Juvenescence Ltd. Amends AgeX Therapeutics Stake (Amendment 29)

Ticker: SER · Form: SC 13D/A · Filed: Jan 9, 2024 · CIK: 1708599

Agex Therapeutics, Inc. SC 13D/A Filing Summary
FieldDetail
CompanyAgex Therapeutics, Inc. (SER)
Form TypeSC 13D/A
Filed DateJan 9, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.0001, $500,000
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: insider-ownership, amendment, shareholder-update

TL;DR

**Major AgeX shareholder Juvenescence just updated their stake, signaling potential shifts in their investment strategy.**

AI Summary

Juvenescence Limited, a significant shareholder in AgeX Therapeutics, Inc., filed an Amendment No. 29 to its Schedule 13D on January 9, 2024, indicating a change in its beneficial ownership. The filing lists David Gill as the contact person for Juvenescence Limited. This matters to investors because large shareholders like Juvenescence Limited can influence company decisions, and changes in their holdings or intentions can signal shifts in their confidence or strategic direction for AgeX Therapeutics.

Why It Matters

This filing updates the public on the beneficial ownership of a major shareholder, Juvenescence Limited, in AgeX Therapeutics, which can impact investor sentiment and potentially future corporate actions.

Risk Assessment

Risk Level: medium — Changes in significant shareholder positions can introduce uncertainty regarding future company control or strategic direction, posing a medium risk to current investors.

Analyst Insight

Investors should monitor subsequent filings from Juvenescence Limited for more specific details on changes in their holdings or intentions, as this filing is an amendment and does not provide specific transaction details within the provided text.

Key Players & Entities

  • Juvenescence Limited (company) — reporting person and significant shareholder of AgeX Therapeutics, Inc.
  • AgeX Therapeutics, Inc. (company) — the subject company whose common stock is being reported on
  • David Gill (person) — contact person for Juvenescence Limited
  • $0.0001 (dollar_amount) — par value per share of AgeX Therapeutics Common Stock

FAQ

What is the purpose of this SC 13D/A filing?

This SC 13D/A filing is an Amendment No. 29 to a Schedule 13D, indicating an update to the beneficial ownership information of Juvenescence Limited regarding its holdings in AgeX Therapeutics, Inc.

Who is the reporting person in this filing?

The reporting person in this filing is Juvenescence Limited, located at 1st Floor, Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB.

What is the subject company of this filing?

The subject company is AgeX Therapeutics, Inc., with its business address at 1101 Marina Village Parkway, Suite 201, Alameda, CA 94501.

What is the CUSIP number for AgeX Therapeutics, Inc. common stock?

The CUSIP number for AgeX Therapeutics, Inc. common stock is 00848H108.

When was the date of the event that required this filing?

The date of the event which required the filing of this statement was January 3, 2024.

Filing Stats: 2,066 words · 8 min read · ~7 pages · Grade level 11.4 · Accepted 2024-01-09 16:16:00

Key Financial Figures

  • $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
  • $500,000 — Issuer each in the principal amount of $500,000. SIGNATURES After reasonable inquiry

Filing Documents

of the Original Statement is hereby amended and restated in

Item 2 of the Original Statement is hereby amended and restated in its entirety to read as follows: (a)-(c)This Schedule 13D is being jointly filed by (i) Juvenescence Limited (the “Juvenescence Limited”), a company incorporated in the Isle of Man, (ii) Juvenescence US Corp., a Delaware corporation (the “US Subsidiary”), a wholly owned subsidiary of Juvenescence Limited, and (iii) JuvVentures (UK) Limited, a company incorporated in the United Kingdom (the “UK Subsidiary” and together with the US Subsidiary, the “Subsidiaries”). Juvenescence Limited and the Subsidiaries are sometimes also referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons". The address of the business office of each of the Reporting Persons is c/o Juvenescence Limited, 1st Floor, Viking House, St Pauls Square, Ramsey, Isle of Man, IM8 1GB. The principal business of each of the Reporting Persons is a biopharmaceutical company focused on the discovery and development of therapeutics for ageing and age-related diseases. Set forth on Schedule A , and incorporated herein by reference, is the name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of the Reporting Persons as of the date hereof. (d) Neither the Reporting Persons nor, to either of its knowledge, any person named on Schedule A attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) Neither the Reporting Persons nor, to either of its knowledge, any person named on Schedule A attached hereto, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, w

of the Original Statement is hereby amended and restated in

Item 5 of the Original Statement is hereby amended and restated in its entirety to read as follows: (a) The Reporting Persons beneficially owns an aggregate of 86,925,820 shares of Common Stock, representing (i) 16,447,500 shares of Common Stock held directly by JuvVentures (UK) Limited, (ii) 572,417 shares of Common Stock that may be acquired on exercise of Warrants issued or to be issued in connection with advances under the New Facility (as defined below), (iii) 10,357,086 shares of Common Stock that may be acquired on exercise of Warrants issued or to be issued in connection with advances under the A&R Secured Note (as defined below), (iv) 29,388,888 shares of Common Stock held directly by JuvVentures (UK) Limited that may be issued upon conversion of 211,600 shares of Series A Preferred Stock, (v) 20,611,111 shares of Common Stock held directly by JuvVentures (UK) Limited that may be issued upon conversion of 148,400 shares of Series B Preferred Stock and (vi) 9,548,818 shares of Common Stock that may be issued upon conversion of outstanding amounts under the A&R Secured Note at the closing price of the Common Stock on January 2, 2024. This aggregate amount represents approximately 80.2% of the Issuer’s outstanding common stock, based upon 37,951,261 shares outstanding as of November 6, 2023, as reported on the Issuer’s Annual Report filed on Form 10-Q on November 14, 2023, and giving effect to the exercise of the Warrants and conversion of amounts outstanding under the A&R Secured Note and the Spring 2023 Note (and assuming the Amendment Caps do not apply). (b) The information in Items 7 through 10 of each cover page is incorporated by reference into this Item 5(b). (c) Except for the information set forth in Item 6, which is incorporated by reference into this Item 5(c), the Reporting Persons have effected no transactions relating to the Common Stock during the past 60 days. (d) - (e) Not applicable. Item 6. Contracts, Arrangements, Understa

of the Original Statement is hereby supplemented as follows

Item 6 of the Original Statement is hereby supplemented as follows: On December 21, 2023, Juvenescence US Corp. transferred 16,447,500 shares of the Issuer’s Common Stock to JuvVentures (UK) Limited. On December 31, 2023, Juvenescence US Corp. transferred 211,600 shares of the Issuer’s Series A Preferred Stock and 148,400 shares of the Issuer’s Series B Preferred Stock to JuvVentures (UK) Limited. On January 3, 2024, the Reporting Person funded additional advances to the Issuer each in the principal amount of $500,000.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: January 9, 2024 JUVENESCENCE LIMITED By: /s/ Gregory H. Bailey Name: Gregory H. Bailey Title: Executive Chairman Date: January 9, 2024 JuvVentures (UK) Limited By: /s/ David Gill Name: David Gill Title: Director Schedule A Set forth below is the name, the principal occupation or employment, the name and principal business address of the corporation or other organization through which such employment is conducted, and the citizenship of each director and executive officer of the Reporting Person. Name and Position Principal Occupation or Employment Principal Business Address Citizenship Gregory Bailey Director of Juvenescence Ltd. Executive Chairman, Juvenescence Ltd c/o Juvenescence Limited 1st Floor, Viking House St Pauls Square, Ramsey Isle of Man, IM8 1GB Canada James Mellon Director of Juvenescence Ltd. Deputy Chairman, Juvenescence Ltd c/o Juvenescence Limited 1st Floor, Viking House St Pauls Square, Ramsey Isle of Man, IM8 1GB Great Britain Declan Doogan Director of Juvenescence Ltd. Director, Juvenescence Ltd c/o Juvenescence Limited 1st Floor, Viking House St Pauls Square, Ramsey Isle of Man, IM8 1GB United Kingdom & United States Richard Marshall Chief Executive Officer of Juvenescence Ltd. Chief Executive Officer, Juvenescence Ltd c/o Juvenescence Limited 1st Floor, Viking House St Pauls Square, Ramsey Isle of Man, IM8 1GB Great Britain Denham Eke Director of Juvenescence Ltd. Managing Director, Burnbrae Group c/o Juvenescence Limited 1st Floor, Viking House St Pauls Square, Ramsey Isle of Man, IM8 1GB Great Britain David Gill Chief Financial Officer of Juvenescence Ltd. Director of JuvVentures (UK) Limited CFO, Juvenescence Ltd c/o Juvenescence Limited 1st Floor, Viking Ho

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