Serina Therapeutics Sets Virtual Annual Meeting, Seeks Director Re-election & Convertible Note Approval

TL;DR

**SER's virtual annual meeting is a must-watch for dilution-wary investors, as a vote on convertible note common stock issuance looms.**

AI Summary

Serina Therapeutics, Inc. (SER) is holding its Annual Meeting of Stockholders on November 7, 2025, as a virtual-only event. Key proposals include the re-election of two Class II directors, Steve Ledger and Karen J. Wilson, to serve until the 2028 Annual Meeting. Stockholders will also vote on the ratification of Frazier Deeter, LLC as the independent registered public accountants for the fiscal year ending December 31, 2025. A significant proposal, pursuant to NYSE American listing rules, involves the approval of common stock issuance related to the exercise of certain Convertible Note and Warrants. The company, formerly AgeX Therapeutics, Inc., completed a merger with Legacy Serina Therapeutics, Inc. on March 26, 2024, and subsequently changed its name. As of the record date, September 17, 2025, there were 10,537,681 shares of common stock outstanding and entitled to vote. The filing does not contain specific revenue or net income figures, nor does it detail key business changes beyond the merger or provide a strategic outlook with dollar amounts.

Why It Matters

This DEF 14A filing outlines critical governance and financial decisions for Serina Therapeutics, Inc. (SER) investors. The approval of common stock issuance for Convertible Notes and Warrants could lead to significant dilution, impacting existing shareholder value and potentially affecting the stock price. The re-election of directors, including CEO Steve Ledger, shapes the company's future leadership and strategic direction in the competitive life sciences sector. For employees and customers, stable governance and financial health are crucial for continued operations and product development. The market will closely watch the outcome of the dilution proposal as it signals the company's capital structure management post-merger.

Risk Assessment

Risk Level: medium — The filing indicates a 'Convertible Note and Warrants Proposal' for the issuance of common stock, which, if approved, could lead to significant shareholder dilution. While specific numbers are not provided, such issuances typically increase the number of outstanding shares, potentially decreasing the value of existing shares. The company's recent merger on March 26, 2024, also introduces integration risks and potential operational complexities.

Analyst Insight

Investors should carefully review the 'Convertible Note and Warrants Proposal' for potential dilution impacts before the November 7, 2025 meeting. Consider voting against the proposal if dilution concerns outweigh the benefits of the capital raise. Engage with management during the virtual meeting to understand the necessity and terms of the proposed stock issuance.

Key Numbers

• 10,537,681 — Shares of common stock outstanding (Entitled to vote as of record date September 17, 2025)
• 2025-11-07 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• 2025-09-17 — Record Date (Date for determining stockholders entitled to vote)
• 2028 — Class II Director Term Expiration (Year until which elected Class II directors will hold office)
• 2025 — Fiscal Year for Accountant Ratification (Fiscal year for which Frazier Deeter, LLC is proposed as independent registered public accountants)
• 2024-03-26 — Merger and Name Change Date (Date AgeX Therapeutics, Inc. merged with Legacy Serina and changed its name)
• 65 — Age of Steve Ledger (Age of CEO and Class II director nominee)
• 62 — Age of Karen J. Wilson (Age of Class II director nominee)
• 3 — Number of Director Classes (Board is divided into three classes with staggered terms)
• 1 — Votes per share (Each share of common stock is entitled to one vote)

Key Players & Entities

• Serina Therapeutics, Inc. (company) — Registrant and company holding the Annual Meeting
• Steve Ledger (person) — Chief Executive Officer and Class II director nominee
• Karen J. Wilson (person) — Class II director nominee and board member since January 2025
• Frazier Deeter, LLC (company) — Independent registered public accountants nominee for 2025
• NYSE American (regulator) — Listing rules governing common stock issuance proposal
• AgeX Therapeutics, Inc. (company) — Former name of Serina Therapeutics, Inc. before March 26, 2024 merger
• Legacy Serina Therapeutics, Inc. (company) — Company merged into AgeX Therapeutics, Inc. on March 26, 2024
• Balkrishan "Simba" Gill, Ph.D. (person) — Executive Chairman of the Board and Class I director
• Stephen Brannan, M.D. (person) — Class I director since May 2025
• Equiniti Trust Company, LLC (company) — Transfer agent for Serina Therapeutics, Inc.

FAQ

Industry Context

Serina Therapeutics operates within the biotechnology sector, focusing on therapeutic development. This industry is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies often rely on strategic partnerships, mergers, and capital raises to fund their operations and advance drug candidates through clinical trials. The competitive landscape is intense, with numerous companies vying for market share and investor capital.

Regulatory Implications

As a publicly traded company on the NYSE American, Serina Therapeutics must comply with listing rules, including those requiring shareholder approval for significant stock issuances, as highlighted by the Convertible Note and Warrants Proposal. Failure to adhere to these regulations can result in delisting. Additionally, the company is subject to SEC reporting requirements and general corporate governance standards.

What Investors Should Do

1. Review director nominees and vote.
2. Vote on the ratification of independent auditors.
3. Carefully consider the stock issuance proposal.
4. Submit proxy promptly.

Key Dates

• 2025-11-07: Annual Meeting of Stockholders — This is the date for the company's annual meeting where key proposals, including director elections and ratification of auditors, will be voted upon by shareholders. The virtual-only format impacts accessibility.
• 2025-09-17: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting. As of this date, 10,537,681 shares of common stock were outstanding and entitled to vote.
• 2028-11-07: Class II Director Term Expiration — The elected Class II directors, Steve Ledger and Karen J. Wilson, will serve until this date, indicating a staggered board structure designed for continuity.
• 2025-12-31: Fiscal Year End for Accountant Ratification — The appointment of Frazier Deeter, LLC as independent registered public accountants is being ratified for this fiscal year, crucial for financial reporting integrity.
• 2024-03-26: Merger and Name Change — The company, formerly AgeX Therapeutics, Inc., completed a merger with Legacy Serina Therapeutics, Inc. and changed its name, marking a significant structural and strategic shift.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders in preparation for an annual meeting. It includes details on director nominees, executive compensation, and matters to be voted on. (This document is the proxy statement for Serina Therapeutics' annual meeting, outlining all proposals and relevant company information for stockholders.)

Class II directors

Directors who are part of a board structure divided into classes with staggered terms. In this case, Class II directors are elected to serve until the 2028 Annual Meeting. (Two Class II directors, Steve Ledger and Karen J. Wilson, are up for re-election at the upcoming annual meeting.)

Ratification of appointment

The process by which shareholders formally approve a decision already made by the board of directors, such as the appointment of independent auditors. (Shareholders are asked to ratify the appointment of Frazier Deeter, LLC as the company's independent registered public accountants for fiscal year 2025.)

Convertible Note and Warrants

Financial instruments that can be converted into shares of the company's common stock. The issuance of stock related to their exercise requires shareholder approval under NYSE American rules. (A key proposal involves approving the issuance of common stock related to the exercise of these instruments, which could dilute existing shareholders.)

Virtual-only meeting

A shareholder meeting conducted entirely online, allowing participation and voting remotely via a web platform. (Serina Therapeutics is holding its 2025 Annual Meeting as a virtual-only event, impacting how shareholders can attend and participate.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholders' meeting. (September 17, 2025, is the record date for Serina Therapeutics' annual meeting, with 10,537,681 shares outstanding on this date.)

Plurality of the votes cast

A voting standard where a candidate wins by receiving more votes than any other single candidate, even if they do not receive a majority of all votes cast. (Directors will be elected by a plurality of the votes cast, meaning the nominees with the most votes will be elected, not necessarily a majority.)

Broker non-vote

Occurs when a broker holding shares in 'street name' for a customer does not vote on a particular proposal because the broker has not received instructions from the customer and does not have discretionary voting power for that proposal. (Broker non-votes will not be counted towards the affirmative vote required for approval of matters other than director elections, potentially impacting outcomes.)

Year-Over-Year Comparison

This filing represents the first proxy statement following the significant merger and name change from AgeX Therapeutics, Inc. to Serina Therapeutics, Inc. on March 26, 2024. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not possible based on this document alone. The key focus areas in this filing are director elections, auditor ratification, and shareholder approval for stock issuance related to convertible instruments, reflecting ongoing corporate governance and capital management activities post-merger.

Key Financial Figures

• $0.0001 — hares of Serina common stock, par value $0.0001 per share, issued and outstanding, whic
• $14 billion — lopment and launch were key to Karuna's $14 billion 9 acquisition by Bristol Myers Squib
• $4.9 billion — acquired by Vertex Pharmaceuticals for $4.9 billion in May 2024. Before Alpine, he founded

Filing Documents

• a2025serinatherapeuticsinc.htm (DEF 14A) — 407KB
• image.jpg (GRAPHIC) — 51KB
• image1.jpg (GRAPHIC) — 65KB
• image2.jpg (GRAPHIC) — 79KB
• image3.jpg (GRAPHIC) — 112KB
• image4.jpg (GRAPHIC) — 111KB
• serinalogo_noaddress.jpg (GRAPHIC) — 10KB
• 0001708599-25-000115.txt ( ) — 997KB

From the Filing

DEF 14A 1 a2025serinatherapeuticsinc.htm DEF 14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Serina Therapeutics, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 601 Genome Way, Suite 2001 Huntsville, AL 35806 T 256-327-9630 www.serinatx.com September 26, 2025 Dear Stockholder You are cordially invited to attend the Annual Meeting of Stockholders (the Meeting) of Serina Therapeutics, Inc., which will be held on Friday, November 7, 2025, at 1100 a.m. Central Time. We will be holding the Meeting this year as a "virtual" meeting, by online participation only. Our stockholders may attend and participate at the online Meeting at www.virtualshareholdermeeting.comSER2025. We will not be accommodating live, in-person attendance at the Meeting this year. The Notice and Proxy Statement on the following pages contain details concerning the business to come before the Meeting online. Management will report on current operations, and there will be an opportunity for discussion concerning Serina and its activities. Please sign and return your proxy card in the enclosed envelope to ensure that your shares will be represented and voted at the Meeting even if you cannot attend. You are urged to sign and return the enclosed proxy card even if you plan to attend the Meeting online. I look forward to meeting all stockholders who are able to attend. Steve Ledger Chief Executive Officer 2 601 Genome Way, Suite 2001 Huntsville, AL 35806 T 256-327-9630 www.serinatx.com NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held November 7, 2025 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the Meeting") of Serina Therapeutics, Inc. ("Serina"), will be held on Friday, November 7, 2025 at 1100 a.m. Central Time for the following purposes 1. To elect two (2) Class II directors to hold office until the 2028 Annual Meeting of the Stockholders and until their respective successors are duly elected and qualified. The nominees of the Board of Directors are Steve Ledger and Karen J. Wilson. 2. To ratify the appointment of Frazier Deeter, LLC as Serina's independent registered public accountants for the fiscal year ending December 31, 2025 3. To approve, pursuant to NYSE American listing rules, the issuance of common stock in connection with the exercise of certain Convertible Note and Warrants, (the Convertible Note and Warrants Proposal) and 4. To transact such other business as may properly come before the Meeting or any adjournments of the Annual Meeting. The Board of Directors has fixed the close of business on September 17, 2025, as the record date for determining stockholders entitled to receive notice of and to vote at the Meeting or any postponement or adjournment of the Meeting. We will be holding the Meeting this year as a "virtual" meeting, by online participation only. Our stockholders may attend and participate at the Meeting online at www.virtualshareholdermeeting.comSER2025. If you wish to attend the Meeting online you will need to gain admission in the manner described in the Proxy Statement. Whether or not you expect to attend the Meeting online, you are urged to sign and date the enclosed form of proxy and return it promptly so that your shares may be represented and voted at the Meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. By Order of the Board of Directors Steve Ledger Chief Executive Officer Huntsville, Alabama September 26, 2025 3 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held on Friday, November 7, 2025 Explanatory Note Serina Therapeutics, Inc. ("Serina", "we", "us", "our" or the "Company"), was incorporated as AgeX Therapeutics, Inc., in January 2017 in the state of Delaware. On March 26, 2024, AgeX Therapeutics, Inc. completed a 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. ("AgeX"), Canaria Transaction Corporation, an Alabama corporation and a wholly owned

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