Serina Therapeutics Enters Material Agreement, Reports Equity Sales

TL;DR

Serina Therapeutics filed an 8-K detailing a new material agreement, financial obligations, and unregistered equity sales.

AI Summary

Serina Therapeutics, Inc. announced on September 9, 2025, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing details financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial risks and dilution concerns.

Key Players & Entities

• Serina Therapeutics, Inc. (company) — Registrant
• September 9, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 82-1436829 (identifier) — Commission File Number
• 821436829 (identifier) — IRS Employer Identification No.
• 601 Genome Way, Suite 2001 Huntsville, Alabama 35806 (address) — Principal executive offices
• (256) 327-9630 (phone_number) — Registrant's telephone number
• AgeX Therapeutics, Inc. (company) — Former company name
• 20170606 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share SE R NYSE American Indicate
• $20 million — an aggregate principal amount of up to $20 million. Under the Convertible Note, borrowin
• $5 million — he five following milestones: (i) up to $5 million on or before September 30, 2025; (ii) u
• $2.5 million — r before September 30, 2025; (ii) up to $2.5 million on or after December 15, 2025 upon enro
• $5.18 — maturity date at a conversion price of $5.18 per share. The conversion price is subj
• $5.44 — ts will have an exercise price equal to $5.44 per share. The warrants expire on the e

Filing Documents

• ser-20250909.htm (8-K) — 33KB
• exhibit41formofwarrantagre.htm (EX-4.1) — 88KB
• exhibit101convertiblenotev0.htm (EX-10.1) — 136KB
• 0001708599-25-000110.txt ( ) — 498KB
• ser-20250909.xsd (EX-101.SCH) — 2KB
• ser-20250909_lab.xml (EX-101.LAB) — 53KB
• ser-20250909_pre.xml (EX-101.PRE) — 31KB
• ser-20250909_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 9, 2025, Serina Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an unsecured convertible note (the "Convertible Note") with Gregory H. Bailey, M.D., a member of the Company's Board of Directors, making available to the Company an aggregate principal amount of up to $20 million. Under the Convertible Note, borrowings may be drawn in the discretion of the Company in five tranches tied to certain clinical and operational milestones, provided that if at the time the Company achieves a milestone the Company does not have sufficient cash available to cover projected costs and expenses to achieve the next milestone, then the Company will be required to draw such deficiency. The five tranches correspond to the five following milestones: (i) up to $5 million on or before September 30, 2025; (ii) up to $2.5 million on or after December 15, 2025 upon enrollment of the first patient in the Company's SER-252-1b registrational clinical study; (iii) up to $2.5 million upon enrollment of the second patient in the study; (iv) up to $5 million on or after March 15, 2026, upon dosing of the last patient in Cohort 1 of the study; and (v) up to $5 million on or after April 30, 2026, upon dosing of the first patient in Cohort 2 of the study ("Milestone 5"). Borrowings under the Convertible Note bear interest at an annual rate of 10%, initially payable in cash on the first anniversary of the initial funding and on a quarterly basis after. The Convertible Note contains customary events of default, including an additional 2% of default interest following an event of default, and has a maturity date of five years after the initial funding date. The Company can prepay the Convertible Note at any time with no penalty. The Company is required to repay all obligations outstanding under the Convertible Note in cash in the event of certain liquidity events or a change of control of the Company, all as

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02. The Convertible Note, the warrants, and the shares of Common Stock issuable under the Convertible Note and upon exercise of the warrants, were or will be, as applicable, issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Warrant Agreement 10.1 Convertible Note, dated as of September 9, 2025, between Serina Therapeutics, Inc. and Gregory Bailey 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SERINA THERAPEUTICS, INC. Date: September 15, 2025 By: /s/ Steve Ledger Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR