10-K/A: Serina Therapeutics Amends 2025 10-K for Auditor Consent
Amendment to Annual Report
Serina Therapeutics, Inc. filed an Amendment No. 1 to its 2025 Annual Report on Form 10-K to correct an inadvertently incorrect Auditor Consent and include new certifications from its principal executive and financial officers.
Summary
- This Amendment No. 1 (Form 10-K/A) revises the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed on March 25, 2026.
- The primary purpose is to replace an incorrect version of Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm (Frazier & Deeter, LLC), with the correct version.
- New certifications from the Chief Executive Officer, Steve Ledger, and the Chief Financial Officer, Gregory S. Curhan, are included as required by Rule 12b-15 under the Securities Exchange Act of 1934 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
- No other disclosures from the Original 10-K have been modified or updated, and the amendment does not reflect events occurring after the original filing date.
- As of March 18, 2026, there were 12,314,159 shares of common stock outstanding.
- The aggregate market value of voting common stock held by non-affiliates on June 30, 2025, was $21.8 million.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it demonstrates the company's commitment to regulatory compliance by promptly correcting a minor administrative error in its annual filing.
Positives
- The company is proactively addressing a filing error by submitting a corrected Auditor Consent, demonstrating commitment to regulatory compliance.
- New certifications from the CEO and CFO reaffirm the accuracy and completeness of the financial information and the effectiveness of internal controls.
Negatives
- The initial filing contained an incorrect Auditor Consent, indicating a minor administrative oversight in the original submission.
Future Outlook
The amendment explicitly states that it does not reflect events occurring after the date of the Original 10-K and does not modify or update any forward-looking statements.
Management Comments
- "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report." (Steve Ledger, CEO, and Gregory S. Curhan, CFO)
- "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report." (Steve Ledger, CEO, and Gregory S. Curhan, CFO)
- "The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended." (Steve Ledger, CEO, and Gregory S. Curhan, CFO)
- "The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company." (Steve Ledger, CEO, and Gregory S. Curhan, CFO)
Industry Context
StockSavvy.ai notes that this filing is a routine compliance amendment common in public company reporting. It does not provide new operational or strategic insights, but rather ensures the integrity of previously filed financial statements by correcting a technical error. Such amendments are standard practice for maintaining accurate public records.
Comparison to Industry Standards
- This filing is a technical correction to an annual report, not a performance update. Therefore, direct comparison to industry-specific operational or financial benchmarks is not applicable. The correction of an auditor consent is a procedural matter that all public companies must handle diligently.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Reaffirmation | New certifications from the CEO and CFO reaffirm the effectiveness of disclosure controls and procedures and internal control over financial reporting, as well as the absence of significant deficiencies, material weaknesses, or fraud involving management. | March 27, 2026 | Enhances confidence in the integrity of financial reporting and internal controls, reinforcing corporate governance standards. |
Related Party Transactions
- A Convertible Note, dated September 9, 2025, between Serina Therapeutics, Inc. and Gregory Bailey (a director), is listed as an exhibit incorporated by reference.
Stakeholder Impact
- Shareholders: Provides assurance of regulatory compliance and accurate financial reporting through the corrected auditor consent and renewed management certifications. No direct impact on operational or financial performance.
- Regulatory Authorities: Demonstrates adherence to SEC filing requirements by correcting a technical error.
Next Steps
- Filing of the definitive proxy statement for the 2026 Annual Meeting of Stockholders within 120 days of December 31, 2025.
Key Dates
| Date | Description |
|---|---|
| 2022-02-14 | Date of Warrant Agreement (Form of Warrant included). |
| 2022-12-12 | Amendment to AgeX Therapeutics, Inc. 2017 Equity Incentive Plan. |
| 2023-08-29 | Agreement and Plan of Merger and Reorganization by and among AgeX Therapeutics, Inc., Canaria Transaction Corporation and Serina Therapeutics, Inc. |
| 2024-04-01 | Amended and Restated Certificate of Incorporation and Bylaws of Serina Therapeutics, Inc. and Director Compensation Policy effective. |
| 2024-04-12 | Executive Chairman Agreement with Balkrishan 'Simba' Gill. |
| 2024-05-03 | Letter of WithumSmith+Brown, PC to the SEC. |
| 2024-05-31 | Confidential Consulting Agreement with FLG Partners, LLC. |
| 2024-07-15 | Employment Agreement with Srini Tenjarla. |
| 2024-09-09 | Employment Agreement with Steve Ledger. |
| 2025-01-31 | New Form of Warrant Agreement. |
| 2025-04-10 | Certificate of Designations. |
| 2025-05-22 | Certificate of Correction. |
| 2025-06-30 | Last trading day of the registrant's second fiscal quarter of 2025, used for market value calculation. |
| 2025-09-09 | Convertible Note with Gregory Bailey. |
| 2025-12-31 | Fiscal year ended for the Annual Report on Form 10-K. |
| 2026-03-18 | Date for outstanding common stock count (12,314,159 shares). |
| 2026-03-25 | Original 10-K filing date and date of Frazier & Deeter, LLC's report on consolidated financial statements. |
| 2026-03-27 | Signing date of this Amendment No. 1 by management and directors. |
Keywords
Serina Therapeutics, 10-K/A, SEC Filing, Auditor Consent, Financial Reporting, Corporate Governance, Compliance, Amendment, SER, NYSE American
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