Juvenescence Ltd Amends Serina Therapeutics Stake

TL;DR

Juvenescence Ltd just updated its Serina Therapeutics stake filing - watch this space.

AI Summary

Juvenescence Ltd, through its subsidiary JUVVENTURES (UK) LTD, has filed an amendment (Amendment No. 36) to its Schedule 13D concerning Serina Therapeutics, Inc. The filing, dated December 9, 2024, indicates a change in beneficial ownership. Juvenescence Ltd is based in Ramsey, Isle of Man, and Serina Therapeutics, Inc. is located in Huntsville, AL.

Why It Matters

This filing signals a potential shift in control or significant investment activity by Juvenescence Ltd in Serina Therapeutics, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes or activist intentions, which can introduce volatility and uncertainty for investors.

Key Numbers

• Amendment No. 36 — Filing Amendment (Indicates ongoing updates to ownership filings)

Key Players & Entities

• Juvenescence Ltd (company) — Filing party
• JUVVENTURES (UK) LTD (company) — Subsidiary of Juvenescence Ltd
• Serina Therapeutics, Inc. (company) — Subject company
• David Gill (person) — Contact person for Juvenescence Ltd

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $10.00 — f Common Stock at the purchase price of $10.00 per share, for an aggregate amount of $
• $10 million — 0 per share, for an aggregate amount of $10 million in two Tranches as described below, alo
• $18.00 — of Common Stock at an exercise price of $18.00 per share (the “Replacement Incen
• $5 m — res of Common Stock for an aggregate of $5 million, and the issuance of the correspo
• $5 million — rants for a second aggregate payment of $5 million (the “Second Tranche” and,

Filing Documents

• tm2430295d2_sc13da.htm (SC 13D/A) — 47KB
• 0001104659-24-126791.txt ( ) — 48KB

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 4,530,374 shares of Common Stock, representing (i) 3,267,188 shares of Common Stock held directly by JuvVentures (UK) Limited, including the two Tranches of New Shares, (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 Replacement Incentive 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 42.0% of the Issuer’s outstanding common stock, based upon 8,891,976 shares outstanding as of November 7, 2024, as reported on the Issuer’s Quarterly Report filed on Form 10-Q on November 12, 2024 and giving effect to the exercise of the Warrants and taking into account the two Tranches of New Shares as described in Item 6. (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 November 26, 2024, the Issuer and the Reporting Persons entered into an agreement (the “New Agreement”) pursuant to which the Reporting Persons purchased shares of the Issuer’s Common Stock and warrants to purchase Common Stock for cash and the surrender by JuvVentures (UK) Limited of the previously issued Post-Merger Warrants. The New Agreement also provided for certain amendments, as described below, to that certain previously disclosed Side Letter between the Issuer and the Reporting Persons that was entered into concurrently with the Merger Agreement. Pursuant to the New Agreement, the Reporting Persons agreed to purchase from the Issuer 1,000,000 shares of Common Stock at the purchase price of $10.00 per share, for an aggregate amount of $10 million in two Tranches as described below, along with warrants to purchase an additional 755,728 shares of Common Stock at an exercise price of $18.00 per share (the “Replacement Incentive Warrants”). The Replacement Incentive Warrants expire on March 26, 2028, and have substantially the same terms and conditions as the surrendered Incentive Warrants. The closing on the first tranche of 500,000 shares of Common Stock for an aggregate of $5 million, and the issuance of the corresponding Replacement Incentive Warrants occurred on November 27, 2024 (the “First Tranche”). Under the New Agreement, the Reporting Persons also agreed to purchase the second tranche of 500,000 shares of Common Stock and the corresponding Replacement Incentive Warrants for a second aggregate payment of $5 million (the “Second Tranche” and, together with the First Tranche, the “Tranches”). In connection with the First Tranche closing, the Reporting Persons pledged 122,136 shares of Common Stock to the Issuer as security for the closing of the Second Tranche. If the Second Tranche closing does not occur on or befo

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: December 9, 2024 JUVENESCENCE LIMITED By: /s/ Gregory H. Bailey Name: Gregory H. Bailey Title: Executive Chairman Date: December 9, 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