Large owner Juvenescence Ltd exercised 377,865 shares at a strike of $13.20 and was granted 1,000,000 shares (SEC Form 4)
$SER
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Serina Therapeutics, Inc. [ SER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/06/2024 | M | 377,865 | A | $13.2 | 2,267,188(1)(2) | I | By Juv UK | ||
| Common Stock | 11/27/2024 | A | 500,000 | A | $10 | 2,767,188(1)(3) | I | By Juv UK | ||
| Common Stock | 01/31/2025 | A | 500,000 | A | $10 | 3,267,188(1)(3) | I | Bu Juv UK | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $13.2 | 06/06/2024 | M | 377,865 | (2) | (2) | Common Stock | 377,865 | (2) | 755,728 | I | By Juv UK | |||
| Warrants | $18 | 06/06/2024 | A | 377,865 | (2) | (2) | Common Stock | 377,865 | (2) | 377,865 | I | By Juv UK | |||
| Warrants | $13.2 | 11/27/2024 | D | 755,728 | (3) | (3) | Common Stock | 755,728 | (3) | 0 | I | By Juv UK | |||
| Warrants | $18 | 11/27/2024 | A | 377,864 | (3) | (3) | Common Stock | 377,864 | (3) | 377,864 | I | By Juv UK | |||
| Warrants | $18(3) | 01/31/2025 | A | 377,864 | (3) | (3) | Common Stock | 377,864 | (3) | 755,728 | I | By Juv UK | |||
| Explanation of Responses: |
| 1. As previously reported, on March 26, 2024, the Issuer (formerly known as "AgeX Therapeutics, Inc.") completed its merger transaction with, inter alia, Serina Therapeutics, Inc. (the "Merger"). Following the closing of the Merger, the Reporting Person held 1,889,323 shares of the Issuer's common stock, which shares are included in Column 5. These shares are held by the Reporting Person's wholly owned subsidiary, JuvVentures (UK) ("Juv UK"). Additional details about the Merger and the transactions described in this report can be found in the Issuer's and the Reporting Person's previous filings with the Commission. |
| 2. On June 6, 2024, the Reporting Person exercised 377,865 warrants at an exercise price of $13.20 per warrant (the "Original Warrants"), representing one-third of the of the Original Warrants, which were issued to the Reporting Person in connection with a warrant dividend effected on March 18, 2024, Upon such exercise, the Reporting Person was issued 377,865 shares of the Issuer's common stock and 377,865 new warrants to purchase the Issuer's common stock at an exercise price of $18.00 (the "June Warrants"). The remaining 755,728 Original Warrants were surrendered in connection with the November Agreement described in footnote 3 below. The June Warrants expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). Prior to their surrender, the Original Warrants also had an expiration date of March 26, 2028. |
| 3. On November 27, 2024, pursuant to certain agreements entered into among the Issuer, the Reporting Person and Juv UK dated November 26, 2024 (the "November Agreement"), the Reporting Person purchased 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and, in connection therewith, surrendered the Original Warrants and was issued 377,865 warrants to purchase shares of the Issuer's common stock (the "New Warrants"). The New Warrants have an exercise price of $18.00 per warrant, expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). On January 31, 2025, in accordance with the November Agreement, the Reporting Person purchased another 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and was issued 377,865 additional New Warrants. |
| /s/ Gregory Bailey, Executive Chairman of Juvenescence Ltd | 02/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||