Tillkännagivande • Mar 27
Serina Therapeutics, Inc. completed the acquisition of AgeX Therapeutics, Inc. (NYSEAM:AGE) from a group of shareholders in a reverse merger transaction.
Serina Therapeutics, Inc. executed a term sheet to acquire AgeX Therapeutics, Inc. (NYSEAM:AGE) from a group of shareholders in a reverse merger transaction on December 12, 2022. Serina Therapeutics, Inc. entered into a merger agreement to acquire AgeX Therapeutics, Inc. (NYSEAM:AGE) from a group of shareholders for $90 million in a reverse merger transaction on August 29, 2023. Under the terms of the merger agreement, pending stockholder approval of the transaction, Serina will merge with a wholly-owned subsidiary of AgeX, and stockholders of Serina will receive shares of AgeX common stock in an exchange ratio, which is currently estimated to be equal to approximately 0.83217216 shares of AgeX common stock for each share of Serina common stock. Approximately 7.5 million shares of AgeX common stock are expected to be issued at a closing price of $12.00 per share on a post-reverse stock split basis. Upon completion of the merger, pre-merger AgeX stockholders are expected to own approximately 25% of the newly combined company while pre-merger Serina stockholders are expected to own approximately 75% of the newly combined company. As part of the merger, pre-merger AgeX stockholders will be issued Post-Merger Warrants. The Post-Merger Warrants issued to AgeX stockholder, Juvenescence, have a cash exercise requirement that will provide an additional $15 million in capital to the combined company in three equal tranches over the term of the warrant, which expires July 31, 2025. AgeX stockholders that exercise the Post-Merger Warrants will additionally receive Incentive Warrants that expire four (4) years after the merger closing date. The terms and conditions for each type of warrant will be further detailed in the forms of warrant agreements that will be negotiated between the parties prior to the merger closing date. AgeX following the merger is referred to herein as the “combined company.” Upon completion of the transaction, the combined company will operate under the Serina Therapeutics name, and the combined company’s common stock is expected to trade on the NYSE American under the ticker symbol “SER.” The corporate headquarters will be in Huntsville, Alabama. Following the merger, it is anticipated that the combined company will be led by a new Chief Executive Officer. Current members of the executive team of Serina are expected to continue in key leadership roles, including Randall Moreadith as the Chief Science Officer, and Tacey Viegas as Chief Operating Officer and Secretary. Serina’s current Chief Financial Officer. Steve Ledger is expected to serve as the interim Chief Executing Officer of the combined company until such time as the new Chief Executing Officer is hired. AgeX’s current Chief Financial Officer, Andrea Park, is expected to serve as the interim Chief Financial Officer and Chief Accounting Officer of the combined company until such time as the new Chief Financial Officer is hired, and is then expected to continue in the role of Chief Accounting Officer. The board of directors will be comprised of seven directors and are expected to include AgeX director Gregory Bailey, Richard Marshall, Serina’s directors J. Milton Harris and Steve Ledger, and the Buck Institute for Aging’s Vice President of Business and Technology Advancement Remy Gross III. Two additional directors will be appointed in accordance with the merger agreement to fill the remaining seats on the board of directors. Prior to the execution of the merger agreement, AgeX invested $10 million in Serina through the purchase of a Senior Convertible Loan Note (“CLN”) described on the Current Report on Form 8-K that AgeX filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2023. Immediately prior to completion of the merger, the CLN will be converted into Serina capital stock as a capital contribution. It is expected that the funds provided by the CLN, together with the additional $15 million of proceeds from the Juvenescence required warrant cash exercises, will provide working capital for the combined company to help fund operations into calendar year 2026. The merger agreement may be terminated by either AgeX or Serina if the contemplated transactions have not been consummated by February 29, 2024. On February 1, 2024, AgeX provided a written notice to Serina that extended by 60 calendar days the date by which the contemplated transactions must be consummated before unilateral termination becomes available to AgeX or Serina from February 29, 2024 to April 29, 2024. Upon termination of the Merger Agreement by Serina or AgeX in certain circumstances, a nonrefundable termination fee of $1 million may be payable by Serina to AgeX or by AgeX to Serina. The closing of the merger is subject to customary closing conditions, including the required approvals by the stockholders of Serina and AgeX having been obtained, the shares of AgeX common stock to be issued in the m will have been approved for listing (subject to official notice of issuance) on NYSE, the registration statement will have become effective in accordance with the Securities Act, the AgeX reverse stock split will have occurred, certain of Serina’s investor agreements must have been terminated, AgeX must have received duly executed copies of the required Lock-Up Agreements from certain stockholders of Serina, the holders of Serina’s convertible promissory notes, other than any convertible promissory note held by AgeX, will have elected to convert such notes into shares of Serina common stock prior to the Effective Time, immediately prior to the closing of the Merger, AgeX must have on hand at least $500,000 of immediately spendable nonrestricted cash, net of all payable and other liabilities, the accuracy of each party’s representations and warranties, subject to certain materiality qualifications, compliance by the parties with their respective covenants, Juvenescence will have converted all of its shares of AgeX preferred stock into shares of AgeX common stock prior to the NYSE Reverse Split, the actual closing price of AgeX common stock immediately prior to the Merger will not be less than $12.00 per share (taking into account the NYSE Reverse Split). The AgeX Board formed a Special Committee comprised of Joanne Hackett, the Chair of the AgeX Board, and Gregory Bailey to manage the transaction process. The merger has been approved by the boards of directors of both Serina and AgeX. On March 14, 2024, the merger was approved at the special meeting of AgeX’s stockholders. The merger is expected to close in the first quarter of 2024, soon after the AgeX special meeting to be held on March 14, 2024.Robert Phillips, Chris Trester and Jennifer Bellah Maguire of Gibson, Dunn & Crutcher LLP acted as legal counsel and also provided due diligence services to AgeX. Scott E. Ludwig of Bradley Arant Boult Cummings LLP acted as legal counsel and also provided due diligence services to Serina. AgeX retained Finnegan, Henderson, Farabow, Garrett & Dunner LLP in relation to intellectual property diligence. Thompson, Welch, Soroko & Gilbert LLP acted as corporate counsel to AgeX on due diligence matters. Equiniti Trust Company, LLC acted as AgeX’s stock registrar and transfer agent.Serina Therapeutics, Inc. completed the acquisition of AgeX Therapeutics, Inc. (NYSEAM:AGE) from a group of shareholders in a reverse merger transaction on March 26, 2024.