DEF: Serina Therapeutics Seeks Shareholder Approval for $20M Financing

Serina Therapeutics, Inc. is holding its Annual Meeting to elect directors, ratify auditors, and approve a significant common stock issuance tied to a $20 million convertible note and warrants to fund clinical trials.

Summary

• The Annual Meeting of Stockholders will be held virtually on Friday, November 7, 2025, at 11:00 a.m. Central Time.
• Stockholders will vote on the election of two Class II directors, Steve Ledger and Karen J. Wilson, to serve until the 2028 Annual Meeting.
• The meeting includes a proposal to ratify the appointment of Frazier & Deeter, LLC as the independent registered public accountants for the fiscal year ending December 31, 2025.
• A key proposal seeks stockholder approval, as required by NYSE American listing rules, for the potential issuance of common stock in connection with the exercise of certain Convertible Note and Warrants.
• The company, formerly AgeX Therapeutics, Inc., completed a merger with Legacy Serina Therapeutics, Inc. on March 26, 2024, and subsequently changed its name.
• The company reported a net loss of $(11,141) thousand for the fiscal year ended December 31, 2024, a significant increase from $(30) thousand in 2023.
• The Cumulative Total Shareholder Return (TSR) for a $100 fixed investment was $(44) for the period ending December 31, 2024, compared to $5,269 for the period ending December 31, 2023.

Sentiment

Score: 4

Explanation: While the company has secured crucial financing for its clinical programs, the substantial increase in net loss and negative Total Shareholder Return indicate poor financial performance. The capital raise, though necessary, comes with significant dilution risk for existing shareholders. The sentiment is cautiously negative, balancing the critical funding with the underlying financial challenges and potential shareholder impact.

Positives

• Secured an unsecured convertible note for up to $20 million and associated warrants to fund critical clinical milestones for the SER-252 therapeutic program.
• The financing structure allows for capital development in tranches tied to trial progress, providing flexibility to access additional non-dilutive and strategic funding.
• The Board of Directors has separated the positions of Chairman and Chief Executive Officer, enhancing board independence and objective oversight of management.
• The company has adopted a Clawback Policy for executive compensation, aligning with NYSE American guidelines to promote accountability and accurate financial reporting.
• New directors with extensive experience in neuroscience drug development, successful biotech ventures, and pharmaceutical R&D leadership have been appointed to the Board.

Negatives

• Reported a substantial net loss of $(11,141) thousand for the fiscal year ended December 31, 2024, a significant increase from $(30) thousand in 2023.
• The Cumulative Total Shareholder Return (TSR) for a $100 investment declined to $(44) by the end of 2024, indicating a significant loss in shareholder value.
• The proposed issuance of common stock related to the Convertible Note and Warrants will have a dilutive effect on existing stockholders, potentially impacting voting power, liquidation value, book value, and economic rights.
• The potential for a greater number of shares eligible for sale in public markets due to the issuance could create an 'overhang' and depress the market price of common stock.
• Juvenescence Limited, a greater than 5% stockholder, filed a late Form 4 on May 18, 2024, to report warrants issued on April 25, 2023, indicating a compliance lapse.

Risks

• Failure to obtain stockholder approval for the Convertible Note and Warrants Proposal would limit financial and corporate flexibility, potentially leading to a material adverse effect on financial condition.
• The issuance of common stock upon conversion of the Convertible Note and exercise of Warrants will have a dilutive effect on existing stockholders, potentially reducing voting power, liquidation value, book value, and economic rights.
• A greater number of shares eligible for sale in public markets due to the issuance could create an 'overhang' and depress the market price of common stock.
• The company's executive compensation program is continuously reviewed to ensure it does not encourage unnecessary or excessive risk-taking, despite measures like fixed salaries and long-term equity vesting.

Future Outlook

The company's future outlook is focused on advancing its SER-252 therapeutic through critical clinical milestones towards registration. The recently secured $20 million convertible note and warrants are intended to provide the necessary resources, with funding tranches aligned with trial progress. This strategy aims to maintain financial flexibility while pursuing key development objectives.

Management Comments

• "I look forward to meeting all stockholders who are able to attend." Steve Ledger, Chief Executive Officer.
• "Management will report on current operations, and there will be an opportunity for discussion concerning Serina and its activities." Steve Ledger, Chief Executive Officer.
• "The purpose of the transaction is to provide the necessary resources to advance SER-252 through critical clinical milestones on the path toward registration."
• "The financing allows the Company to develop capital in step with trial progress, while maintaining flexibility to access additional non-dilutive and strategic funding."

Industry Context

The company operates in the life sciences sector, specifically focusing on novel therapeutics targeting central nervous system diseases. The financing strategy, which ties capital raises to clinical milestones for its SER-252 program, is a common approach in the biotechnology industry to fund high-risk, high-reward drug development. The board's composition, featuring individuals with extensive experience in bioscience, pharmaceuticals, corporate management, and venture capital, reflects the interdisciplinary expertise required to navigate the complex scientific, regulatory, and financial challenges inherent in this industry.

Comparison to Industry Standards

• Stephen Brannan, M.D., a newly appointed director, previously served as Chief Medical Officer at Karuna Therapeutics, where he led the clinical strategy for KarXT, a schizophrenia treatment, which contributed to Karuna's $14 billion acquisition by Bristol Myers Squibb in 2024.
• Jay Venkatesan, M.D., a newly appointed director, co-founded Alpine Immune Sciences, which was acquired by Vertex Pharmaceuticals for $4.9 billion in May 2024, demonstrating successful venture creation and exit in the biotech space.
• Richard Marshall, CBE, M.D., Ph.D., a director, has a 20-year track record in pharmaceutical R&D leadership, including overseeing the development and approval of five new medicines at AstraZeneca plc, such as the SARS CoV-2 vaccine, Vaxzevria, and combination antibody, EvushieldTM.

Management Changes

Corporate Governance

Related Party Transactions

• On March 26, 2024, AgeX transferred assets (including interests in Reverse Bioengineering, Inc. and ReCyte Therapeutics, Inc., and intellectual property) to UniverXome Bioengineering, Inc. UniverXome assumed AgeX's obligations under a convertible note previously issued to Juvenescence. Juvenescence released AgeX from these obligations and security interests in certain assets.
• Juvenescence provided AgeX a $13,160,000 line of credit via a Secured Convertible Promissory Note in February 2022, which UniverXome later assumed. This note was amended multiple times in 2024, providing additional credit, with total borrowings reaching $26,485,000 by June 30, 2024.
• On November 26, 2024, Juvenescence Limited and JuvVentures (UK) Limited agreed to purchase 1,000,000 shares of common stock for $10 million and warrants for 755,728 shares, with closings on November 27, 2024, and January 31, 2025. This transaction replaced previous warrant exercise requirements.
• On December 23, 2024, the company sold its subsidiary UniverXome to Juvenescence. As consideration, Juvenescence assumed UniverXome's net assets and approximately $11.3 million of secured debt (the convertible note owed by UniverXome to Juvenescence).
• On April 8, 2025, the company issued Series A Convertible Preferred Stock in a private placement for approximately $5 million to certain investors, including Gregory H. Bailey, M.D. (a director and executive chairman of Juvenescence) and Jay Venkatesan, M.D. (a director).
• On September 9, 2025, the company entered into an unsecured convertible note for up to $20 million with certain investors, including Gregory H. Bailey, M.D. Warrants will be issued alongside funding.

Stakeholder Impact

• **Shareholders**: Will experience significant dilution if the Convertible Note and Warrants Proposal is approved and the securities are converted/exercised, impacting voting power, liquidation value, book value, and economic rights. The potential for increased shares in the market could also depress stock price.
• **Investors (Convertible Note/Warrants Holders)**: Will provide crucial funding for clinical development and have the option to convert debt/warrants into common stock, potentially gaining a significant equity stake.
• **Management/Employees**: Compensation structure includes fixed salaries, performance bonuses, and long-term equity awards, aiming to align interests with company performance. The Clawback Policy adds accountability.
• **Customers/Patients (Future)**: The financing is intended to advance the SER-252 therapeutic through clinical milestones, potentially leading to new treatments for central nervous system diseases.
• **Creditors**: The 2025 Convertible Note constitutes senior unsecured obligations, ranking senior to expressly subordinated debt and pari passu with other unsecured debt.

Next Steps

• Hold the Annual Meeting of Stockholders virtually on November 7, 2025, to vote on director elections, auditor ratification, and the Convertible Note and Warrants Proposal.
• Elect two Class II directors, Steve Ledger and Karen J. Wilson, to hold office until the 2028 Annual Meeting.
• Ratify the appointment of Frazier & Deeter, LLC as the independent registered public accountants for the fiscal year ending December 31, 2025.
• Obtain stockholder approval for the issuance of common stock related to the Convertible Note and Warrants to ensure continued access to the $20 million financing.
• Advance the SER-252 therapeutic through critical clinical milestones, with funding tranches from the convertible note tied to patient enrollment and dosing in the SER-252-1b registrational clinical study.
• Stockholders intending to present proposals for the 2026 Annual Meeting must notify management by December 31, 2025, for inclusion in the proxy statement.

Key Dates

Recommendation

The company is in a critical phase of clinical development for SER-252, and the secured $20 million financing is essential for advancing these programs. However, the substantial net loss in 2024 and negative Total Shareholder Return indicate significant operational challenges and a decline in shareholder value. The proposed capital raise, while necessary, carries a high risk of dilution for existing shareholders. Given the early stage of clinical assets and the financial performance, a 'hold' recommendation is appropriate. Investors should monitor the progress of SER-252 clinical trials and the impact of the dilution, as well as future financial results, before making further investment decisions. The company has secured funding for its immediate needs, but the path to profitability and sustained shareholder value is uncertain and long-term.

Keywords

Serina Therapeutics, SEC Filing, Proxy Statement, Annual Meeting, Convertible Note, Warrants, Stockholder Approval, Clinical Trials, SER-252, Biotechnology, Pharmaceuticals, Corporate Governance, Executive Compensation, Dilution, NYSE American, Frazier & Deeter, Juvenescence