Serina Therapeutics And AgeX Therapeutics To Merge

HUNTSVILLE, Ala. & ALAMEDA, Calif.–(BUSINESS WIRE)–Serina Therapeutics, a privately-held, clinical-stage biotechnology company developing a pipeline of therapies for the treatment of Parkinson’s Disease and other neurological diseases, entered into a merger agreement with AgeX Therapeutics on August 29, 2023, under which Serina will merge with a wholly-owned subsidiary of AgeX in an all-stock transaction. The combined company will continue under the Serina Therapeutics name and will focus on advancing Serina’s pipeline of small molecule drug candidates targeting central nervous system indications, enabled by the company’s proprietary POZ Platform™ delivery technology. In addition to advancing the company’s wholly-owned pipeline assets, Serina is working with companies in the pharmaceutical industry currently advancing pre-clinical studies exploring POZ polymer lipid-nanoparticles (“LNPs”) in next generation RNA vaccines.

“The merger with AgeX positions Serina to advance our CNS pipeline assets and expand our platform partnering opportunities,” said Milton Harris, PhD, Co-Founder and Chair of the Board of Serina. “We believe it represents the best path forward for Serina in accessing transformative capital to advance our platform technology. As a board director of the combined company, I look forward to collaborating with our new partners AgeX and Juvenescence, as we continue the work of translating our science into innovative therapeutics.”

“We are delighted to announce the proposed merger with Serina,” said Joanne M. Hackett, PhD, Chairperson and Interim Chief Executive Officer of AgeX. “The AgeX team thoroughly reviewed and evaluated numerous strategic alternatives for creating stockholder value, and we believe this transaction with Serina presented the most compelling option for our stockholders. We see exciting potential to generate novel drug candidates with the POZ Platform™ delivery technology.”

“Serina merging with AgeX is an important step towards recognizing the potential to develop the POZ Platform™ to deliver novel medicines and treatment modalities,” said Richard Marshall, Chief Executive Officer of Juvenescence Limited (“Juvenescence”). “We plan to leverage our deep pharmaceutical expertise and network to assist the combined company to reach its goal in maximizing value for stockholders.”

The combined company will focus on advancing Serina’s lead drug candidate (SER-252, POZ-apomorphine) for the treatment of advanced Parkinson’s Disease through pre-clinical studies, with the goal of submitting an investigational new drug submission (“IND”) to the Food and Drug Administration for the initiation of a Phase I clinical trial during the fourth quarter of 2024. Serina has two other pipeline assets that are positioned to enter IND enabling studies, SER-227 (POZ-buprenorphine) for certain post-operative pain indications and SER-228 (POZ-cannabidiol) for refractory epilepsy indications. Additionally, the combined company will focus on expanding Serina’s LNP and antibody drug conjugate (“ADC”) partnering collaborations.

About the Transaction, Management and Organization

Under the terms of the merger agreement, pending stockholder approval of the transaction, Serina will merge with a wholly-owned subsidiary of AgeX, and stockholders of Serina will receive shares of AgeX common stock (“merger”). AgeX following the merger is referred to herein as the “combined company.” The merger has been approved by the boards of directors of both companies and is expected to close in the first quarter of 2024, subject to customary closing conditions.

Upon completion of the merger, pre-merger AgeX stockholders are expected to own approximately 25% of the newly combined company while pre-merger Serina stockholders are expected to own approximately 75% of the newly combined company. The final percentage of the combined company owned by pre-merger Serina stockholders and pre-merger AgeX stockholders upon completion of the merger may be subject to certain adjustments and assumptions. As part of the merger, pre-merger AgeX stockholders will be issued Post-Merger Warrants. The Post-Merger Warrants issued to AgeX stockholder, Juvenescence, have a cash exercise requirement that will provide an additional $15 million in capital to the combined company in three equal tranches over the term of the warrant, which expires July 31, 2025. AgeX stockholders that exercise the Post-Merger Warrants will additionally receive Incentive Warrants that expire four (4) years after the merger closing date. The terms and conditions for each type of warrant will be further detailed in the forms of warrant agreements that will be negotiated between the parties prior to the merger closing date.

Prior to the execution of the merger agreement, AgeX invested $10 million in Serina through the purchase of a Senior Convertible Loan Note (“CLN”) described on the Current Report on Form 8-K that AgeX filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2023. Immediately prior to completion of the merger, the CLN will be converted into Serina capital stock as a capital contribution. It is expected that the funds provided by the CLN, together with the additional $15 million of proceeds from the Juvenescence required warrant cash exercises, will provide working capital for the combined company to help fund operations into calendar year 2026.

Following the merger, it is anticipated that the combined company will be led by a new Chief Executive Officer (“CEO”). Current members of the executive team of Serina are expected to continue in key leadership roles, including Dr. Randall Moreadith as the Chief Science Officer, and Dr. Tacey Viegas as Chief Operating Officer and Secretary. Serina’s current Chief Financial Officer (“CFO”) Steve Ledger is expected to serve as the interim CEO of the combined company until such time as the new CEO is hired. AgeX’s current CFO, Andrea Park, is expected to serve as the interim CFO and Chief Accounting Officer of the combined company until such time as the new CFO is hired, and is then expected to continue in the role of Chief Accounting Officer. The board of directors will be comprised of seven directors and are expected to include AgeX director Dr. Gregory Bailey, Juvenescence CEO Dr. Richard Marshall, Serina’s directors Dr. J. Milton Harris and Steve Ledger, and the Buck Institute for Aging’s Vice President of Business and Technology Advancement Remy Gross III. Two additional directors will be appointed in accordance with the merger agreement to fill the remaining seats on the board of directors.

Upon completion of the transaction, the combined company will operate under the Serina Therapeutics name, and the combined company’s common stock is expected to trade on the NYSE American under the ticker symbol “SER.” The corporate headquarters will be in Huntsville, Alabama.

Gibson, Dunn & Crutcher LLP is providing legal counsel to AgeX. Bradley Arant Boult Cummings LLP is legal counsel to Serina.

About Serina Therapeutics

Serina is a clinical-stage biotechnology company developing a pipeline of wholly-owned drug product candidates to treat neurological diseases and pain. Serina’s POZ Platform™ delivery technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs, enabling the potential of certain challenging small molecules, while addressing the limitations of polyethylene glycol (“PEG”) and other biocompatible polymers. Our POZ Platform™ partners are at the forefront in advancing LNP delivery technology to develop novel RNA therapeutics. Serina is headquartered in Huntsville, Alabama on the campus of the HudsonAlpha Institute of Biotechnology. For more information, please visit https://serinatherapeutics.com.

About AgeX Therapeutics

AgeX has been focused on developing and commercializing innovative therapeutics to treat human diseases to increase health span and combat the effects of aging. For more information, please visit http://agexinc.com.