SEC Form 424B3 filed by Serina Therapeutics Inc.

11/22/24 4:15:38 PM ET

$SER

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $SER alert in real time by email

424B3 1 form424b3.htm

Filed pursuant to Rule 424(b)(3)

Registration No: 333- 279121

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated July 9, 2024)

Serina Therapeutics, Inc.

Primary Offering of

Up to 3,000,568 Shares of common stock Issuable Upon Exercise of Warrants

and Up to 1,500,284 Warrants to Purchase Shares of common stock

and

Secondary Offering of

Up to 1,889,321 Shares of common stock Issuable Upon Exercise of Warrants

and Up to 2,267,188 Shares of common stock outstanding

This prospectus supplement supplements the prospectus dated July 9, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-279121). This prospectus supplement is being filed to update the prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024 (the “Quarterly Report”). The text of the Quarterly Report and those exhibits filed as part of the Quarterly Report are attached to and a part of this prospectus supplement.

The Prospectus and this prospectus supplement relates to the offer and sale from time to time by us of up to: (i) 1,500,284 shares of common stock issuable upon the exercise of Post-Merger Warrants which are exercisable at a price of $13.20 per share; (ii) 1,500,284 Incentive Warrants; and (iii) 1,500,284 shares of common stock issuable upon the exercise of Incentive Warrants which are exercisable at a price of $18.00 per share (together, the Post-Merger Warrants and the Incentive Warrants are referred to as the “Warrants”).

The Prospectus and this prospectus supplement also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “selling securityholders”) of up to 4,156,509 shares of our common stock consisting of (i) up to 755,728 shares of our common stock issuable upon the exercise of 755,728 Post-Merger Warrants; (ii) up to 1,133,593 shares of our common stock issuable upon the exercise of 1,133,593 Incentive Warrants; and (iii) up to 2,267,188 shares of our common stock outstanding as of the date hereof.

The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or the Warrants. See “Plan of Distribution” beginning on page 165 of the Prospectus.

Our registration of the securities covered by the Prospectus and this prospectus supplement does not mean that either we or the selling securityholders will issue, offer or sell, any of the securities.

Our common stock is listed on the NYSE American Market under the symbol “SER.” On November 21, 2024, the last reported sales price of our common stock was $5.26 per share.

This prospectus supplement should be read in conjunction with the Prospectus, and this prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus dated July 9, 2024 with respect to the securities described above, including any amendments or supplements thereto.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.

Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 5 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 22, 2024.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-38519

Serina Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-1436829

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (256) 327-9630

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.0001 per share		SER		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares common stock outstanding as of November 7, 2024 was 8,891,976, par value $0.0001 per share.

			Page Number
Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
	Item 4.	Controls and Procedures	44

Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
	Item 3.	Default Upon Senior Securities	46
	Item 4.	Mine Safety Disclosures	46
	Item 5.	Other Information	47
	Item 6.	Exhibits	47

	September 30, 2024			December 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,185		$	7,619
Grant receivable		14			—
Prepaid expenses and other current assets		2,224			—
Total current assets		5,423			7,619

Restricted cash		50			—
Property and equipment, net		519			573
Right of use assets - operating leases		509			666
Right of use assets - finance leases		92			110
Intangible assets, net		509			—
Other long-term prepaid assets		333			—
TOTAL ASSETS	$	7,435		$	8,968

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,695		$	580
Accrued expenses		1,159			583
Loans due to Juvenescence, net of debt issuance costs		10,462			—
Other current liabilities		198			250
Total current liabilities		13,514			1,413

Warrant liability		6,744			—
Loans due to Juvenescence, net of current portion		693			—
Convertible promissory notes, at fair value		—			2,983
Operating lease liabilities, net of current portion		312			461
Finance lease liabilities, net of current portion		—			1
TOTAL LIABILITIES		21,263			4,858

Commitments and contingencies (Note 11)

Redeemable convertible preferred stock:
Redeemable convertible preferred stock, $0.01 par value; 10,000 authorized; none and 3,438 issued and outstanding at September 30, 2024 and December 31, 2023, respectively; Liquidation preference of none and $36,982 at September 30, 2024 and December 31, 2023, respectively		—			36,404
Stockholders’ deficit:
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023, respectively;		—			—
Common stock, $0.0001 par value, 40,000 shares authorized; and 8,892 and 2,410 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively;		1			25
Additional paid-in capital		8,000			858
Accumulated deficit		(21,775	)		(33,177	)
Total Serina Therapeutics, Inc. stockholders’ deficit		(13,774	)		(32,294	)
Noncontrolling interest		(54	)		—
Total stockholders’ deficit		(13,828	)		(32,294	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT	$	7,435		$	8,968

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
REVENUES
Grant revenues	$	14		$	29		$	70		$	66
Total revenues		14			29			70			66

OPERATING EXPENSES
Research and development		2,415			603			5,115			1,481
General and administrative		2,911			889			6,454			1,955
Total operating expenses		5,326			1,492			11,569			3,436

Loss from operations		(5,312	)		(1,463	)		(11,499	)		(3,370	)

OTHER INCOME (EXPENSE), NET
Interest expense		(16	)		(100	)		(509	)		(382	)
Fair value inception adjustment on convertible promissory note		—			—			—			2,240
Change in fair value of convertible promissory notes		—			2,614			(7,017	)		4,477
Change in fair value of warrants		6,669			596			10,385			1,059
Other income, net		42			105			185			194
Total other income, net		6,695			3,215			3,044			7,588

NET INCOME (LOSS)		1,383			1,752			(8,455	)		4,218
Net loss attributable to noncontrolling interest		27			—			54			—

NET INCOME (LOSS) ATTRIBUTABLE TO SERINA THERAPEUTICS, INC.	$	1,410		$	1,752		$	(8,401	)	$	4,218

NET EARNINGS (LOSS) PER COMMON SHARE:
BASIC	$	0.16		$	0.80		$	(1.24	)	$	1.94
DILUTED	$	0.13		$	0.23		$	(1.24	)	$	0.57

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC		8,851			2,190			6,774			2,176
DILUTED		10,751			7,584			6,774			7,548

	Redeemable Preferred Stock						Common Stock
	Number of Shares			Amount			Number of Shares			Par Value			Additional Paid-In Capital			Accumulated Deficit			Noncontrolling Interest			Total Stockholders’ Deficit
BALANCE AT DECEMBER 31, 2023		3,438		$	36,404			2,410		$	25		$	858		$	(33,177	)		—		$	(32,294	)
Issuance of common stock upon exercise of stock options		—			—			64			1			3			—			—			4
Issuance of common stock upon conversion of preferred stock		(3,438	)		(36,404	)		3,438			35			36,369			—			—			36,404
Issuance of common stock upon conversion of AgeX-Serina Note		—			—			616			6			10,715			—			—			10,721
Cancellation of common stock upon consummation of Merger on March 26, 2024		—			—			(6,528	)		(67	)		(47,833	)		37,179			—			(10,721	)
Merger and issuance of common stock to Legacy Serina shareholders upon consummation of Merger on March 26, 2024		—			—			8,414			1			960			—			—			961
Deemed dividend from issuance of warrants		—			—			—			—			(1,125	)		(17,376	)		—			(18,501	)
Stock-based compensation		—			—			—			—			53			—			—			53
Net loss		—			—			—			—			—			(15,015	)		—			(15,015	)
BALANCE AT MARCH 31, 2024		—			—			8,414			1			—			(28,389	)		—			(28,388	)
Issuance of common stock upon exercise of Post-Merger Warrants		—			—			378			—			6,360			—			—			6,360
Stock-based compensation		—			—			—			—			458			—			—			458
Transactions with noncontrolling interests		—			—			—			—			3						(3	)		—
Net income (loss)		—			—			—			—			—			5,204			(27	)		5,177
BALANCE AT JUNE 30, 2024		—			—			8,792			1			6,821			(23,185	)		(30	)		(16,393	)
Issuance of common stock upon exercise of stock options		—			—			100			—			86			—			—			86
Stock-based compensation		—			—			—			—			1,096			—			—			1,096
Transactions with noncontrolling interests		—			—			—			—			(3	)		—			3			—
Net income (loss)		—			—			—			—			—			1,410			(27	)		1,383
BALANCE AT SEPTEMBER 30, 2024		—		$	—			8,892		$	1		$	8,000		$	(21,775	)	$	(54	)	$	(13,828	)

	Nine Months Ended September 30,
	2024			2023
OPERATING ACTIVITIES:
Net income (loss)	$	(8,455	)	$	4,218
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		138			84
Non-cash lease expense		174			139
Non-cash interest expense on convertible promissory note		163			382
Amortization of debt issuance costs		337			—
Stock-based compensation		1,607			25
Fair value inception adjustment on convertible promissory note		—			(2,240	)
Change in fair value of convertible promissory notes		7,017			(4,477	)
Change in fair value of warrants		(10,385	)		(1,059	)
Changes in operating assets and liabilities:
Grant receivable		51			—
Prepaid expenses and other current assets		(2,449	)		2
Accounts payable		(712	)		523
Accrued expenses		132			(62	)
Operating lease liabilities		(166	)		(132	)
Net cash used in operating activities		(12,548	)		(2,597	)

INVESTING ACTIVITIES:
Purchase of equipment		(17	)		(434	)
Net cash used in investing activities		(17	)		(434	)

FINANCING ACTIVITIES:
Drawdown on loan facilities from Juvenescence		2,933			—
Cash and restricted cash acquired in connection with the Merger		337			—
Proceeds from the exercise of stock options		90			15
Proceeds from the exercise of Post-Merger Warrants by Juvenescence		4,988			—
Proceeds from the issuance of convertible promissory notes		—			10,100
Principal repayment on loan facilities to Juvenescence		(133	)		—
Principal repayments on finance lease liabilities		(34	)		(35	)
Net cash provided by financing activities		8,181			10,080

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	(4,384	)	$	7,049

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the period	$	7,619		$	532
At end of the period	$	3,235		$	7,581

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	2		$	4
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Right of use asset acquired in exchange for operating lease liabilities	$	—		$	672
Issuance of common stock upon conversion of Preferred Stock	$	36,404		$	—
Issuance of common stock upon conversion of AgeX-Serina Note	$	10,721		$	—
Merger and issuance of common stock upon consummation of Merger on March 26, 2024	$	961		$	—
Deemed dividend from issuance of warrants	$	1,125		$	—

	●	Level 1: Quoted prices in active markets for identical assets or liabilities.

	●	Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

	●	Level 3: Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.

	September 30, 2024		December 31, 2023
Prepaid technology access fee	$	1,334	$	—
Prepaid insurance		375		—
Other prepaid expenses		372		—
Other current assets		143		—
Total prepaid expenses and other current assets	$	2,224	$	—

	September 30, 2024			December 31, 2023
Computer equipment	$	31		$	30
Equipment		853			837
Software		96			96
Total property and equipment		980			963
Less accumulated depreciation		(461	)		(390	)
Total property and equipment, net	$	519		$	573

	September 30, 2024
Intangible assets	$	576
Accumulated amortization		(67	)
Total intangible assets, net	$	509

Year Ending December 31,	Amortization Expense
2024	$	33
2025		131
2026		131
2027		131
Thereafter		83
Total	$	509

	September 30, 2024		December 31, 2023
Accrued severance	$	606	$	—
Accrued interest on convertible promissory notes		—		558
Accrued compensation		201		13
Other accrued expenses		352		12
Total accrued expenses	$	1,159	$	583

	Principal		Origination Fee		Total Debt		Unamortized Debt Issuance Costs			Total Debt, Net
Current
2022 Secured Note	$	9,692	$	778	$	10,470	$	(8	)	$	10,462
Non-current
2023 Secured Note		—		693		693		—			693
Total debt, net	$	9,692	$	1,471	$	11,163	$	(8	)	$	11,155

	Balance at September 30, 2024		Level 1		Level 2		Level 3
Liabilities:
Warrant liability	$	6,744	$	—	$	—	$	6,744
Total	$	6,744	$	—	$	—	$	6,744

	AgeX-Serina Note			Serina Convertible Notes
Balance as of December 31, 2023	$	2,983		$	—
Notes converted into common stock		(10,000	)		—
Change in fair value		7,017			—
Balance as of September 30, 2024	$	—		$	—

	AgeX-Serina Note			Serina Convertible Notes
Balance as of December 31, 2022	$	—		$	1,617
Convertible debt issuance		10,000			100
Inception adjustment		(2,240	)		—
Notes converted to Series A-5 pref. stock		—			(963	)
Notes converted to warrants		—			(175	)
Change in fair value		(3,898	)		(579	)
Balance as of September 30, 2023	$	3,862		$	—

	Merger Warrants			Assumed Warrants
Balance as of December 31, 2023	$	—		$	—
Fair value at inception		18,501			—
Exercise		(1,372	)		—
Change in fair value		(10,385	)		—
Balance as of September 30, 2024	$	6,744		$	—

Balance as of December 31, 2022	$	—		$	1,077
Change in fair value		—			(1,059	)
Balance as of September 30, 2023	$	—		$	18

	September 30, 2024			September 30, 2023
Expected volatility		99.15% -123.57	%		97.0% - 99	%
Expected term (in years)		0.8 – 3.49			0.30 - 0.8
Risk-free interest rate		3.58% - 4.45	%		5.09% - 5.55	%
Expected dividend yield		0.00	%		0.00	%

Preference Order	Designation	Shares Designated		Shares Issued and Outstanding		Issue Price per Share		Carrying Value		Liquidation Preference
#1	Series A Preferred Stock		391		391	$	5.12	$	2,000	$	2,002
#2	Series A-1 Preferred Stock		293		293		6.82	$	1,998	$	1,998
#3	Series A-2 Preferred Stock		1,091		1,091		10.17	$	11,085	$	11,095
#4	Series A-3 Preferred Stock		487		487		12.80	$	6,240	$	6,234
#5	Series A-4 Preferred Stock		702		702		13.31	$	9,347	$	9,344
#6	Series A-5 Preferred Stock		1,954		474		13.31	$	5,734	$	6,309
			4,918		3,438			$	36,404	$	36,982

	Post-Merger Warrants			Incentive Warrants
Balance at December 31, 2023		-			-
Warrants issued		1,500			378
Warrants exercised		(378	)		-
Warrants outstanding at September 30, 2024		1,122			378

	Number of Options Outstanding			Weighted- Average Exercise Price (per share)
Balance at December 31, 2023		1,716		$	0.06
Assumption of options in connection with the Merger		12		$	24.04
Granted		1,653		$	9.16
Exercised		(164	)	$	0.06
Cancelled/Forfeited		(1	)	$	26.48
Balance at September 30, 2024		3,216		$	4.82
Options exercisable at September 30, 2024		1,598		$	0.49

SEC Form 424B3 filed by Serina Therapeutics Inc.

Chat with this insight

Recent Analyst Ratings for $SER

$SER Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Bailey Gregory bought $6,851 worth of shares (1,137 units at $6.03), increasing direct ownership by 2% to 63,377 units (SEC Form 4)

Director Bailey Gregory bought $88,257 worth of shares (14,388 units at $6.13), increasing direct ownership by 30% to 62,240 units (SEC Form 4)

Director Mintz Steven bought $38,814 worth of shares (6,000 units at $6.47) (SEC Form 4)

$SER Press Releases

Fastest customizable press release news feed in the world

$SER Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

$SER Large Ownership Changes

This live feed shows all institutional transactions in real time.

$SER Leadership Updates

Live Leadership Updates

$SER SEC Filings

Serina Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Highlights

Serina Therapeutics Makes Grants to New Employees Under Inducement Plan

Serina Therapeutics to Present at the 14th Annual Injectables Summit

Director Bailey Gregory bought $6,851 worth of shares (1,137 units at $6.03), increasing direct ownership by 2% to 63,377 units (SEC Form 4)

Director Bailey Gregory bought $88,257 worth of shares (14,388 units at $6.13), increasing direct ownership by 30% to 62,240 units (SEC Form 4)

Director Mintz Steven bought $38,814 worth of shares (6,000 units at $6.47) (SEC Form 4)

Amendment: SEC Form SC 13G/A filed by Serina Therapeutics Inc.

Amendment: SEC Form SC 13D/A filed by Serina Therapeutics Inc.

Serina Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Highlights

Serina Therapeutics Appoints Srini Tenjarla, Ph.D. as Senior Vice President of CMC and Formulation

SEC Form 424B3 filed by Serina Therapeutics Inc.

Serina Therapeutics Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

SEC Form 10-Q filed by Serina Therapeutics Inc.

$SER Financials

Live finance-specific insights

Serina Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Highlights

$SER Market Insights

Live Market Insights

Serina Therapeutics And Enable Injection Announced A Partnership To Develop And Commercialize SER-252 (POZ-apomorphine) In Combination With Enfuse For The Treatment Of Parkinson's Disease

Recent Analyst Ratings for
$SER

$SER
Insider Trading

$SER
Press Releases

$SER
Insider Purchases

$SER
Large Ownership Changes

$SER
Leadership Updates

$SER
SEC Filings

$SER
Financials

$SER
Market Insights

	Three Months Ended September 30,				Nine Months Ended September 30,
		2024⁽¹⁾		2023⁽²⁾		2024⁽¹⁾		2023⁽²⁾
Expected life (in years)		5.9 - 6.1		—		5.0 - 6.1		—
Volatility		117.91% - 118.33	%	—		113.08% - 118.33	%	—
Risk-free interest rates		3.54% - 4.14	%	—		3.54% - 4.65	%	—
Dividend yield		—		—		—		—

	September 30, 2024			December 31, 2023
Operating lease
Right-of-use assets	$	862		$	862
Accumulated Amortization		(353	)		(196	)
Right-of-use asset, net	$	509		$	666

Right-of-use lease liability, current	$	197		$	214
Right-of-use lease liability, noncurrent		312			461
Total operating lease liabilities	$	509		$	675

Finance leases
Right-of-use assets	$	163		$	163
Accumulated Amortization		(71	)		(53	)
Right-of-use asset, net	$	92		$	110

Right-of-use lease liability, current	$	1		$	36
Right-of-use lease liability, noncurrent		—			1
Total finance lease liabilities	$	1		$	37

Weighted average remaining lease term
Operating lease		2.78 years			3.32 years
Finance leases		0.42 years			0.64 years

Weighted average discount rate
Operating lease		6.67	%		6.67	%
Finance leases		6.67	%		11.9	%

	Operating Leases
Three months ending December 31, 2024	$	56
Year ending December 31, 2025		217
Year ending December 31, 2026		159
Year ending December 31, 2027		117
Thereafter		10
Total undiscounted lease payments		559
Less: imputed interest		(50	)
Total lease obligations		509
Less: current portion		(197	)
Long-term lease obligations	$	312

	Three and Nine months ended September 30, 2024
Redeemable convertible preferred stock		—	—
Convertible promissory notes		—	—
Stock options		837	3,216
Warrants		3,226	3,226
Total anti-dilutive securities		4,063	6,442

	●	advance our lead product candidate, SER 252 into Phase I clinical trials;

	●	advance our other product candidates;

	●	advance our preclinical programs to clinical trials;

	●	further invest in our pipeline;

	●	seek regulatory approval for our investigational medicines;

	●	maintain, expand, protect, and defend our intellectual property portfolio;

	●	secure facilities to support continued growth in our research, development, and commercialization efforts; and

	●	increase our headcount to support our development efforts and to expand our clinical development team.

	●	personnel costs, which include salaries, benefits and equity-based compensation expense;

	●	expenses incurred under agreements with consultants and contract organizations that conduct research and development activities on our behalf;

	●	costs related to production of preclinical and clinical materials, including fees paid to contract manufacturers;

	●	laboratory and vendor expenses related to the execution of preclinical studies and planned clinical trials; and

	●	laboratory supplies and equipment used for internal research and development activities.

	●	successful completion of preclinical studies and initiation of clinical trials for future product candidates;

	●	successful enrollment and completion of clinical trials for our current product candidates;

	●	data from our clinical programs that support an acceptable risk benefit profile of our product candidates in the intended patient populations; acceptance by the U.S. Food and Drug Administration, or FDA, or other applicable regulatory agencies of the Investigational New Drug, or IND, applications, clinical trial applications and/or other regulatory filings for SER 252 and other product candidates.

	●	expansion and maintenance of a workforce of experienced scientists and others to continue to develop our product candidates;

	●	successful application for and receipt of marketing approvals from applicable regulatory authorities;

	●	obtainment and maintenance of intellectual property protection and regulatory exclusivity for our product candidates;

	●	making of arrangements with contract manufacturing organizations for, or establishment of, commercial manufacturing capabilities;

	●	establishment of sales, marketing and distribution capabilities and successful launch of commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others;

	●	acceptance of our product candidates, if and when approved, by patients, the medical community and third party payors;

	●	effective competition with other therapies;

	●	obtainment and maintenance of coverage, adequate pricing, and adequate reimbursement from third party payors, including government payors;

	●	maintenance, enforcement, defense, and protection of our rights in our intellectual property portfolio;

	●	avoidance of infringement, misappropriation, or other violations with respect to others’ intellectual property or proprietary rights; and

	●	maintenance of a continued acceptable safety profile of our products following receipt of any marketing approvals.

	Three Months Ended September 30,				$ Increase/ (Decrease)
	2024		2023
Research and development expenses	$	2,415	$	603	$	1,812
General and administrative expenses		2,911		889		2,022
Other income, net		6,695		3,215		3,480
Total	$	1,369	$	1,723	$	(354	)

	Nine Months Ended September 30, 2024					$ Increase/ (Decrease)
	2024			2023
Research and development expenses	$	5,115		$	1,481	$	3,634
General and administrative expenses		6,454			1,955		4,499
Other income, net		3,044			7,588		(4,544	)
Total	$	(8,525	)	$	4,152	$	(12,677	)