Juvenescence Ltd Files 13D/A Amendment for Serina Therapeutics

TL;DR

Juvenescence Ltd just filed an amendment (35) for Serina Therapeutics (formerly AgeX). Big ownership change incoming?

AI Summary

Juvenescence Ltd, through its filing amendment 35 on July 5, 2024, reported a change in its beneficial ownership of Serina Therapeutics, Inc. The filing indicates a shift in control or significant stake, though specific new ownership percentages are not detailed in this excerpt. This amendment follows previous filings concerning Serina Therapeutics, Inc., previously known as AgeX Therapeutics, Inc.

Why It Matters

This filing signals a potential shift in control or significant investment activity in Serina Therapeutics, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can lead to volatility.

Key Numbers

• 35 — Amendment Number (Indicates this is the 35th amendment to the filing.)

Key Players & Entities

• Juvenescence Ltd (company) — Filing party
• Serina Therapeutics, Inc. (company) — Subject company
• AgeX Therapeutics, Inc. (company) — Former name of subject company
• David Gill (person) — Contact person for Juvenescence Limited

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $13.20 — ercisable at an exercise price equal to $13.20 per warrant for (i) one share of the Is
• $18.00 — ercisable at an exercise price equal to $18.00 per warrant for one share of common sto

Filing Documents

• tm2418833d1_sc13da.htm (SC 13D/A) — 44KB
• 0001104659-24-078084.txt ( ) — 46KB

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 3,530,374 shares of Common Stock, representing (i) 2,267,188 shares of Common Stock held directly by JuvVentures (UK) Limited, (ii) 129,593 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), (iii) 755,728 shares of Common Stock that may be acquired on exercise of the Post-Merger Warrants held by JuvVentures (UK) Limited and (iv) 377,865 shares of Common Stock that may be acquired on exercise of the Incentive Warrants held by JuvVentures (UK) Limited. This aggregate amount represents approximately 38.0% of the Issuer’s outstanding common stock, based upon 8,413,889 shares outstanding as of May 9, 2024, as reported on the Issuer’s Quarterly Report filed on Form 10-Q on May 14, 2024 and giving effect to the exercise of the Warrants. (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, Understandings or Relationships with Respect to Securities of the Issuer.

of the Original Statement is hereby supplemented as follows

Item 6 of the Original Statement is hereby supplemented as follows: On March 19, 2024, the Issuer issued 1,133,593 warrants (each, a “Post-Merger Warrant”) to JuvVentures (UK) Limited. Each Post-Merger Warrant is exercisable at an exercise price equal to $13.20 per warrant for (i) one share of the Issuer’s Common Stock and (ii) one warrant (each, an “Incentive Warrant”) and will expire on July 31, 2025. Each Incentive Warrant will be exercisable at an exercise price equal to $18.00 per warrant for one share of common stock, and will expire on the four-year anniversary of closing of the Merger. On June 6, 2024, pursuant to the terms of the previously disclosed Side Letter between the Issuer and Reporting Persons that was entered into concurrently with the Merger Agreement, the Reporting Person exercised outstanding Post-Merger Warrants to purchase 377,865 shares of the Issuer’s Common Stock at an exercise price of $13.20 per share. In addition to the shares of Common Stock, upon exercise of the Post-Merger Warrants, the Reporting Person also received incentive warrants to purchase 377,865 shares of Common Stock with an exercise price of $18.00 per share and expire on March 26, 2028.

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: July 5, 2024 JUVENESCENCE LIMITED By: /s/ Gregory H. Bailey Name: Gregory H. Bailey Title: Executive Chairman Date: July 5, 2024 JuvVentures (UK) Limited By: /s/ David Gill Name: David Gill Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR