SER S-3
Serina Therapeutics, Inc. (SER)
S-3
2025-04-18
View Original
Added on
October 15, 2026
As filed with the Securities and Exchange Commission on April 17, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SERINA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in our Charter)
| Delaware | 2834 | 82-1436829 | ||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||||||||
601 Genome Way, Suite 2001
Huntsville, Alabama 35806
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Steven Ledger
Chief Executive Officer
601 Genome Way, Suite 2001
Huntsville, Alabama 35806
(256) 327-9630
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Please send copies of all communications to:
Scott Ludwig
Stephen Hinton
Bradley Arant Boult Cummings LLP
200 Clinton Avenue Huntsville Alabama 35801
(256) 517-5100
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
| Emerging growth company | ☐ | ||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Registration Statement on Form S-3 is a continuation of the registration statement on form S-1 (File No. 333-279121) (the “Prior Registration Statement”) of the Company filed on May 3, 2024, amended on June 17, 2024, and July 3, 2024, and declared effective on July 9, 2024.
The Prior Registration Statement constituted a prospectus of the Company under the Securities Act of 1933, as amended, with respect to (i) 1,500,284 shares of our common stock issuable upon the exercise of Post-Merger Warrants; (ii) 1,500,284 Incentive Warrants; and (iii) 1,500,284 shares of our common stock issuable upon the exercise of Incentive Warrants; (iii) up to 755,728 shares of our common stock issuable upon the exercise of 755,728 Post-Merger Warrants; (iv) up to 1,133,593 shares of our common stock issuable upon the exercise of 1,133,593 Incentive Warrants; and (v) up to 2,267,188 shares of our common stock outstanding as of the date thereof. This Registration Statement covers the same offering of 377,865 shares of our common stock issued upon the exercise of 377,865 Post-Merger Warrants, 377,865 shares of our common stock issuable upon the exercise of 377,865 Incentive Warrants and 2,267,188 shares of our common stock under the Prior Registration Statement and includes the resale of up to 2,340,114 shares of our common stock by the selling stockholders. In addition, this continuing Registration Statement is filed to provide more recent financial statements.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, dated April 17, 2025
PRELIMINARY PROSPECTUS
5,593,972 Shares of Common Stock
This prospectus relates to the resale by the proposed resale or other disposition from time to time, in one or more offerings, by the selling stockholders identified herein of up to (i) 3,267,189 shares of our common stock, par value $0.0001 per share (the “Common Stock”), (ii) 755,728 shares of Common Stock issuable upon exercise of certain replacement incentive warrants (the “Warrant Shares”) granted to certain selling stockholders, (iii) 962,250 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock (the “Conversion Shares”), issued pursuant to that certain Securities Purchase Agreement, dated as of April 8, 2025, (iv) up to 230,940 shares of Common Stock issuable upon the payment of dividends in the form of Common Stock to the holders of the Series A Convertible Preferred Stock (“PIK Shares”), based on the Company's reasonable good-faith estimate of the number of PIK Shares to be issued, if any, and (v) 377,865 shares of Common Stock issuable upon the exercise of 377,865 incentive warrants (“Incentive Warrant Shares”). The Common Stock, the Warrant Shares, the Conversion Shares, the PIK Shares, and the Incentive Warrant Shares are collectively referred to herein as the “Securities”.
Our registration of the Securities covered by this prospectus does not mean that either we or the selling stockholders will issue, offer or sell, as applicable, any of the Securities hereby registered. The selling stockholders may offer, sell, or distribute all or a portion of the Securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. The selling stockholders may sell the Securities to or through underwriters, broker-dealer or agents, who may receive compensation in the form of discounts, concession or commissions from the selling stockholders, the purchasers of the Securities, or both.
This prospectus provides you with only a general description of these Securities and the manner in which the selling stockholders may offer these Securities. Any prospectus supplement may also add, update, or change information contained in this prospectus. We provide more information about how a selling stockholder may sell the Securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.
Our common stock is listed on the NYSE American Market under the symbol “SER.” On April 16, 2025, the last reported sales price of our common stock was $5.25 per share.
Investing in our securities involved a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and any similar section contained in the documents incorporated by reference and in the applicable prospectus supplement concerning factors you should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell up to an aggregate of 5,593,972 shares of our common stock in one or more offerings.
This prospectus provides you with a general description of the Securities the selling stockholder may offer. Each time a selling stockholder sells the Securities, we will, if necessary and required by law, provide one or more prospectus supplements that will contain specific information about the terms of the offering. The applicable prospectus supplement may also add, update, or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement.
This registration statement, of which this prospectus is a part, contains more information than this prospectus regarding us and the matters discussed in this prospectus, including exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the SEC’s website or at the SEC’s offices, as described below under the heading “Where You Can Find More Information”. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the headings “Where You Can Find More Information” and “Information Incorporated by Reference” of this prospectus, before making your investment decision.
Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any prospectus supplement and any communication from us, the selling stockholders, or any underwriter specifying the final terms of a particular offering. Neither we nor the selling stockholders take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
Unless the context indicates otherwise, references in this prospectus to the “Company,” “Serina,” “we,” “us,” “our” and similar terms refer to Serina Therapeutics, Inc. (f/k/a AgeX Therapeutics, Inc.) and our consolidated subsidiaries. References to “AgeX” refer to our predecessor company prior to the consummation of the Merger.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We have filed with the SEC a registration statement under the Securities Act with respect to the securities offered hereby. This prospectus and any applicable prospectus supplement constitute a part of the registration statement, but do not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus or any prospectus supplement regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We file periodic reports, proxy statements, and other information with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains an Internet website that contains reports, proxy and information statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
We also maintain an internet website at https://serinatherapeutics.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, and all amendments to those reports. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
Incorporation by Reference
We “incorporate by reference” information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents filed by Serina Therapeutics, Inc., that are listed below and any future filings made by Serina Therapeutics, Inc., with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding information deemed to be furnished and not filed with the SEC, until all the securities are sold, prior to the termination of the offerings under this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date on the cover page of this prospectus.
We incorporate by reference the documents listed below:
•Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025;
•Our Current Reports on Form 8-K filed with the SEC on January 6, 2025, January 15, 2025, and February 3, 2025, February 12, 2025, March 24, 2025, March 24, 2025, April 7, 2025, and April 14, 2025 (in each case, excluding any information “furnished” but not “filed” as set forth therein); and
•The description of our common stock contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, and any amendment or report filed with the SEC for the purpose of updating the description.
You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by calling us at (256) 327-9630 or by contacting: Serina Therapeutics, Inc., Attn: Corporate Secretary, 601 Genome Way, Suite 2001, Huntsville, Alabama 35806. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. The words “may,” “will,” “anticipate,” “believe,” “expect,” “continue,” “could,” “estimate,” “future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
•the benefits of the Merger;
•our financial performance following the Merger;
•our strategies, prospects, plans, expectations and objectives of management for future operations and projected capital resources and financial position;
•statements concerning proposed products or product candidates;
•the benefits that may be derived from, or the commercial or market opportunity of, our product candidates;
•statements regarding future economic conditions or performance; and
•statements of belief and any statement of assumptions underlying any of the foregoing.
For a discussion of the factors that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, and for a discussion of risk associated with us, see “Risk Factors” beginning on page 6 of this prospectus. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports we filed with the SEC. See “Where You Can Find More Information” beginning on page 2 of this prospectus.
If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, our results could differ materially from the forward-looking statements. All forward-looking statements in this prospectus are current only as of the date on which the statements were made. We do not undertake any obligation (and expressly disclaim any such obligation) to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events, except as required by applicable.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and any accompanying prospectus supplement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus, is not complete, and does not contain all of the information that you should consider before making your investment decision. We urge you to carefully read the entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information included herein or incorporated by reference from our other filings with the U.S. Securities and Exchange Commission, or the SEC which are described under “Where You Can Find More Information”. Please carefully consider, among other things, the information provided in “Risk Factors” beginning on page 6 and “Cautionary Note Regarding Forward-Looking Statements”.
The Company
We are a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases and pain. Our POZ PlatformTM (“POZ”) drug delivery technology is designed to enable certain existing drugs and novel drug candidates to be modified in a way that may provide an increase in efficacy and safety of the resulting polymeric drug conjugate. Our business is largely focused on the development of a wholly-owned pipeline of POZ-enabled drug candidates for central nervous system (“CNS”) indications, including Parkinson’s disease, epilepsy, and pain. For additional information about our business, operations, and financial results, see the documents listed under “Where You Can Find More Information”.
Risk Factors
An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in this prospectus and the documents we have incorporated by reference into this prospectus, including those under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, before making an investment decision. Please see “Risk Factors” on page 6 of this prospectus for further information.
Corporate Information
On March 26, 2024, the Delaware corporation incorporated on January 6, 2017, and formerly known as “AgeX Therapeutics, Inc.” completed our previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”), Canaria Transaction Corporation, an Alabama corporation and a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc., an Alabama corporation (“Legacy Serina”), pursuant to which Merger Sub merged with and into Legacy Serina, with Legacy Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Immediately following the consummation of the Merger, AgeX changed our name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company”) and the Company’s common stock, par value $0.0001 per share (“common stock”), began trading on the NYSE American under the symbol “SER.”
Our principal executive offices are located at 601 Genome Way, Suite 2001, Huntsville, Alabama 35806, and our telephone number is (256) 327-9630. Our website address is https://serinatherapeutics.com/. The contents of our website are not incorporated into this prospectus, and our reference to the URL for our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of this prospectus.
We use our logo and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without a trademark symbol, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.
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THE OFFERING
This prospectus relates to the resale from time to time by the selling stockholder identified herein of up to 5,593,972 shares of common stock. We are not offering any shares of common stock for sale under the registration statement of which this prospectus is a part.
Shares of common stock that may be offered by the selling stockholder: | Up to: (i) 3,267,189 shares of our common stock, par value $0.0001 per share (the “Common Stock”), (ii) 755,728 shares of Common Stock issuable upon exercise of certain replacement incentive warrants (the “Warrant Shares”) granted to certain selling stockholders, (iii) 962,250 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock (the “Conversion Shares”), issued pursuant to that certain Securities Purchase Agreement, dated as of April 8, 2025, (iv) up to 230,940 shares of Common Stock issuable upon the payment of dividends in the form of Common Stock to the holders of the Series A Convertible Preferred Stock (“PIK Shares”), based on the Company's reasonable good-faith estimate of the number of PIK Shares to be issued, if any, and (v) 377,865 shares of Common Stock issuable upon the exercise of 377,865 incentive warrants (“Incentive Warrant Shares”). | ||||
Use of Proceeds: | We will not receive any proceeds from the sale of the Shares covered by this prospectus. | ||||
Offering Price: | The selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. | ||||
Risk Factors: | Investing in our securities involves a high degree of risk and purchasers may lose their entire investment. See the disclosure under the heading “Risk Factors” on page 6 of this prospectus. | ||||
NYSE American Symbol: | SER | ||||
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully review and consider the risk factors under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and, to the extent applicable, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which is incorporated by reference in this prospectus, as well as any updates thereto contained in subsequent filings with the SEC, and all other information contained in this prospectus and incorporated by reference into the prospectus before purchasing our securities. The risks and uncertainties described in these risk factors are not the only ones facing our Company. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, also may become important factors that affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common units could decline, and you may lose some or all of your investment. Please see “Cautionary Note Regarding Forward-Looking Statements.”
If any of these risks or uncertainties actually occur, our business, financial condition, results of operations or cash flows could be adversely affected. When the selling stockholders sell shares of common stock pursuant to a prospectus supplement, we may include additional risk factors relevant to that offering in the prospectus supplement.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Securities by the selling stockholders pursuant to this prospectus. The selling stockholders will receive all of the proceeds from the sale of the Securities registered by this prospectus. For information about the selling stockholders, see “Selling Stockholders.”
The selling stockholders will be responsible for any broker or similar commissions and any legal fees or other costs of the selling stockholders, and we will bear all other costs, fees and expenses incurred in effecting the registration of the shares of common stock covered by this prospectus, including (i) all registration and filing fees, (ii) printing expenses, messenger, telephone and delivery expenses, (iii) fees and expenses of our counsel, auditors, independent engineers and accountants, and (iv) all expenses related to marketing the sale of the shares of common stock.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our certificate of incorporation, which we refer to as our charter, our bylaws and applicable provisions of Delaware corporate law. You should read our charter and bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you.
Our authorized capital stock consists of 40,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share.
Common Stock
Voting Rights. Each holder of record of common stock are entitled to one vote for each share of common stock which is outstanding on all matters on which stockholders are entitled to vote generally. The holders of shares of common stock do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not be entitled to vote on any amendment to our Amended and Restated Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences or relative, participating, optional or other special rights, or to qualifications, limitations or restrictions thereof, of one or more outstanding series of preferred stock if the holders of such affected series are entitled to vote thereon pursuant to our Amended and Restated Certificate of Incorporation or pursuant to the DGCL.
Other Rights. Holders of shares of our common stock will not have any dividend, liquidation, preemptive, subscription or conversion rights, and there will not be any redemption or sinking fund provisions applicable to our common stock.
Preferred Stock
Our Board is authorized to issue from time to time, without further vote or action by the stockholders, up to an aggregate of 5,000,000 shares of preferred stock in one or more series. Our Board is authorized, within the limitations and restrictions stated in our Amended and Restated Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed on any wholly unissued series of preferred shares, and the number of shares constituting such series and the designation thereof.
On April 8, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors for a private placement of securities (the “Private Placement”). At the closing of the Private Placement, the Company issued an aggregate of 962,250 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”), at a purchase price of $5.18 per share of Series A Preferred Stock.
We currently have no plans to issue any additional series or shares of preferred stock, but we believe that the ability to issue shares of preferred stock without the expense and delay of a special stockholders’ meeting provides us with increased flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. Our Board could issue shares of preferred stock having conversion privileges or having voting, dividend and liquidation rights superior to those of the shares of common stock, which could adversely affect the voting power of the common stockholders, including the loss of voting control to others, and delay, defer or prevent a change in control of the Company without further action by the stockholders. This could discourage an acquisition attempt or other transaction that stockholders might believe to be in their best interests or in which they might receive a premium for their stock over the then-market price of the stock.
If our Board were to issue a new series of preferred stock, the issuance of such shares could:
•decrease the amount of earnings and assets available for distribution to any common stockholders;
•make removal of management more difficult;
•result in restrictions upon the payment of dividends and other distributions to any common stockholders;
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•delay or prevent a change in control of the Company; and
•limit the price that investors are willing to pay in the future for the shares of common stock
Anti-takeover Effects of Delaware Law and Provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws
The Company is subject to the provisions of Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
•prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
Section 203 defines a business combination to include:
•any merger or consolidation involving the corporation and the interested stockholder;
•any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
•subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or
•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person. The term “owner” is broadly defined to include any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.
The restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the DGCL or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws do not opt out of Section 203.
Section 203 could delay or prohibit mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
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Classified Board of Directors; Removal of Directors; Filling Vacancies. Our Amended and Restated Certificate of Incorporation provides that the directors shall be divided into three classes, with each class having a three-year term expiring on a staggered basis. In addition, our Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws provide that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series) may be removed only for cause and only by the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of our stock entitled to vote thereon, voting together as a single class. Subject to the rights granted to the holders of any one or more series of preferred stock then outstanding, any newly-created directorship on our Board that results from an increase in the number of directors and any vacancy occurring on our Board (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.
Special Meetings and Notice Procedures. Our Amended and Restated Bylaws provide that, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, special meetings of stockholders may only be called by or at the direction of the board of directors or the chair of the board of directors. Stockholders shall not be permitted to propose business to be brought before a special meeting of stockholders and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting. In addition, our Amended and Restated Bylaws establish an advance written notice procedure for stockholders seeking to nominate candidates for election to our Board or to propose matters to be acted upon at stockholders’ meetings. As a result, these provisions of the Amended and Restated Bylaws may delay stockholder actions with respect to business combinations or a change in management and may make it more difficult for third parties to acquire control of the Company.
Advanced Notice Bylaws. For director nominations or other business to be properly brought before an annual meeting by a stockholder, such stockholder must generally provide notice to our Secretary no later than 90 days and no more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting; provided, that if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year’s annual meeting or if no annual meeting was held in the preceding year, such notice must be delivered no more than 120 days prior to such annual meeting nor less than the later of (i) 90 days prior to such annual meeting and (ii) ten days after the day on which public disclosure of the date of such meeting is first made.
Exclusive Jurisdiction. Our Amended and Restated Certificate of Incorporation provides that unless we select or consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees or stockholders to us or to our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any of our current or former directors or officers arising pursuant to any provision of the DGCL or our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine.
No Action by Consent. Any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by a consent or consents (written, electronic, or otherwise) of such stockholders.
Amendment to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws. Pursuant to the DGCL, an amendment to our Amended and Restated Certificate of Incorporation generally requires: (a) recommendation of our Board; (b) the affirmative vote of a majority of the voting power of the outstanding stock entitled to vote; and (c) the affirmative vote of a majority of the voting power of the outstanding stock of each class entitled to vote; provided that any provision of Articles 5, 6, 7, 8, and 9 of our Amended and Restated Certificate of Incorporation can only be altered, amended or repealed upon the affirmative vote of the holders of at least two-thirds of our capital stock entitled to vote generally in an election of directors, voting together as a single class. Furthermore, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide
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that our Board can make, alter, amend and repeal our Amended and Restated Bylaws subject to the power of our stockholders to alter, amend or repeal the bylaws; provided, however, that with respect to the powers of stockholders to make, alter, amend or repeal the bylaws, the affirmative vote of the holders of at least two-thirds of our capital stock entitled to vote generally in an election of directors, voting together as a single class, shall be required to make, alter amend or repeal our Amended and Restated Bylaws or to adopt any provision inconsistent therewith.
Authorized but Unissued Shares of Capital Stock. The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance following the closing of the Merger without stockholder approval, subject to any limitations imposed by the listing requirements of the NYSE American. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved shares of our common stock and our preferred stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
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PLAN OF DISTRIBUTION
As of the date of this prospectus, we have not been advised by the selling stockholders as to any plan of distribution. The selling stockholders may choose not to sell any of the Securities. The selling stockholders may sell the Securities offered pursuant to this prospectus and any accompanying prospectus supplement directly, through agents or to or through underwriters, brokers, or dealers, in privately negotiated transactions, in ordinary brokerage transactions and transactions in which the broker solicits purchasers, in block trades (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction, in exchange distributions and/or secondary distributions, through the distributions of the shares of common stock by the selling stockholders to its members, managers, affiliates, employees, directors or equity holders, in a combination of any such methods of disposition, and through any other method permitted pursuant to applicable law. The selling stockholders may distribute the Securities offered pursuant to this prospectus and any accompanying prospectus supplement from time to time in one or more transactions at: a fixed price; market prices prevailing at the time of sale; prices related to prevailing market prices; varying prices determined at the time of sale; or negotiated prices. The selling stockholders may make sales of our common stock on the NYSE American or otherwise at prices and under terms prevailing at the time of sale, or at prices related to the then-current market price, at fixed prices, or in privately negotiated transactions.
In connection with sales of the Securities under this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers, who may in turn engage in short sales of the shares of Common Stock in the course of hedging the positions it assumes. The selling stockholders also may engage in short sales, short sales against the box, puts and calls and other transactions in the shares of common stock, or derivatives thereof, and may sell and deliver its common stock in connection therewith, or loan or pledge the shares of common stock to broker-dealers that in turn may sell them.
In addition, the selling stockholders may from time to time sell shares of common stock in compliance with Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus. The selling stockholder may be required by the securities laws of certain states to offer and sell the shares of common stock only through registered or licensed brokers or dealers.
As of the date of this prospectus, neither we nor the selling stockholders have engaged any underwriter, broker, dealer, or agent in connection with any specific distribution of shares of common stock pursuant to this prospectus by the selling stockholder. To the extent required, the number of shares of common stock to be sold, the purchase price, the name of any applicable agent, broker, dealer or underwriter and any applicable commissions with respect to a particular offer will be set forth in a prospectus supplement. The aggregate net proceeds to the selling stockholders from the sale of their shares of common stock offered hereby will be the sale price of those shares, less any commissions, if any, and other expenses of issuance and distribution not borne by us.
We will pay the costs and expenses related to the registration and offering of the Securities offered hereby. We will not pay any underwriting fees, discounts and selling commissions (and similar fees or arrangements associated therewith) and transfer taxes allocable to the selling stockholders’ sale of their shares of common stock; these expenses will be paid by the selling stockholders.
The selling stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares of common stock against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling stockholders against certain liabilities to which they may become subject in connection with the sale of the shares of common stock owned by the selling stockholders and registered under this prospectus, including liabilities arising under the Securities Act. We may indemnify underwriters, brokers, dealers, and agents against specific liabilities to which they may become subject in connection with the sale of the shares of common stock owned by the selling stockholders and registered under this prospectus, including liabilities under the Securities Act.
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SELLING STOCKHOLDERS
This prospectus covers the resale from time to time of up to 5,593,972 shares of common stock by the selling stockholders.
The selling stockholders identified in the table below may from time to time offer and sell under this prospectus any or all of the shares described under the column “Number of Shares of Common Stock Being Offered” in the table below. The table below has been prepared based upon information furnished to us by the selling stockholders as of April 16, 2025. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.
The following table and footnote disclosure following the table sets forth the name of the selling stockholders, the nature of any position, office or other material relationship, if any, that the selling stockholders have had within the past three years with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by the selling stockholders before this offering. The number of shares described under the column “Shares of Common Stock Beneficially Owned Before this Offering” for the selling stockholders includes all shares of our common stock beneficially held by such selling stockholders as of April 16, 2025. The number of shares reflected are those beneficially owned, as determined under applicable rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days after April 16, 2025 through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on information furnished to us that the selling stockholders named in this table have sole voting and investment power with respect to the shares indicated as beneficially owned.
We have assumed that all shares of common stock reflected in the table as being offered in the offering covered by this prospectus will be sold from time to time in this offering. We cannot provide an estimate as to the number of shares of common stock that will be held by the selling stockholders upon termination of the offering covered by this prospectus because the selling stockholders may offer some, all or none of their shares of common stock being offered in the offering. Information about the selling stockholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law.
| Common Stock Beneficially Owned Before this Offering | Maximum Number of Common Stock to be Sold Pursuant to this Prospectus(5) | Common Stock to be Beneficially Owned Upon Completion of this Offering | |||||||||||||||||||||||||||
Selling Stockholder(1) | Number | Percentage(2) | Number | Number | Percentage | ||||||||||||||||||||||||
JuvVentures (UK) Limited(3) | 4,530,375 | 40.8% | 4,400,782 | 129,593 | 1.2% | ||||||||||||||||||||||||
Gregory Bailey(4) | 843,124 | 7.9% | 762,548 | 80,576 | 0.8% | ||||||||||||||||||||||||
Henry Elkus, as Trustee, of 25 Gamma Trust U/A/D 2/8/2025 | 9,652 | 0.1% | 9,652 | 0 | 0% | ||||||||||||||||||||||||
Jim Mellon | 96,525 | 1.0% | 96,525 | 0 | 0% | ||||||||||||||||||||||||
Jay R. Venkatesan, as Investment Trustee of The Jay Venkatesan Legacy Trust (dated 3/21/2024) | 96,525 | 1.0% | 96,525 | 0 | 0% | ||||||||||||||||||||||||
__________________
(1)All information regarding the selling stockholder was provided by the selling stockholder as of April 16, 2025.
(2)Percentage ownership is based on 9,967,381 shares of common stock of the Company outstanding as of April 15, 2025.
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(3)Includes (i) 3,267,189 shares of Common Stock, (ii) 755,728 shares of Common Stock issuable upon exercise of certain incentive warrants (the “Warrant Shares”) granted to certain selling stockholders, (iii) 377,865 shares of Common Stock issuable upon the exercise of 377,865 incentive warrants (the “Incentive Warrant Shares”), and (iv) 129,593 shares of Common Stock that may be acquired on exercise of certain warrants that are not included in this offering.
(4)Includes (i) 762,548 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, (ii) 67,243 shares of Common Stock, and (iii) 13,333 shares of Common Stock subject to options that may be exercised within 60 days of April 16, 2025.
(5)This does not include PIK Shares registered under this offering.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Bradley Arant Boult Cummings LLP. If additional legal matters are passed on for us, or any underwriters, dealers, or agents, by counsel, we will name that counsel in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Serina Therapeutics, Inc. and subsidiaries as of and for the years ended December 31, 2024 and 2023, have been audited by Frazier & Deeter, LLC, an independent registered public accounting firm, as stated in their report, which appears in our Annual Report on Form 10-K for the year ended December 31, 2024, incorporated by reference in reliance upon the report given on the authority of such firm as experts in accounting and auditing. This report on the financial statements contains an explanatory paragraph regarding Serina Therapeutics, Inc.’s ability to continue as a going concern.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the Company’s estimates (other than the SEC registration fee) of the expenses (all of which are to be paid by the registrant), in connection with the issuance and distribution of the securities being registered.
| Amount | |||||
| SEC registration fee | $ 6,401.80 | ||||
| Legal fees and expenses | * | ||||
| Accounting fees and expenses | * | ||||
| Miscellaneous | * | ||||
| Total | $ | 6,401.80 | |||
__________________
*These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.
Item 15. Indemnification of Directors and Officers
Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification by the registrant of our directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in our certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
The registrant has entered into, and expects to continue to enter into, indemnification agreements with each of our directors and executive officers. These agreements provide that the registrant will indemnify each of our directors and such officers to the fullest extent permitted by law.
Any underwriting agreement or distribution agreement that the registrant enters into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify the registrant, some or all of our directors and officers and our controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act.
The registrant also maintains standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant.
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Item 16. Exhibits
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the SEC, each of the following exhibits is filed herewith:
| Exhibit Number | Description | ||||
| 2.1 | |||||
| 2.2 | |||||
| 4.1* | |||||
| 5.1* | |||||
| 23.1* | |||||
23.2 | |||||
| 24.1 | Powers of Attorney (contained on signature pages) | ||||
| 107* | |||||
__________________
*Filed herewith
Item 17. Undertakings
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser
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(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
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defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized in the City of San Jose, State of California, on April 17, 2025.
| SERINA THERAPEUTICS, INC. | ||||||||
| By: | /s/ Steve Ledger | |||||||
| Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Balkrishan (Simba) Gill | Executive Chairman of the Board of Directors | April 17, 2025 | ||||||||||||
| Balkrishan (Simba) Gill | ||||||||||||||
| /s/ Steve Ledger | Chief Executive Officer and Director | April 17, 2025 | ||||||||||||
| Steve Ledger | (Principal Executive Officer) | |||||||||||||
| /s/ Gregory S. Curhan | Chief Financial Officer | April 17, 2025 | ||||||||||||
| Gregory S. Curhan | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Gregory H. Bailey | Director | April 17, 2025 | ||||||||||||
| Gregory H. Bailey | ||||||||||||||
| /s/ Remy Gross | Director | April 17, 2025 | ||||||||||||
| Remy Gross | ||||||||||||||
| /s/ Richard Marshall | Director | April 17, 2025 | ||||||||||||
| Richard Marshall | ||||||||||||||
| /s/ Jay Venkatesan | Director | April 17, 2025 | ||||||||||||
| Jay Venkatesan | ||||||||||||||
| /s/ Karen J. Wilson | Director | April 17, 2025 | ||||||||||||
| Karen J. Wilson | ||||||||||||||
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Exhibit 4.1
EXECUTION VERSION
AGREEMENT
This Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of November 26, 2024, by and between Serina Therapeutics, Inc., a Delaware corporation (the “Company”), Juvenescence Limited, a private limited company incorporated under the laws of the Isle of Man (“Juv”) and JuvVentures (UK) Limited, a private limited company incorporated under the laws of England and Wales (including its successors and assigns, “Juvenescence”). The Company and Juvenescence may be referred to herein individually as a “Party,” or, collectively, as the “Parties.”
RECITALS
A. Juv and the Company entered into that certain Side Letter attached hereto as Exhibit A (the “Side Letter”);
B. The Parties desire to amend the Side Letter regarding certain rights and obligations of Juv and Juvenescence; and
C. As a result of the amendments to the Side Letter set forth in this Agreement, (i) Juvenescence is willing to transfer to the Company all of its outstanding Post-Merger Warrants (as hereinafter defined) for the purpose of cancelling those Post-Merger Warrants, all being subject to the terms and conditions set forth herein; (ii) Juvenescence is willing to purchase from the Company and the Company is willing to sell to Juvenescence 1,000,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”); and (iii) the Company is willing to issue to Juvenescence 755,728 New Incentive Warrants (as defined below) to purchase 755,728 shares of the Common Stock.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the mutual benefits and burdens of the Parties contained in this Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE 1
AMENDMENT OF SIDE LETTER; TRANSFER OF POST-MERGER WARRANTS
Section 1.1 Amendment to Side Letter. In consideration for and as a material inducement to consummating this Agreement, the Parties agree that the Side Letter is hereby amended to delete Section 2 in its entirety and any reference in the Side Letter to the Post-Merger Warrants is hereby deleted. Except for the amendments set forth in this Section 1.1, the Side Letter remains unchanged and in full force and effect in accordance with its terms and is hereby ratified and confirmed.
Section 1.2 Post-Merger Warrants. Juvenescence agrees that it was issued 1,133,593 warrants (the “Post-Merger Warrants”) that were issued to Juvenescence by AgeX Therapeutics, Inc, a Delaware corporation, which warrants are governed by that certain warrant agreement, dated March 19, 2024, by and between AgeX Therapeutics, Inc., a Delaware corporation (as predecessor to the Company), and Equiniti Trust Company, LLC, a New York limited liability company, (the “Warrant Agreement”). Juvenescence exercised (the “Exercise”) 377,865 Post-Merger Warrants on May 31, 2024, and as a result of that exercise, Juvenescence was issued 377,865 shares of the Common Stock and also was issued 377,865 Incentive Warrants (as defined in the Warrant Agreement). Juvenescence agrees that it currently owns 755,728 Post-Merger Warrants which have not been exercised. In consideration for and as a material inducement to consummating this Agreement Juvenescence agree to transfer, and does hereby transfer, to the Company all
of the 755,728 Post-Merger Warrants, including all underlying Incentive Warrants issuable upon exercise thereof, that Juvenescence now owns pursuant to that certain Post-Merger Warrant Irrevocable Transfer Power attached hereto as Exhibit B. The Parties agree that the Company intends to immediately terminate and cancel the transferred 755,728 Post-Merger Warrants and the Incentive Warrants issuable upon exercise thereof. For clarity sake, the transfer of the 755,728 Post-Merger shall not affect the ownership or rights of Juvenescence to the 377,865 shares of Common Stock and 377,865 Incentive Warrants issued to Juvenescence as a result of the Exercise.
ARTICLE 2
PURCHASE AND SALE OF COMMON STOCK; NEW INCENTIVE WARRANTS
Subject to the terms and conditions of this Agreement, Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence a total of 1,000,000 shares of Common Stock at the purchase price of $10.00 per share, for an aggregate amount of $10,000,000 which purchase and sale shall occur in two tranches as described below:
Section 2.1 First Tranche.
(a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on November 30, 2024 (the “First Tranche Closing Date”), 500,000 shares of Common Stock (the “First Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “First Tranche Purchase Price”). The First Tranche Purchase Price shall be paid on or before the First Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the First Tranche Closing Date.
(b) On the First Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the First Tranche Closing Date, a direct registration book entry statement (a “DRS Statement”) reflecting 377,864 of the shares of the Common Stock purchased by Juvenescence at the First Tranche Closing Date. The Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Company at the First Tranche Closing Date a certificate for 122,136 shares of Common Stock in the name of Juvenescence, to be held by the Company pursuant to that certain pledge agreement (the “Pledge Agreement”) attached hereto as Exhibit C until the Second Tranche Closing has occurred (collectively, the “Pledged Shares”). If the Second Tranche Closing (as defined in Section 2.2 below) does not occur on or before 12:00 p.m. (Eastern Standard Time) on or before January 31, 2025 (the “Second Tranche Closing Deadline”) due to Juvenescence’s failure to comply with the terms of this Agreement, then all of the shares comprising the Pledged Shares shall be transferred to the Company pursuant to the Pledge Agreement effective as of the Second Tranche Closing Deadline.
(c) On or before the First Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following:
(i)this Agreement duly executed by the Company;
(ii)an Officer’s Certificate, in form and substance reasonably satisfactory to Juvenescence, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of the Company complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying
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on behalf of the Company the incumbency of each officer of the Company executing this Agreement or any document delivered in connection with the Closing; and
(iii)the Company’s wire instructions.
(d) On or before the First Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the following:
(i)this Agreement duly executed by Juvenescence;
(ii)the Post-Merger Warrant Irrevocable Transfer Power, executed by Juvenescence;
(iii)the Pledge Agreement and all exhibits, executed by Juvenescence;
(iv)the First Tranche Purchase Price, paid in accordance with Section 2.1(a); and
(v)an Officer’s Certificate, in form and substance reasonably satisfactory to the Company, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of Juvenescence complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Juvenescence the incumbency of each officer of Juvenescence executing this Agreement or any document delivered in connection with the Closing.
(e) The obligations of the Company to sell and issue the First Tranche Shares to Juvenescence on the First Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions:
(i)the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii)all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the First Tranche Closing Date shall have been performed; and
(iii)the delivery by Juvenescence of the items set forth in Section 2.1(d) of this Agreement.
(f) The obligations of Juvenescence to purchase the First Tranche Shares from the Company at the First Tranche Closing is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the First Tranche Closing Date, of each of the following conditions:
(i)the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the First Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii)all obligations, covenants and agreements of the Company required to be performed at or prior to the First Tranche Closing Date shall have been performed; and
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(iii) the delivery by the Company of the items set forth in Section 2.1(c) of this Agreement.
Section 2.2 Second Tranche.
(a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date.
(b) On the Second Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Pledge Shares purchased by Juvenescence at the First Tranche Closing, which shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer.
(d) On or before the Second Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following:
(i)the Incentive Warrant Agreement, in the form attached hereto as Exhibit D duly executed by the Company, and the 755,728 Incentive Warrants (as defined in Section 2.3) issued pursuant thereto.
(e) On or before the Second Tranche Closing Date, Juvenescence shall deliver or cause to be delivered to the Company the Second Tranche Closing Price, paid in accordance with Section 2.2(a).
(f) The obligations of the Company to sell and issue the Second Tranche Shares to Juvenescence at the Second Tranche Closing Date is subject to the fulfillment, to the Company's reasonable satisfaction, on or prior to the Second Tranche Closing Date, of each of the following conditions:
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(i)the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of Juvenescence contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii)all obligations, covenants and agreements of Juvenescence required to be performed at or prior to the Second Tranche Closing Date shall have been performed; and
(iii)the delivery by Juvenescence of the items set forth in Section 2.2(e).
(g) The obligations of Juvenescence to purchase the Second Tranche Shares from the Company at the Second Tranche Closing Date is subject to the fulfillment, to Juvenescence’s reasonable satisfaction, on or before the Second Tranche Closing Date, of each of the following conditions:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Second Tranche Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of Company required to be performed at or before the Second Tranche Closing Date shall have been performed; and
(iii) the delivery by the Company of the items set forth in Section 2.2(d) of this Agreement.
Section 2.3 Incentive Warrants. Pursuant to Section 2.2(d) of this Agreement, and subject to the closing of the Second Tranche, the Company agrees that on or before the Second Tranche Closing Date, the Company will take such actions as may be necessary to enter into the warrant agreement attached hereto as Exhibit E (the “New Incentive Warrant Agreement”) whereby the Company will issue to Juvenescence 755,728 warrants (the “New Incentive Warrants” and, together with the First Tranche Shares, the Pledged Shares and the Second Tranche Shares, the “Purchased Equity”) of the Company that provide that each whole New Incentive Warrant is exercisable for one share of Company Common Stock at a price equal $18.00 per share, with each of the New Incentive Warrants expiring on March 26, 2028, upon the terms and conditions set forth in the Incentive Warrant Agreement.
Section 2.4 Registration. On or before April 2, 2025, the Company shall file with the U.S. Securities and Exchange Commission (the “Commission”) either (i) an amendment to the Registration Statement on Form S-1 (Registration No. 333-279121) or (ii) a Registration Statement on Form S-1 (or, if Form S-3 is then available to the Company, on such form of registration statement as is then available) (either (i) or (ii), a “Registration Statement”), registering the resale of the First Tranche Shares, the Second Tranche Shares, and the shares of Common Stock issuable upon exercise of the New Incentive Warrants (collectively, the “Shares”); provided that the Company shall only be required to file the Registration Statement with respect to the First Tranche Shares if the Company receives the First Tranche Purchase Price and shall only be required to file the Registration Statement with respect to the Second Tranche Shares and the shares of Common Stock issuable upon exercise of the New Incentive Warrants if the Company receives the Second Tranche Purchase Price. The Company shall use commercially reasonable efforts to cause the Registration Statement to become effective within 30 calendar days of filing (or within 60 calendar days of filing in the event of a “limited review” by the Commission or within 90 calendar days of filing in the event of a “full review” by the Commission) and to keep such registration statement effective at all times Juvenescence owns any of the Shares.
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Section 2.5 SEC Filings. The Company agrees to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except in the event that the Company consummates: (a) any transaction or series of related transactions as a result of which any Person (together with its Affiliates) acquires securities of the Company representing more than fifty percent (50%) of the voting control of the Company; (b) a merger or reorganization of the Company with one or more other entities in which the Company is not the surviving entity; or (c) a sale of all or substantially all of the assets of the Company, where the consummation of such transaction results in the Company no longer being subject to the reporting requirements of the Exchange Act.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Juvenescence as follows:
Section 3.1 Organization and Authority. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power and authority to enter into this Agreement, and to sell the Purchased Equity and carry out and perform its other obligations under the terms of this Agreement.
Section 3.2 Authorization. All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement and any related Transaction Document (as defined in Section 5.7) for the authorization, issuance and delivery of the Purchased Equity, and for the authorization, issuance and delivery of the Common Stock issuable upon exercise of the Incentive Warrants, has been taken. This Agreement and related Transaction Documents constitute the valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, and except that the availability of the remedy of specific performance or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Section 3.3 Validity of Stock. Except as otherwise described in this agreement, the Purchased Equity, when issued, sold and delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, will be free of any liens or encumbrances, and will not be subject to any preemptive rights, rights of first refusal, redemption rights or other restrictions on transfer, other than as provided herein. Assuming the accuracy of the statements made by Juvenescence in Article 4 of this Agreement, the Purchased Equity will be issued in compliance with all applicable federal and state securities laws.
Section 3.4 No Conflicts. The execution, delivery and performance of this Agreement and the other deliverables, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof, by the Company will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Company or any of its properties or assets or (b) with due notice or lapse of time, or both, violate, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of the Company under, its governing documents or any note, indenture, mortgage, lease agreement or other contract, agreement or instrument to which the Company is a party or by which it or any of its properties is bound or affected.
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Section 3.5 Company Disclosures. The Company has filed or furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy statements and other documents required to be filed or furnished by it, including all amendments thereto, with the Commission since March 26, 2024 (collectively and together with all documents filed or publicly furnished on a voluntary basis, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any disclosures set forth in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other statements that are non-specific, cautionary, predictive or forward-looking in nature, other than historical facts included therein, the “SEC Documents”). The SEC Documents, as of their respective effective dates (in the case of the SEC Documents that are Registration Statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), or, if amended, as finally amended, complied in all material respects with the requirements of the Exchange Act, the Securities Act of 1933, as amended, and the Sarbanes-Oxley Act of 2002, as the case may be. There are no outstanding or unresolved comments received from the Commission staff with respect to the SEC Documents. The Company is not aware as of the date of execution of this Agreement of any information that would require the filing of a Current Report on Form 8-K by the Company in the four (4) business days following the date of this Agreement that has not been so filed as of the date of this Agreement (other than any Current Report on Form 8-K that would disclose this Agreement and the transactions related hereto). The SEC Documents do not contain any material misstatements or omissions.
Section 3.6 Absence of Changes. Except as expressly contemplated by this Agreement, since the date of the most recent unaudited balance sheet of the Company included in the SEC Documents, there has been no event or circumstance that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Company as a whole, excluding any events or circumstances of general application to businesses in the Company’s industry that do not materially disproportionately impact the Company.
Section 3.7 Litigation. There is no action pending or, to the knowledge of the Company, threatened, in writing against the Company or its Affiliates which, if adversely determined, would prevent the consummation of the transactions contemplated by this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF JUVENESCENCE
Juvenescence hereby represents and warrants to the Company that:
Section 4.1 Organization and Authority. Juvenescence is a private limited company incorporated under the laws of England and Wales and is in good standing under such laws. Juvenescence has the requisite corporate power and authority to enter into this Agreement, and to purchase the Purchased Equity and carry out and perform its other obligations under the terms of this Agreement.
Section 4.2 Authorization. Juvenescence has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Juvenescence, will constitute valid and legally binding obligations of Juvenescence, enforceable against such Juvenescence in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
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Section 4.3 Purchase Entirely for Own Account. This Agreement is made with Juvenescence in reliance upon Juvenescence’s representation to the Company, which by Juvenescence’s execution of this Agreement, Juvenescence hereby confirms, that the Purchased Equity to be acquired by Juvenescence will be acquired for investment for Juvenescence’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Juvenescence has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Juvenescence further represents that Juvenescence does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Equity. Juvenescence has not been formed for the specific purpose of acquiring the Purchased Equity.
Section 4.4 Accredited Investor. Juvenescence is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Section 4.5 Foreign Investors. If Juvenescence is not a United States person (as defined by Section 7701(a)(30) of the Code), Juvenescence hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Purchased Equity or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Equity, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Equity. Juvenescence’s subscription and payment for and continued beneficial ownership of the Purchased Equity will not violate any applicable securities or other laws of Juvenescence’s jurisdiction.
Section 4.6 Ownership of the Post-Merger Warrants. Juvenescence has valid title to the Post-Merger Warrants, and, at the First Tranche Closing Date, the Company will acquire the Post-Merger Warrants free and clear of any liens or encumbrances.
Section 4.7 Litigation. There is no action pending or, to the knowledge of Juvenescence, threatened, in writing against Juvenescence or its Affiliates which, if adversely determined, would prevent the consummation of the transactions contemplated by this Agreement.
Section 4.8 Sophistication. Juvenescence (either alone or together with its advisors) has such knowledge and experience in financial or business matters and in investments of this type that it is capable of evaluating the merits and risks of the transaction contemplated by this Agreement. Juvenescence has had the opportunity to ask questions and receive answers concerning the terms and conditions of such transaction as it has requested. Juvenescence has received all information that it believes is necessary or appropriate in connection with the transaction contemplated by this Agreement. Juvenescence acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of Juvenescence in this Agreement.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware.
Section 5.2 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Juvenescence and the closing of the transactions contemplated hereby.
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Section 5.3 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of Juvenescence.
Section 5.4 Entire Agreement; Amendment; Non-Reliance. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated orally, but only by a written instrument signed by the parties to this Agreement. Juvenescence acknowledges and agrees that the neither the Company nor any director, officer, or agent thereof has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 3, and that Juvenescence is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in Article 3. The Company acknowledges and agrees that Juvenescence has not made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Article 4, and that the Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in Article 4.
Section 5.5 Notices. For a notice under this Agreement to be valid, (i) the notice must be in writing and signed by the sending Party, (ii) the sending Party must use one of the following methods of delivery: (A) personal delivery; (B) registered or certified mail, in each case, return receipt requested and postage prepaid; (C) nationally or internationally recognized overnight courier, with all fees prepaid, or (D) electronic transmission including electronic mail, and (iii) the notice must be addressed to the receiving Party at the addresses listed below for the receiving Party or to any other address designated by the receiving Party in a notice in accordance with this Section 5.5.
If to Juvenescence, addressed as follows:
JuvVentures (UK) Limited
with a copy to: Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Attn: Jacqueline Mercier
or at such other address as Juvenescence shall have furnished to the Company in writing,
or if to the Company, addressed as follows:
Serina Therapeutics, Inc.
with a copy to:
Bradley Arant Boult Cummings LLP
200 Clinton Avenue West, Suite 900
Huntsville, Alabama 35801
Attn: Scott Ludwig
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or at such other address as the Company shall have furnished to Juvenescence and each such other holder in writing.
Section 5.6 No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Juvenescence agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which Juvenescence or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless Juvenescence from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
Section 5.7 Construction of Certain Terms. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Wherever the words “including,” “include” or “includes” are used in this Agreement, they shall be deemed followed by the words “without limitation.” References to any gender shall be deemed to mean any gender. As used in this Agreement, “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity, and “Affiliate” means, with respect to any Person, any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or similar type position of such Person. As used in this Agreement, “Transaction Documents” means all of the schedules, exhibits, certificates, agreements and other documents contemplated thereby and delivered in connection herewith.
Section 5.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement or any Transaction Document by electronic mail or other electronic delivery (including, for the avoidance of doubt, by .PDF, DocuSign, email or other electronic transmission) will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
Section 5.9 Fees and Expenses. Each party shall bear its own legal, accounting and other fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| JUVENESCENCE LIMITED | ||||||||||||||
| By: | /s/ David Gill | |||||||||||||
| Name: | David Gill | |||||||||||||
| Its: | Chief Financial Officer | |||||||||||||
| JUVVENTURES (UK) LIMITED | ||||||||||||||
| By: | /s/ David Gill | |||||||||||||
| Name: | David Gill | |||||||||||||
| Its: | Chief Financial Officer | |||||||||||||
SERINA THERAPEUTICS, INC. | ||||||||||||||
| By: | /s/ Steve Ledger | |||||||||||||
| Name: | Steve Ledger | |||||||||||||
| Its: | Chief Executive Officer | |||||||||||||
Signature Page to Agreement
Exhibit 5.1
April 17, 2025
Serina Therapeutics, Inc.
601 Genome Way
Suite 201
Huntsville, Alabama 35806
Ladies and Gentlemen:
We have acted as counsel to Serina Therapeutics, Inc., a Delaware corporation (the “Corporation”), with respect to certain legal matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”)
The Registration Statement relates to the resale by certain stockholders and warrant holders of the Corporation named in the Registration Statement (the “Selling Securityholders”), from time to time, of up to (i) 755,728 shares (the “Replacement Warrant Shares”) of the Corporation’s common stock, par value $0.0001 (“Serina common stock”), issuable to certain Selling Securityholders upon the exercise of 755,728 warrants (the “Replacement Incentive Warrants”) issued pursuant to that certain Warrant Agreement, by and between the Corporation and a certain Selling Securityholder, dated as of January 31, 2025 (the “Replacement Warrant Agreement”), (ii) 3,267,189 shares of Serina common stock (the “Secondary Shares”) held of record by the Selling Securityholders, (iii) 962,250 shares of Serina common stock (the “Conversion Shares”) issuable to certain Selling Securityholders upon conversion of 962,250 shares of the Corporation’s Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”), (iv) 230,940 shares of Serina common stock (the “PIK Shares”) issuable to Selling Securityholders holding Series A Preferred Stock and (v) 377,865 shares of Serina common stock (the “Original Warrant Shares” and together with the Original Warrant Shares, Secondary Shares, Conversion Shares and the PIK Shares, the “Securities”) issuable to certain Selling Securityholders upon the exercise of 377,865 warrants (the “Original Incentive Warrants”) issued pursuant to that certain Warrant Agreement, by and between the Corporation and Equiniti Trust Company LLC as warrant agent, dated as of March 19, 2024 (the “Original Warrant Agreement”).
In our capacity as your counsel in the connection referred to above and as a basis for the opinion hereinafter expressed, we have examined (i) the First Amended and Restated Certificate of Incorporation of the Corporation, as amended to date (the “Certificate of Incorporation”), (ii) the Amended and Restated Bylaws of the Corporation, as amended to date (the “Bylaws’) (iii) the Replace Warrant Agreement, (iv) the Original Warrant Agreement, (v) the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation, as amended to date (the “Certificate of Designations”), (vi) originals, or copies certified or otherwise identified, of the Corporation, including minute books of the Corporation as furnished to us by the Corporation, (vii) originals, or copies certified or otherwise identified, of certificates of public officials and of representatives of the Corporation and other instruments and documents, and (viii) the Registration Statement and the prospectus contained therein. We have also examined originals, or copies certified to
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our satisfaction, of such other documents, records, certificates, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Corporation and the due authorization, execution and delivery of all documents by the parties thereto other than the Corporation. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Corporation.
We have also assumed that:
i.the Registration Statement and any amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement and that no stop order shall have been issued with respect thereto;
ii.all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement;
iii.the Securities will be issued and sold in the form and containing the terms set forth in the Registration Statement;
iv.the Securities offered do not violate any law applicable to the Corporation, or result in a default under or breach of any agreement or instrument binding upon the Corporation;
v.the Corporation will have obtained any legally required consents, approvals, authorizations, and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Securities being offered;
vi.with respect to shares of Serina common stock offered or purchasable upon exercise or conversion of the Replacement Incentive Warrants, Original Incentive Warrants and Series A Preferred Stock, that there will be sufficient shares of Serina common stock authorized under the Certificate of Incorporation that are not otherwise reserved for issuance;
vii.that no future amendments will be made to the Certificate of Incorporation or Bylaws that would be in conflict with or inconsistent with the Corporation’s right and ability to issue the Securities; and
viii.the Securities offered will comply with all requirements and restrictions, if any, applicable to the Corporation, whether imposed by any court or governmental or regulatory body having jurisdiction over the Corporation.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, (i) the Replacement Warrant Shares, when issued and sold by the Corporation upon valid exercise of the Replacement Incentive Warrants in accordance with the terms thereof and the Replacement Warrant Agreement, including, without limitation, payment of the consideration thereof described in the Replacement Warrant Agreement, will be validly issued,
fully paid and nonassessable, (ii) the Original Warrant Shares, when issued and sold by the Corporation upon valid exercise of the Original Incentive Warrants in accordance with the terms thereof and the Original Warrant Agreement, including, without limitation, payment of the consideration thereof described in the Original Warrant Agreement, will be validly issued, fully paid and nonassessable (iii) the Secondary Shares are validly issued, fully paid and nonassessable, (iv) the Conversion Shares, when and if issued and delivered upon the valid conversion of shares of Series A Preferred Stock in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and (v) the PIK Shares, when and if issued and delivered in accordance with the Certificate of Designations, Certificate of Incorporation and Bylaws, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are subject to the qualification that we express no opinion to the extent that, notwithstanding the Corporation’s current reservation of shares of Serina common stock, future issuances of securities of the Corporation, including the Securities and/or antidilution adjustments to outstanding securities of the Corporation, may cause the Original Incentive Warrants, Replacement Incentive Warrants or Series A Preferred Stock to be exercisable or redeemable for more shares of Serina common stock than the number that then remain authorized but unissued.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Delaware General Corporation Law (“DGCL”) and the laws of the State of New York.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion should the DGCL or the laws of the State of New York be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | ||
| /s/ Bradley Arant Boult Cummings LLP | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the reference to our firm under the caption "Experts" and to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 24, 2025, with respect to the consolidated financial statements of Serina Therapeutics, Inc. and subsidiaries (the “Company”) as of and for the years ended December 31, 2024 and 2023, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ Frazier & Deeter, LLC
Tampa, Florida
April 17, 2025