisable at an exercise price equal to $5.44 per Warrant and expire on the earlier of (i) sixty (60) days following the date the data monitoring safety board for the registrational clinical study program of the Company’s SER-252 (POZ-apomorphine) in advanced Parkinson’s Disease approves enrollment of the second cohort in such study and (ii) September 30, 2026; provided that, the foregoing notwithstanding, the Warrants shall not expire until at least sixty (60) days after shareholder approval of the Note and the Warrants has been obtained as contemplated by Section 10(g) of the Note (the “Expiration Date”).
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1.DEFINITIONS. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Note.
2.REGISTERED HOLDER. Prior to due presentment for registration of a Permitted Transfer of any Warrant, the Company may deem and treat the Investor (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company), for the purpose of any exercise thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.
3.TERMS AND EXERCISE OF WARRANTS.
3.1Warrant Price. This Warrant Agreement entitles the Registered Holder thereof, subject to the provisions of this Warrant Agreement, to purchase from the Company up to [●] shares of Common Stock at the price of $5.44 per Warrant, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1 (the “Warrant Price”).
3.2Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date of issuance of the Warrant, and terminating at 5:00 p.m., New York City time on the Expiration Date, or, if earlier, upon the expiration of the Warrant upon an Event of Default by Lender under the Note. Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.
3.3Exercise of Warrants.
3.3.1Payment. Subject to the provisions of this Warrant Agreement, a Warrant may be exercised by the Registered Holder by delivering to the Company (i) the definitive warrant certificate evidencing the Warrants to be exercised, (ii) an election to purchase any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder, and (iii) the payment in full of the applicable Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, in lawful money of the United States, in good certified check or good bank draft payable to the Company.
3.3.2Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant the number of full shares of Common Stock to which such Registered Holder is entitled, registered in such name or names as may be directed by such Registered Holder. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a valid exemption from registration is available or a registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon the exercise of the Warrants (such shares of Common Stock, including any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect such shares of Common Stock, the “Warrant Shares”) is then effective and a current prospectus relating thereto is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless such Warrant Shares have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Warrant Agreement, a Registered Holder of the Warrants may exercise its Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle the Warrant exercise.
3.3.3Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement and the form of warrant shall be validly issued, fully paid and non-assessable.
3.3.4Date of Issuance of Shares. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant was surrendered and payment of the applicable Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.
3.3.5Maximum Percentage. The Registered Holder may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, the Registered Holder shall not be subject to this subsection 3.3.5 unless the Registered Holder makes such election. If the election is made by the Registered Holder, the Company shall not effect the exercise of the Warrant, and the Registered Holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, the Registered Holder (together with the Registered Holder’s affiliates (as defined below)), to the Company’s actual knowledge, would beneficially own in excess of 9.999% (or such other amount as the Registered Holder may specify) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Registered Holder and its affiliates shall include the number of Warrant Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by the Registered Holder
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and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Registered Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Registered Holder, the Company shall, within two (2) Business Days, confirm orally and in writing to the Registered Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the Registered Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage applicable to the Registered Holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The term “affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act (or any successor rule).
3.3.6Maximum Percentage Subject to Stockholder Approval. Notwithstanding anything to the contrary in this Warrant, the Company shall not effect the exercise of the Warrant, and the Registered Holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, and the conversion or exercise of any other securities of the Borrower which would result in (i) the Registered Holder (together with the Registered Holder’s affiliates, to the Company’s actual knowledge, would beneficially own in excess of 19.9% of the shares of Common Stock outstanding immediately prior to the issuance of the Note, or (ii) a failure to comply with the 20% limitation on issuance below the applicable “Minimum Price” required by Section 713 of the NYSE American Company Guide; provided that the foregoing restriction shall not apply upon the Company obtaining the approval as may be required by the applicable rules and regulations of the NYSE American LLC (or any successor entity) from the stockholders of the Company to consent to any exercise of this Warrant and issuance of Warrant Shares.
4.ADJUSTMENTS.
4.1Stock Dividends. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock to all or substantially all holders of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock.
4.2Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
4.3Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or Section 4.2 above, the applicable Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of applicable Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.
4.4Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under Sections 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the
3
continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Registered Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised such Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the Registered Holder shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if the Registered Holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by the Registered Holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4.
4.5Notices of Changes in Warrant. Upon every adjustment of the applicable Warrant Price or the number of Warrant Shares, the Company shall give written notice thereof to the Registered Holder, which notice shall state the applicable Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to the Registered Holder of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the Registered Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Registered Holder.
4.7Form of Warrant. This Warrant Agreement need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same applicable Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Warrant Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
5.TRANSFER AND EXCHANGE OF WARRANTS.
5.1Transfer of Warrants. The Warrants may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted Transfer. The Warrants will not be listed on any quotation system or traded on any securities exchange. “Permitted Transfer” means a transfer of Warrants (a) upon death of a Registered Holder by will or intestacy; (b) pursuant to a court order; (c) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; or (d) in the case of Warrants held by the Registered Holder, by the Registered Holder to any affiliate of, or third party nominated by the Registered Holder, provided that the Registered Holder shall remain responsible for the obligations of the Registered Holder under the Note; provided; however, that the permitted transferee must enter into
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a written agreement with the Company agreeing to be bound by the transfer restrictions in this Warrant Agreement. Any attempted sale, assignment, transfer, pledge, encumbrance, or other disposition, other than a Permitted Transfer, shall be void.
5.2Registration of Transfer. The Company shall register the Permitted Transfer, from time to time, of any outstanding Warrant upon surrender of such Warrant for transfer, and, if in the form of a physical certificate, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such Permitted Transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Company.
5.3Procedure for Surrender of Warrants. Warrants may be surrendered to the Company, together with a written request for exchange or Permitted Transfer, and thereupon the Company shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants.
5.4Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
6.OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.
6.1No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
6.2Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
6.3Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued or issuable pursuant to this Warrant Agreement.
7.MISCELLANEOUS PROVISIONS.
7.1Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Registered Holder shall bind and inure to the benefit of their respective successors and assigns.
7.2Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company), as follows: :
Serina Therapeutics, Inc.
601 Genome Way, Suite 2001
601 Genome Way, Suite 2001
Huntsville, Alabama 35806
Attention: Chief Financial Officer
Attention: Chief Financial Officer
With a copy to (which shall not constitute notice):
Bradley Arant Boult Cummings LLP
200 Clinton Ave. W., Ste. 900
200 Clinton Ave. W., Ste. 900
Huntsville, AL 35801-4900
Attn: Scott Ludwig
Stephen Hinton
Attn: Scott Ludwig
Stephen Hinton
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Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Company to Investor shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by Investor with the Company), as follows:
[●]
[●]
[●]
[●]
[●]
Attention: [●]
7.3Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
7.4Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.
7.5Counterparts; Electronic Signatures. This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Warrant Agreement transmitted electronically shall have the same authority, effect and enforceability as a manual signature.
7.6Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.
7.7Amendments. This Warrant Agreement may be amended in a writing executed by the parties hereto.
7.8Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A Form of Warrant Certificate
Exhibit B Legend
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IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the date first above written.
SERINA THERAPEUTICS, INC.
By:
Name: Steve Ledger
Title: Chief Executive Officer
Name: Steve Ledger
Title: Chief Executive Officer
[●]
By:
Name:
Title:
Name:
Title:
[Signature Page to Warrant Agreement]
EXHIBIT A
Form of Warrant Certificate
[FACE]
Number 1
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
SERINA THERAPEUTICS, INC.
Incorporated Under the Laws of the State of Delaware
Incorporated Under the Laws of the State of Delaware
Warrant Certificate
This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of Serina Therapeutics, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price to the Company, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
The initial Exercise Price for any Warrant is equal to $5.44 per Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive fractional shares of Common Stock, the Company will round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the applicable Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the Company.
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of laws principles thereof.
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SERINA THERAPEUTICS, INC.
By: ______________________________
Name:
Title:
Name:
Title:
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Form of Warrant Certificate
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2025 (the “Warrant Agreement”), duly executed and delivered by the Company to [●], a [●] (“Investor”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement to the Company. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of an Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered to the Company by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate to the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
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Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Serina Therapeutics, Inc. (the “Company”) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for shares of Common Stock be registered in the name of _____________, whose address is ________________________________________________, and that such shares of Common Stock be delivered to ________________________________whose address is ______________________________. If said number shares of Common Stock is less than all of shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of , whose address is _______________________ and that such Warrant Certificate be delivered to ______________________, whose address is ________________.
[Signature Page Follows]
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EXHIBIT B
LEGEND
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER RESTRICTIONS.”
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Exhibit 10.1
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE
Up to $20,000,000 in Principal Amount September 9, 2025
FOR VALUE RECEIVED, SERINA THERAPEUTICS, INC., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of those lenders from time to time set forth on Schedule 1 hereto (the “Lenders”) the principal amount of up to $20,000,000 to the account specified by each applicable Lender from time to time in writing, pursuant to the terms of this senior unsecured convertible promissory note (together with all documents, instruments, and agreements entered into and/or delivered in connection herewith, the “Note”).
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lenders hereby agree as follows:
1.Definitions. In addition to the terms defined hereinafter, the following terms used in this Note shall be construed to have the meanings set forth or referenced below.
(a)“Business Day” means any day that is not a Saturday or Sunday or any day on which commercial banks in Delaware are required or permitted to be closed.
(b)“Effective Date” means September 9, 2025.
(c)“Majority of Lenders” at any given time means those Lender(s) to whom a majority of the then-outstanding principal amount under this Note is owed.
(d)“Milestone 1” means the execution of this Note by Borrower and Lender, which Milestone shall occur on the Effective Date.
(e)“Milestone 2” means the admission of the first patient participating in the Study to clinic on or before December 15, 2025.
(f)“Milestone 3” means the admission of the second patient participating in the Study to clinic.
(g)“Milestone 4” means the dosing of the last patient in Cohort 1 of the Study.
(h)“Milestone 5” means the Borrower has received approval from the Data Monitoring and Safety Board (DMSB) to proceed with dosing patients in Cohort 2 of the Study.
(i)“Study” means the Borrower’s SER-252-1b registrational clinical study.
2.Principal Amount of Note.
(a)The principal amount of the loans to be extended pursuant to this Note is up to $20,000,000 (the “Total Commitment Amount”). The Total Commitment Amount shall made available to the Borrower in five tranches as described in this Section 2(a), in each case subject to the prior satisfaction of all conditions to borrowing in this Note.
(i)Up to $5,000,000 of the Total Commitment Amount shall be available to the Borrower during the period beginning on the date on which Milestone 1 occurs and ending on September 30, 2025 (the “Tranche 1 Loan”). Borrower may elect to draw all or a portion of the Tranche 1 Loan during the period described in the preceding sentence by providing a written notice to the Lender, in the form attached hereto as Exhibit A (the “Milestone 1 Notice”), stating the amount of the Tranche 1 Loan that Borrower has elected to draw (the “Tranche 1 Draw Amount”). Upon receiving the Milestone 1 Notice, the Lenders shall pay to Borrower an amount equal to the Tranche 1 Draw Amount by wire transfer of immediately available funds to the account specified in such notice within three Business Days following receipt thereof.
(ii)Up to $2,500,000 of the Total Commitment Amount shall be available to the Borrower from December 15, 2025 until January 15, 2026, provided that Milestone 2 has occurred on or before December 15, 2025 (the “Tranche 2 Loan”). If Milestone 2 has not occurred on or before December 15, 2025 (the “Milestone 2 Deadline”), Borrower shall have no right to receive any portion of the Tranche 2 Loan unless otherwise agreed in writing by Lender. If Milestone 2 has occurred on or before the Milestone 2 Deadline and the Borrower determines, in its discretion, that it does not have cash available at such time to cover the projected costs and expenses (as estimated by Borrower, in its discretion) to reach Milestone 3 (the “Amount Needed for Milestone 3”), then Borrower shall be required to draw from the Tranche 2 Loan the difference between (A) the Amount Needed for Milestone 3 and (B) the amount of Borrower’s available cash at such time, up to the full amount of the Tranche 2 Loan. Within three Business Days following the Milestone 2 Deadline, Borrower shall provide a written notice to Lender, in the form attached hereto as Exhibit A (the “Milestone 2 Notice”), stating the amount, if any, to be drawn by Borrower from the Tranche 2 Loan pursuant to this Section 2(a)(ii) (the “Tranche 2 Draw Amount”). Upon receiving the Milestone 2 Notice, the Lenders shall pay to Borrower an amount equal to the Tranche 2 Draw Amount by wire transfer of immediately available funds to the account specified in such notice within three Business Days following receipt thereof.
(iii)Up to $2,500,000 of the Total Commitment Amount shall be available to the Borrower on the date on which Milestone 3 occurs (the “Tranche 3 Loan”). If Milestone 3 has occurred and the Borrower determines, in its discretion, that it does not have enough cash at that time to cover the projected costs and expenses (as estimated by Borrower, in its discretion) to reach Milestone 4 (the “Amount Needed for Milestone 4”), then Borrower shall be required to draw from the Tranche 3 Loan the difference between (A) the Amount Needed for Milestone 4 and (B) the amount of Borrower’s available cash at such time, up to the full amount of the Tranche 3 Loan. Within twenty Business Days following the occurrence of Milestone 3, Borrower shall provide a written notice to Lender, in the form attached hereto as Exhibit A (the “Milestone 3 Notice”) stating the amount, if any, to be drawn by Borrower from the Tranche 3 Loan pursuant to this Section 2(a)(iii) (the “Tranche 3 Draw Amount”). Upon receiving the Milestone 3 Notice, the Lenders shall pay to Borrower an amount equal to the Tranche 3 Draw Amount by wire transfer of immediately available funds to the account specified in such notice within three Business Days following receipt thereof.
(iv) Up to $5,000,000 of the Total Commitment Amount shall be available to the Borrower from March 15, 2026 until April 15, 2026, provided that Milestone 4 has occurred on or before March 15, 2026 (the “Tranche 4 Loan”). If Milestone 4 has not occurred on or before March 15, 2026 (the “Milestone 4 Deadline”), Borrower shall have no right to receive any portion of the Tranche 4 Loan, unless otherwise agreed in writing by Lender. If Milestone 4 has occurred on or before the Milestone 4 Deadline and the Borrower determines, in its discretion, that it does not does not have enough cash at that time to cover the projected costs and expenses (as estimated by Borrower, in its discretion) to reach Milestone 5 (the “Amount Needed for Milestone 5”), then Borrower shall be required to draw from the Tranche 4 Loan
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the difference between (A) the Amount Needed for Milestone 5 and (B) the amount of Borrower’s available cash at such time, up to the full amount of the Tranche 4 Loan. Within three Business Days following the Milestone 4 Deadline, Borrower shall provide a written notice to Lender, in the form attached hereto as Exhibit A (the “Milestone 4 Notice”) stating the amount, if any, to be drawn by Borrower from the Tranche 4 Loan pursuant to this Section 2(a)(iv) (the “Tranche 4 Draw Amount”). Upon receiving the Milestone 4 Notice, the Lenders shall pay to Borrower an amount equal to the Tranche 4 Draw Amount by wire transfer of immediately available funds to the account specified in such notice within three Business Days following receipt thereof.
(v)Up to $5,000,000 of the Total Commitment Amount shall be available to the Borrower from April 30, 2026 until May 31, 2026, provided that Milestone 5 has occurred on or before April 30, 2026 (the “Tranche 5 Loan”). If Milestone 5 has not occurred on or before April 30, 2026 (the “Milestone 5 Deadline”), Borrower shall have no right to receive any portion of the Tranche 5 Loan, unless otherwise agreed in writing by Lender. Within three Business Days following the Milestone 5 Deadline, Borrower shall provide a written notice to Lender, in the form attached hereto as Exhibit A (the “Milestone 5 Notice”) stating the amount, if any, to be drawn by Borrower from the Tranche 5 Loan pursuant to this Section 2(a)(v) (the “Tranche 5 Draw Amount” and, together with the Tranche 1 Draw Amount, the Tranche 2 Draw Amount, the Tranche 3 Draw Amount and the Tranche 4 Draw Amount, the “Draw Amounts”). Upon receiving the Milestone 5 Notice, the Lenders shall pay to Borrower an amount equal to the Tranche 5 Draw Amount by wire transfer of immediately available funds to the account specified in such notice within three Business Days following receipt thereof.
(b)The amounts paid to Borrower pursuant to Section 2(a) are collectively referred to herein as the “Loans,” and each individual tranche paid to Borrower pursuant to the preceding sentence may be referred to herein as a “Loan.” Each date on which the Borrower borrows a Loan (i.e., receives Loan funds), is referred to herein as a “Borrowing Date.” Any amounts repaid may not be re-borrowed.
(c)The proportion of the Tranche 1 Draw Amount to be funded by each Lender is set forth beside each Lender’s name on Schedule 1 hereto, subject to adjustment as provided in Section 27. Thereafter, unless otherwise agreed in writing by the Lenders, upon the satisfaction of the terms and conditions applicable to each Loan, each Lender shall be obligated to fund that portion of each Draw Amount according to such Lender’s proportion of funding of all prior Loans at such time. The foregoing notwithstanding, one or more Lenders may agree to fund all or a portion of a Loan that another Lender fails to fund, and the funding Lender(s) will receive the Warrants that otherwise would have been issued to the non-funding Lender in respect of such funding.
3.Interest.
(a)The outstanding principal amount of this Note shall bear interest at a rate of ten percent (10%) per annum, computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. Interest shall accrue from the Borrowing Date of the first Loan under this Note (the “Initial Funding”). For the first twelve (12) months following such Initial Funding, all interest on Loans made under this Note shall accrue and shall be payable in full in cash on the first anniversary of the Initial Funding. Thereafter, accrued interest on all Loans made under this Note shall be payable in cash on a quarterly basis, in arrears, on the last day of each calendar quarter (or, if such day is not a Business Day, on the next succeeding Business Day) until September 9, 2030 (the “Maturity Date”). Unpaid interest shall not compound, except as required by law.
(b)In the event of an Event of Default (as defined below), default interest shall accrue on the outstanding principal amount of the Note at 2% per annum above the non-default rate set forth above (“Default Interest”) and be payable on demand in cash.
(c)In the event any Lender fails to deliver such Lender’s applicable portion of any Draw Amount in full in accordance with Section 2 (an “Event of Default by Lender”), then, following a ten (10) calendar day period for such Lender to cure such failure to fund, (i) 50% of the Warrants theretofore issued to such Lender shall immediately expire, and (ii) not more than 50% of the Obligations outstanding under this Note owed to such Lender shall be convertible into shares of the common stock, par value $0.00001 per share of the Borrower (the “Common Stock”) pursuant to Section 10 without the written consent of the Borrower.
4.Maturity Date. Unless paid or converted earlier as provided herein, all amounts due and payable under this Note, including all outstanding principal, accrued and unpaid interest, and reasonable out-of-pocket fees
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and costs of enforcement (collectively, the “Obligations”), shall be due and payable in full in cash on the Maturity Date. All payments received shall be applied first to costs of collection (if any), then to accrued and unpaid interest on this Note, and then to the outstanding principal balance of this Note.
5.Voluntary Prepayments. The Borrower shall have the right, upon ten (10) Business Days prior written notice to the Lenders, to repay Obligations outstanding under this Note in full or in part, in cash at any time prior to the Maturity Date. Amounts paid toward any Loan tranche shall, if not sufficient to satisfy Obligations outstanding with respect to such Loan tranche, be apportioned pro rata among the Lenders in respect of the amount of Obligations owed to each Lender with respect to such Loan tranche. Notwithstanding the foregoing, a Lender may elect within the ten (10) Business Days of the Borrower’s notice of its intention to prepay under this provision to convert some or all of the outstanding Obligations into Common Stock in accordance with the terms of Section 10 of this Note.
6.Mandatory Repayments. The Borrower shall repay all, but not less than all, Obligations outstanding under this Note in cash in the event of any of the following: (a) a merger or consolidation in which the Borrower is a constituent party and the Borrower issues shares of its capital stock pursuant to such merger or consolidation, (b) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation or otherwise), in a single transaction or series of related transactions, by the Borrower of all or a material portion of the assets of the Borrower, (c) the liquidation, dissolution or winding up of the Borrower or any of its subsidiaries, whether voluntary or involuntary, in or out of a court process (the occurrence of any of the events set forth in clauses (a) - (c), each, a “Liquidity Event”), (d) any change in the ownership of the Borrower occurs where any person or entity, other than Juvenescence Limited, JuvVentures (UK) Limited, and their respective affiliates, directly or indirectly, becomes the beneficial owner of more than fifty percent (50%) of the voting shares of the Borrower (or obtains the rights to acquire such shares), a majority of the members of the board of directors in existence on the date hereof shall be replaced with other members not approved by members of the then-incumbent board of directors, or management of the Borrower declares that a change of control has occurred, irrespective of any occurrences described above (a “Change of Control”), or (e) the occurrence of a Bankruptcy Event (as defined below). The Borrower shall provide the Lender at least ten (10) Business Days following notice of any Liquidity Event or Change of Control during which time the Lender may elect to convert some or all of the outstanding Obligations into Common Stock in accordance with the terms of Section 10 of this Note
7.Representations, Warranties and Covenants of Borrower. To induce the Lenders to enter into this Note, the Borrower represents and warrants to the Lenders as of this date and on each Borrowing Date as set forth below. All representations, warranties and covenants of the Borrower contained in this Note shall survive until the indefeasible repayment in full, in cash or shares of Common Stock as provided herein of all Obligations under this Note.
(a)Existence; Power and Authority; Compliance with Laws. The Borrower (i) is a corporation duly organized, validly existing, and in good standing under the laws of its state of organization, (ii) has the requisite corporate power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to borrow under this Note, to execute and deliver this Note, and to perform its obligations hereunder, and (iii) is in compliance with all laws applicable to the Borrower except to the extent that the failure to comply therewith could not reasonably be expected to have a material adverse effect on the business of the Borrower.
(b)Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower, its borrowings hereunder, and the performance of its Obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws and governing documents. The Borrower has duly executed and delivered this Note.
(c)No Approvals. Except as has already been obtained, no consent, authorization, or order of, filing with, notice to, license from, or other act by, or in respect of, any governmental authority or any other person is required in order for the Borrower to borrow under this Note or to execute, deliver, or perform any of its obligations under this Note.
(d)No Violations. The execution and delivery of this Note, the borrowing under this Note, and the consummation by the Borrower of the transactions contemplated hereby do not and will not (i) violate any law applicable to the Borrower or by which any of its properties or assets may be bound or (ii) constitute a material default under any material agreement or contract by which the Borrower is bound.
(e)Enforceability. This Note is a valid, legal, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable
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bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(f)Restrictions on Other Indebtedness. Except as otherwise provided in this Note or agreed to by a Majority of Lenders in writing, the Borrower shall not incur, assume, guarantee, or otherwise become responsible or liable for any Indebtedness (as defined below), other than Permitted Indebtedness (as defined below), without the prior written consent of the Lender. As of the date hereof, the Borrower does not have any outstanding Indebtedness other than Permitted Indebtedness and Indebtedness set forth on Schedule 7(f). For purposes of this Note, the term “Indebtedness” shall mean (i) obligations for borrowed money, (ii) obligations evidenced by notes, bonds, debentures, or similar instruments, (iii) obligations for the deferred purchase price of property or services (other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice), and (iv) guarantees of any of the foregoing. For purposes of this Note, the term “Permitted Indebtedness” means (a) Indebtedness junior in right of payment to the Obligations under this Note, (b) trade payables and accrued expenses incurred in the ordinary course of business, (c) obligations under operating leases incurred in the ordinary course of business, (d) obligations secured by purchase money security interests in property acquired in the ordinary course of business, but only to the extent of the purchase price of such property, and (e) obligations under capital leases entered into in the ordinary course of business.
(g)Negative Pledge. The Borrower shall not allow, create, incur, assume, or suffer to exist any lien or security interest on or against any of its property or assets now owned or hereafter acquired, other than Permitted Liens (as defined below). For purposes of this Note, the term “Permitted Liens” means: (i) liens with respect to Indebtedness junior in right of payment to the Obligations under this Note, (ii) liens for taxes, assessments, or governmental charges that are not yet due and payable or are being contested in good faith; (iii) statutory liens of landlords, carriers, warehousemen, mechanics, and materialmen, incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith; (iv) liens securing purchase money obligations and capital leases permitted under Section 7(f), but only to the extent of the purchase price of the property subject to such lien; and (v) other liens arising in the ordinary course of business that do not secure obligations for borrowed money.
(h)Preservation of Existence. The Borrower shall preserve, renew, and maintain in full force and effect its legal existence and good standing under the laws of its organization and maintain, preserve, and protect all of its material assets in good working order and condition, ordinary wear and tear permitted.
8.Priority of Obligations. The Borrower represents, warrants, and covenants that the Obligations under this Note constitute senior unsecured obligations of the Borrower. The Obligations shall rank senior in right of payment to all Indebtedness of the Borrower that is expressly subordinated to this Note, and pari passu in right of payment with all other unsecured Indebtedness of the Borrower, subject in each case to Permitted Indebtedness (as defined herein). The Borrower may incur additional Indebtedness that is junior to this Note without restriction, provided that no such Indebtedness shall be senior or pari passu in right of payment to this Note without the prior written consent of the Lenders.
9.Warrants. Borrower agrees to issue to each Lender, within five (5) days of a Borrowing Date, warrants, in the form attached hereto as Exhibit B, for the purchase of additional shares of Common Stock in an amount equal to 100% warrant coverage of the Loan funds extended by such Lender corresponding to such Borrowing Date. The Warrants shall have an exercise price equal to 105% of the Conversion Price. The warrants shall expire upon the earlier of (i) sixty (60) days following the achievement of Milestone 5 or (ii) September 30, 2026, and will be exercisable by the Lender at any time, subject to the restrictions in Section 10; provided that, the foregoing notwithstanding, the Warrants shall not expire until at least sixty (60) days after shareholder approval of this Note and the Warrants has been obtained as contemplated by Section 10(g) below. For the avoidance of doubt, warrants shall be issued only with respect to Loan tranches actually funded by the Lenders, and no warrants shall be issued in connection with any tranche not called and funded by the Borrower.
10.Conversion.
(a)Notwithstanding anything to the contrary in this Note, unless and until shareholder approval of the issuance of Common Stock by the Borrower is obtained by the Borrower, the conversion of Obligations pursuant to this Note shall be limited to the number of shares of Common Stock issuable upon conversion of this Note and the conversion or exercise of any other securities of the Borrower which would result in (i) the Lender’s beneficial ownership of Common Stock being at or below 19.9% of the Borrower’s outstanding shares on any date of determination (the “NYSE American Ownership Condition”), and (ii) compliance with the 20% limitation on issuances below the applicable “Minimum Price” required by Section 713 of the NYSE American LLC Company Guide (together with the definition of “Minimum Price” set forth in Section 713(c)) (the “NYSE
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American Shareholder Approval Condition” and, together with the NYSE American Ownership Condition, the “NYSE American Conditions”).
(b)Optional Conversion. Subject to the NYSE American Conditions and Section 3(c), in lieu of Borrower making cash payments of principal pursuant to the terms of this Note, each Lender, in its sole discretion, at any time or from time to time until the Maturity Date, may elect to convert some or all of the outstanding principal amounts owed to such Lender under this Note into that number of shares of Common Stock at a conversion price (the “Conversion Price”) equal to $5.18. In connection with each conversion, the Lender shall provide a written notice to the Borrower of Lender’s election to convert (an “Election Notice”) specifying the dollar amount of Obligations to be converted, and upon delivery of such Election Notice to the Borrower, the Lender shall be treated for all purposes as the record holder of such shares of Common Stock as of the date of the Lender’s delivery to the Borrower of the applicable Election Notice. For the avoidance of doubt, the Conversion Price shall be deemed the “Minimum Price” for purposes of Section 312.04 of the NYSE American Company Guide.
(c)In the event that the Borrower at any time after the date hereof effects a subdivision or split of its Common Stock into a greater number of shares of Common Stock or shall issue a stock dividend on the outstanding Common Stock, then the Conversion Price shall be proportionately decreased and the number of shares of Common Stock issuable upon conversion of this Note shall be proportionately increased, effective as of the close of business on the date of such subdivision or split or the issuance of such dividend. In the event the Borrower at any time after the date hereof effects a combination or reverse stock split into a lesser number of shares of Common Stock, then in each such event the Conversion Price shall be proportionately increased, and the number of shares of Common Stock issuable upon conversion of the Obligations shall be proportionately decreased, effective as of the close of business on the date of such combination or reverse stock split.
(d)If at any time the number of shares of authorized Common Stock shall not be sufficient to effect the conversion of all outstanding principal amounts under this Note, the Borrower shall effect all such corporate action as is necessary to increase its authorized but unissued shares of Common Stock as shall be sufficient for such purpose.
(e)Each Lender is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Each Lender agrees to furnish any additional information requested by the Borrower or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the conversion of any Obligations.
(f)Each Lender understands that the Common Stock issuable upon conversion of the outstanding principal amounts under this Note has not been, and may not be, registered under the Securities Act or state securities laws by reason of specific exemptions from the registration provisions thereof which depend on, among other things, the bona fide nature of the investment intent and the accuracy of such Lender’s representations as expressed herein. Each Lender understands that any unregistered shares of Common Stock are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, such Lender must hold such shares of Common Stock indefinitely unless they are registered with the SEC and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Notwithstanding the foregoing, the Borrower agrees that Borrower will pursue in good faith, and submit to the Securities and Exchange Commission (“SEC”) no later than January 31, 2026 a registration statement covering the resale by each Lender of the shares of Common Stock and warrant shares that Borrower receives or is entitled to receive under the terms of this Note and any Common Stock warrants issued to each Lender in connection with the Note. In the event that any additional Lenders are added to this Note in accordance with Section 27, then the Borrower will use commercially reasonable efforts to cause an amendment to such resale registration statement to be filed adding such additional Lender(s) to the resale registration statement.
(g)The Lender shall not be entitled to convert any portion of this Note or exercise of any portion of the Warrants if such exercise would require prior shareholder approval for the issuance of such shares pursuant to applicable NYSE American rules and regulations. The Borrower agrees to hold an annual or special meeting of its shareholders on or prior to the date that is ninety (90) days following the date of this Note which shall include a proposal for the purpose of obtaining shareholder approval, with the recommendation of the Borrower’s Board of Directors that such proposal be approved, and the Borrower shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management appointed proxyholders shall vote their proxies in favor of such proposal. If the Borrower does not obtain shareholder approval at the first meeting, the Borrower shall call a meeting every ninety (90) days thereafter to seek shareholder approval until shareholder approval is obtained. The Lender covenants that it will vote or cause to be voted all shares of the voting stock of the Borrower that it holds or exercises voting control or influence over as of the date of each such meeting in favor of such proposal, including but not limited to shares held by JuvVentures (UK) Limited.
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(h)Notwithstanding anything to the contrary herein, the Borrower shall not effect any conversion of this Note or exercise any of the Warrants, and no Lender shall not be entitled to convert this Note or exercise any of the Warrants, for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect or immediately prior to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by such Lender, any of its “affiliates” (as such term is defined in Rule 144 under the Securities Act) (“Affiliate”) and any natural persons or legal entities (each, a “Person”) who are members of a Section 13(d) group with such Lender or its Affiliates to exceed 4.99% (the “Ownership Limitation”) of the total number of issued and outstanding shares of Common Stock of the Borrower following such conversion or exercise. For purposes of this paragraph, beneficial ownership and whether a holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. Upon the written request of any Lender, the Borrower shall within two (2) trading days confirm in writing or by electronic mail to the holder the number of shares of Common Stock then outstanding. By written notice to the Borrower, any Lender may, from time to time, increase or decrease the Ownership Limitation as it applies to such Lender only to any other percentage. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this paragraph or to make changes or supplements necessary or desirable to properly give effect to such limitation.
11.Events of Default by Borrower. Upon the occurrence of any of the following events and subsequent provision by a Majority of Lenders to the Borrower of written notice of such event and, unless otherwise specified below, a ten (10) Business Day opportunity to cure (each, an “Event of Default by Borrower”), a Majority of Lenders may, at its option, by written notice to the Borrower declare all Obligations to be immediately due and payable in full:
(a)The Borrower shall fail to pay any amounts due under this Note in accordance with the provisions hereof or thereof;
(b)The Borrower shall fail to comply with any of the covenants or other provisions of this Note;
(c)Any representation, warranty, or other statement made by the Borrower in this Note shall prove to have been incorrect or misleading in any material respect when made (including on this date and any Borrowing Date) or deemed to have been made;
(d)The commencement against the Borrower of a bankruptcy case or any other liquidation, receivership, monitorship or other proceeding under laws affecting the rights of debtors and creditors, or a receiver, liquidator, monitor, or other fiduciary or similar person or entity is appointed over the Borrower, which case, proceeding, or appointment (A) shall continue undismissed, unstayed, or not vacated for a period of 30 days or more, or (B) is consented to or acquiesced in by the Borrower (in which case the cure period shall be deemed waived); and
(e)The commencement by the Borrower of a bankruptcy case or any other liquidation proceeding under laws affecting the rights of debtors and creditors, assignment for the benefit of creditors, wind-down, or other in-court or out-of-court liquidation or similar process or proceeding (any such proceeding described in this Section 11(e) or in Section 11(d) above, a “Bankruptcy Event”); there shall be no cure period with respect to the occurrence of an Event of Default by Borrower under this Section 11(e).
(f)The Borrower uses the net proceeds from this Note (i) in a manner inconsistent with the Borrower’s most recent business plan as provided to the Board of Directors, or (ii) in a manner inconsistent with any future Board-approved business plan of the Borrower, in each case without the prior written consent of a Majority of Lenders.
(g)The Borrower, directly or indirectly through its subsidiaries, (i) acquires, by purchase or otherwise, the business, assets, or equity of any other Person, or (ii) sells, transfers, leases, licenses, assigns or otherwise disposes of any of its business or assets, in each case other than (A) transactions in the ordinary course of business consistent with past practice, (B) sales of obsolete or worn-out equipment no longer used or useful in the business, (C) the sale or other disposition of the Borrower’s interest in NeuroAirmid Therapeutics, Inc., and (D) other transactions consented to in writing by a Majority of Lenders.
(h)The Borrower, directly or indirectly through its subsidiaries, (i) increases the compensation or benefits of any director or officer of the Borrower, or (ii) hires any new employees, in each case
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other than (A) increases in compensation or benefits made in the ordinary course of business consistent with past practice, (B) the hiring of non-officer employees to fill vacancies arising in the ordinary course of business, and (C) actions consented to in writing by a Majority of Lenders.
12.Remedies.
(a)In addition to any other rights, remedies, or powers that the Lenders may have under this Note or pursuant to applicable law, and without limitation thereof, upon and at any time during the occurrence of any Event of Default by Borrower, a Majority of Lenders may, by written notice to Borrower, declare the Obligations to be immediately due and payable and may exercise some or all of its rights and remedies under this Note or applicable law against the Borrower.
(b)The rights, powers, and remedies of the Lenders, as provided in this Note and under applicable law, shall be cumulative and concurrent and may be pursued singularly, successively, or together, at the sole discretion of the Lenders, and may be exercised as often as occasion therefor shall occur; and the failure to exercise or to continue to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Unless required by, and not waivable under, applicable law in any action or other proceedings to enforce this Note, the Lenders need not file or produce the original of this Note but only need file or produce a photocopy of this Note certified by the Lenders to be a true and correct copy of this Note.
(c)Upon the occurrence of an Event of Default by Lender, in addition to Section 3(c), the Borrower shall have the rights, powers, and remedies of the Borrower, as provided in this Note and under applicable law, shall be cumulative and concurrent and may be pursued singularly, successively, or together, at the sole discretion of the Borrower, and may be exercised as often as occasion therefor shall occur; and the failure to exercise or to continue to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Unless required by, and not waivable under, applicable law in any action or other proceedings to enforce this Note, the Borrower need not file or produce the original of this Note but only need file or produce a photocopy of this Note certified by the Borrower to be a true and correct copy of this Note.
13.Rescission of Payments or Conversions to Common Stock. If at any time any payment made by the Borrower under this Note, or any conversion of Obligations to Common Stock, is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, liquidation, or reorganization of the Borrower or otherwise, the Borrower’s obligation shall be reinstated as though such payment had not been made and to the extent that this Note has been terminated or deemed terminated, this Note shall be revived and reinstated with respect thereto. The obligations of the Borrower under this Section shall survive the Maturity Date, the payment in full of the Obligations, or conversion to Common Stock, and the termination of this Note.
14.No Control, Joint Venture, or Partnership. In connection with this Note, the Borrower is not providing to the Lenders, and the Lenders are not receiving, any power to “control” (as defined at 31 C.F.R. § 800.208) the Borrower or any rights, access, or involvement (as described in 31 C.F.R. § 800.211(b)) in the Borrower. Nothing in this Note shall be interpreted or construed (a) to create an association, agency relationship, joint venture, or partnership among the parties or to impose any partnership obligation or liability upon either party or (b) to create any other relationship between the parties other than that of borrower and lender. In addition, nothing in this Note shall be deemed to authorize or empower either party to act as agent for the other party, or to conduct business in the name, or for the account, of the other party.
15.Notices. Any notice required or permitted to be given under this Note shall be sufficient if in writing and sent by reputable overnight courier or email as set forth below:
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If to Borrower: | Serina Therapeutics, Inc. 601 Genome Way, Suite 2001 Huntsville, Alabama 35806 Attn: Steve Ledger, Chief Executive Officer Email: [***] With copy (which shall not constitute notice) to: Bradley Arant Boult Cummings LLP 200 Clinton Ave. West, Suite 900 Huntsville, Alabama 35801 Attn: Scott Ludwig Email: [***] | ||||
If to any Lender: | Pursuant to the contact information provided by such Lender on the signature page to this Note | ||||
16.Indemnity.
(a)Effective as of the Initial Funding, in addition to the payment of expenses pursuant to Section 20, the Borrower shall defend, indemnify, pay and hold harmless each Lender and its respective affiliates and their respective past, present and future respective directors, managers, shareholders, members, officers, employees, counsel, accountants, investors, financial advisors, agents, consultants and other advisors (each, an “Indemnitee”), from and against (i) any transfer taxes, stamp duties, or similar taxes (other than any tax on the overall net income of such Lender) imposed in connection with this Note, and (ii) any losses, liabilities, damages, claims, costs, or expenses (including reasonable attorneys’ fees) imposed on or incurred by such Indemnitee, in each case arising out of or relating to (A) any breach of any representation, warranty, or covenant of the Borrower contained in this Note or in any agreement executed in connection herewith, or (B) any action, claim, or proceeding initiated by a third party to the extent based on or arising out of such breach, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Borrower under this Section shall survive the Maturity Date, repayment or conversion of this Note, and the termination of this Note.
(b)Effective as of the Initial Funding, each Lender shall, severally and not jointly, defend, indemnify, pay and hold harmless the Borrower and its Indemnitees from and against any losses, liabilities, damages, claims, costs, or expenses (including reasonable attorneys’ fees) imposed on or incurred by such Indemnitee arising out of or relating to (i) any breach of any representation, warranty, or covenant of such Lender contained in this Note or in any agreement executed in connection herewith, or (ii) any action, claim, or proceeding initiated by a third party to the extent based on or arising out of such breach, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee. The obligations of the Lenders under this Section shall survive the Maturity Date, repayment or conversion of this Note, and the termination of this Note.
(c)The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought under this Section 16 and shall cooperate in the defense of such claim. The indemnifying party shall have the right to assume the defense of such claim with counsel of its choice reasonably acceptable to the indemnified party.
17.Further Assurances. Upon request by a Majority of Lenders, the Borrower shall execute and deliver such additional documents, instruments, certificates, or agreements as may be reasonably necessary to carry out the intent and purposes of this Note and the transactions contemplated hereby.
18.Conditions to Borrowing. In addition to any conditions set forth in Section 2(a), the following conditions apply to the making of the Loans:
(a)No Event of Default by Borrower shall have occurred and be continuing;
(b)Each of the representations and warranties made by the Borrower herein shall be true and correct immediately prior to, and after giving effect to, such Loan;
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(c)The making of such Loan shall not violate any applicable law or be enjoined, temporarily, preliminarily, or permanently;
(d)After giving effect to such Loan, the Total Commitment Amount will not be exceeded; and
(e)There shall exist no order of any court of competent jurisdiction that would prevent the Borrower or any Lender from honoring their respective obligations or would prevent any Lender from exercising any of its rights or remedies, under this Note or applicable law.
19.Confidentiality. Each party shall hold, and shall use commercially reasonable efforts to cause its affiliates, and its and their respective Representatives (as defined below) to hold, in strict confidence from any person or entity (other than any such affiliate or Representative) the terms and conditions of this Note and any facts or other information related to this Note, unless (i) such party is required to disclose such information by applicable law, rule or regulation; (ii) such information is disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, or (iii) the party to whom disclosure of this Note is made has executed a confidentiality agreement with Borrower. As used herein, “Representatives” means directors, managers, shareholders, members, officers, employees, counsel, accountants, lenders, investors, financial advisors, consultants, and other advisors, in each case with respect to the transactions contemplated by this Note.
20.Fees and Expenses. The Borrower shall pay, on demand, (a) in connection with any Event of Default by Borrower, in addition to all unpaid principal and accrued interest (including, if applicable, interest at the default rate), all reasonable and documented fees, costs, and expenses incurred by the Lender in the collection or enforcement of this Note, including the reasonable fees and expenses of attorneys and other agents engaged by the Lender, whether or not legal proceedings are commenced, and (b) the reasonable and documented legal fees and expenses of the Lender, not to exceed $25,000, incurred in connection with the negotiation, preparation, execution, and delivery of this Note and the transactions contemplated hereby. Any Lender who has caused an Event of Default by Lender shall pay, on demand, in connection with any Event of Default by Lender, in addition to that Lender’s allocable portion of that Lender’s Draw Amount, all reasonable and documented fees, costs, and expenses incurred by the Borrower in the enforcement of this Note, including the reasonable fees and expenses of attorneys and other agents engaged by the Borrower, whether or not legal proceedings are commenced
21.Waivers. The Borrower hereby waives presentment, demand, notice, protest, and all other demands and notices in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, and to the addition or release of any other party or person primarily or secondarily liable.
22.GOVERNING LAW. THE BORROWER AND THE LENDER EACH IRREVOCABLY AND UNCONDITIONALLY AGREE THAT THE OBLIGATIONS OF THE BORROWER AND THE RIGHTS AND REMEDIES OF THE LENDER UNDER THIS NOTE, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).
23.Jurisdiction. The Borrower and the Lenders hereby irrevocably and unconditionally submit to the jurisdiction of any state or federal court located in Delaware, in any action or proceeding arising out of or relating to this Note. The Borrower and the Lenders hereby irrevocably and unconditionally waive, to the fullest extent it may legally and effectively do so, (a) any objection that they may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of this Note in any state or federal court located in Delaware, and (b) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
24.JURY TRIAL. THE BORROWER AND THE LENDERS EACH IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE ACTIONS OF THE BORROWER OR THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
25.Entire Agreement. This Note, together with all other instruments, agreements, and certificates executed by the parties in connection therewith or with reference thereto, embody the entire understanding and
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agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, and inducements, whether express or implied, oral or written. This Note may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no oral agreements between the parties. Each of the exhibits and schedules attached hereto are incorporated into this Note and by this reference made a part hereof.
26.Amendments. No modification, amendment, or other revision of the provisions of this Note shall be binding unless in writing and signed by the Lenders and Borrower; provided, that with the written consent of a Majority of Lenders, one or more additional Lenders may be made a party to this Note by execution of a counterpart signature page hereto; and provided further, that the Borrower shall be entitled to update Schedule 1 from time to time to reflect the addition of Lenders or update the amounts extended as Loans hereunder. No omission or delay by any Lender in exercising or continuing any right, remedy, or power under this Note shall impair the exercise or continuation of any such right, remedy, or power or be construed to be a waiver of any default or Event of Default to be an acquiescence therein.
27.Addition of Lenders. A Majority of Lenders, with the written consent of the Borrower (which consent shall not be unreasonably withheld), may permit one or more additional lenders who are accredited investors to become parties to this Note as Lenders under the same terms, provided each such additional Lender executes and delivers an agreement in form and substance reasonably satisfactory to the Borrower evidencing its acceptance of the rights and obligations hereunder. Upon the addition of any Lender to this Note, the Borrower shall update Schedule 1 accordingly.
28.Severability. In the event that any one or more of the provisions of this Note are deemed to be invalid, illegal, or otherwise unenforceable in any respect, (i) the validity, legality, and enforceability of the remaining provisions shall not in any manner be affected or impaired thereby and (ii) the parties hereto shall endeavor in good-faith negotiations to replace any prohibited or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provisions.
29.Representation by Counsel; Drafting. The Borrower has been provided the opportunity to be represented by counsel of its choice in connection with this Note. The Borrower has executed this Note freely and without coercion or duress. This Note shall be deemed to have been drafted by both parties hereto and no presumptions shall be made against either party based on the actual drafting of this Note or any provision of this Note.
30.Binding Nature of Obligations; Assignment. This Note shall be binding upon the Borrower and its successors and permitted assigns and shall inure to the benefit of the Lenders and its successors, assigns, and permitted transferees. This Note may not be transferred or assigned by any Lender, in whole or in part, without the prior written consent of the Borrower. The Borrower may not assign this Note or delegate any of its obligations hereunder without the prior written consent of a Majority of Lenders, which consent may be withheld or conditioned in the sole discretion of the Lenders, and any assignment made in violation of this provision is void.
31.Survival. Sections 12-16, and 19-31 shall survive the termination or repayment in full of this Note.
32.Counterparts. This Note may be executed in two (2) or more counterparts, each of which, when fully executed, shall be deemed to be an original, and shall suffice as proof of this Note. Delivery of an executed counterpart or fully executed copy of this Note by facsimile or a .pdf data file or other scanned/electronic executed counterpart or fully executed copy by email shall be equally as effective as delivery of a manually executed counterpart or fully executed original of this Note. Each duplicate and counterpart shall be equally admissible in evidence, and each shall fully bind each party who has executed it. The parties to this Note agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties agree they will have no rights to challenge the use or authenticity of this Note based solely on the absence of an original signature.
BORROWER:
SERINA THERAPEUTICS, INC.
By: /s/ Steve Ledger
Steve Ledger
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Chief Executive Officer
LENDER:
/s/ Gregory Bailey
Gregory Bailey
Schedule 1
Schedule of Lenders
As of September 9, 2025
Name | Tranche 1 Percentage | Amount Funded | Date | ||||||||
Greg Bailey | 100% | $5,000,000 | September [__], 2025 | ||||||||
EXHIBIT A
FORM OF MILESTONE NOTICE
(See attached)
EXHIBIT B
FORM OF WARRANT
(See attached)