AgeX Therapeutics(AGE)
Search documents
AgeX Therapeutics(AGE) - 2024 Q1 - Quarterly Report
2024-05-14 20:16
Financial Performance - The company reported a $9.7 million change in other income (expense), net, resulting in $7.1 million of other expense for the three months ended March 31, 2024, compared to $2.6 million of other income in the same period in 2023[201] - As of March 31, 2024, the company had an accumulated deficit of $5.4 million, indicating significant operating losses since inception[204] - The net loss for the three months ended March 31, 2024, amounted to $9.4 million, with net cash used in operating activities of $1.6 million, reflecting a 122.4% increase in cash used compared to the same period in 2023[214] - The company faces substantial doubt about its ability to continue as a going concern due to negative operating cash flows and accumulated deficits[206] Research and Development Expenses - Research and development expenses increased to $1.1 million for the three months ended March 31, 2024, up 177.2% from $0.4 million in the same period in 2023[197] - The increase in research and development expenses for Q1 2024 was primarily due to $0.5 million in outside research services and $0.1 million in patent-related professional fees[199] - The company expects research and development expenses to increase substantially in the foreseeable future as it continues to invest in clinical trials and product development[188] - The company anticipates continued increases in research and development expenses, general and administrative expenses, and capital expenditures[208] General and Administrative Expenses - General and administrative expenses rose to $1.2 million for the three months ended March 31, 2024, reflecting a 105.7% increase from $0.6 million in the same period in 2023[197] - General and administrative expenses for Q1 2024 included $0.5 million in professional legal and accounting services related to a merger that occurred on March 26, 2024[200] - The company anticipates that its general and administrative expenses will continue to rise as it expands operations and maintains compliance with public company regulations[194] Financing and Cash Flow - The company has financed operations through $46.9 million in net proceeds from convertible preferred stock and convertible notes, along with $2.4 million drawn from a secured convertible promissory note[204] - The company expects to incur substantial expenditures for product development and will require additional financing to continue operations beyond 2025, with current cash and expected proceeds from Juvenescence estimated insufficient[209] - Net cash provided by financing activities for the three months ended March 31, 2024, was $2.7 million, primarily from credit facilities drawn from Juvenescence[216] - The company may need to modify or suspend operations if financing is unavailable to meet future capital needs[207] - Any additional capital raised through equity offerings may dilute existing stockholders' ownership interests[209] Cash and Investments - As of March 31, 2024, the company had $8.7 million in cash and cash equivalents, with primary cash usage for operating expenses, mainly in research and development[205] - The net cash used in investing activities during the three months ended March 31, 2024, was $14,000, entirely related to office and laboratory equipment purchases[215] Future Funding Requirements - Future funding requirements will depend on various factors, including the progress and costs of clinical trials for the lead product candidate SER 252[210]
AgeX Therapeutics(AGE) - Prospectus
2024-05-03 21:25
As filed with the Securities and Exchange Commission on May 3, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SERINA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in our Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 2834 82-1436829 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 601 Genome Way, Su ...
AgeX Therapeutics(AGE) - 2023 Q4 - Annual Results
2024-03-22 21:28
Financial Performance - AgeX reported a net loss of $14.8 million for the year ended December 31, 2023, compared to a net loss of $10.5 million in 2022, representing a 41% increase in losses[11]. - Total revenues for 2023 reached $142 million, a significant increase from $34 million in 2022, representing a growth of 317.6%[21]. - Grant revenues amounted to $77 million in 2023, while other revenues increased to $65 million from $34 million in 2022[21]. - Gross profit for 2023 was $102 million, compared to $21 million in 2022, indicating a gross margin improvement[21]. - Net loss attributable to AgeX for 2023 was $14,803 million, compared to a net loss of $10,462 million in 2022, reflecting a 41.5% increase in losses[21]. - Basic and diluted net loss per common share for 2023 was $13.72, up from $9.70 in 2022[21]. Operating Expenses - Operating expenses for Q4 2023 were $3.6 million, up from $1.8 million in Q4 2022, marking a 100% increase year-over-year[6]. - Total operating expenses rose to $10,062 million in 2023 from $6,996 million in 2022, primarily driven by increased research and development and general administrative costs[21]. - General and administrative expenses increased by $3.3 million to $9.3 million in 2023, compared to approximately $6.0 million in 2022, reflecting a 55% rise[8]. Cash and Assets - Total cash, cash equivalents, and restricted cash as of December 31, 2023, amounted to $0.3 million, down from $0.6 million in 2022, a decrease of 48%[5]. - AgeX's total assets increased to $11.965 million as of December 31, 2023, from $3.241 million in 2022, representing a 270% growth[19]. - The company ended 2023 with cash, cash equivalents, and restricted cash totaling $395 million, down from $695 million at the beginning of the year[23]. Debt and Financing - The company eliminated $36 million of indebtedness through the issuance of preferred stock in July 2023, which converted to common stock on February 1, 2024[3]. - AgeX's line of credit was increased by $4.4 million in November 2023, with repayment extended to May 9, 2024[4]. - Cash advanced on convertible note receivable was $10,000 million in 2023, with no such activity reported in 2022[23]. - Draw down on loan facilities from Juvenescence provided $17,500 million in financing activities, an increase from $6,000 million in 2022[23]. Going Concern - AgeX has raised substantial doubt regarding its ability to continue as a going concern due to insufficient cash and capital resources to meet future obligations[12]. - AgeX's accumulated deficit reached $131.0 million as of December 31, 2023, compared to $116.2 million in 2022, indicating a 13% increase in accumulated losses[19]. Stock and Shareholder Actions - The company completed a reverse stock split at a ratio of 1 for 35.17[9].
AgeX Therapeutics(AGE) - 2023 Q4 - Annual Report
2024-03-22 21:27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 AgeX Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 82-1436829 (State or other j ...
AgeX Therapeutics Reports Fourth Quarter and Annual 2023 Financial Results
Newsfilter· 2024-03-22 21:27
Core Insights - AgeX Therapeutics reported its financial and operational results for Q4 and the full year ended December 31, 2023, highlighting significant developments including a merger approval and financial restructuring [1] Recent Highlights - Stockholders approved the merger with Serina Therapeutics, Inc [2] - AgeX secured an additional $4.4 million line of credit from Juvenescence Limited [2] - Preferred stock was converted into common stock [2] - A reverse stock split was completed at a ratio of 1 for 35.17 [2] Liquidity and Capital Resources - AgeX issued Preferred Stock to eliminate $36 million of indebtedness, which was converted to common stock on February 1, 2024 [3] - The line of credit from Juvenescence was increased by $4.4 million on November 8, 2023, subject to future loan draw approvals [3] - The repayment date for borrowings under the Juvenescence line of credit was extended from February 14, 2024, to May 9, 2024 [4] Balance Sheet Information - As of December 31, 2023, AgeX had cash, cash equivalents, and restricted cash totaling $0.3 million [5] - AgeX owed Juvenescence Limited $4.5 million in principal and origination fees related to loans [5] Fourth Quarter and Annual 2023 Operating Results - Operating expenses for Q4 2023 were $3.6 million, up from $1.8 million in Q4 2022; total operating expenses for 2023 were $10.1 million compared to $7.0 million in 2022 [6] - Research and development expenses decreased to $0.7 million in 2023 from approximately $1.0 million in 2022 [6] - General and administrative expenses increased by $3.3 million to $9.3 million in 2023, primarily due to professional fees and litigation costs [7] Other Expense and Net Loss - Net other expense for 2023 included $5.4 million of amortization of deferred debt costs and other debt-related expenses [8] - The net loss attributable to AgeX for 2023 was $14.8 million, or ($13.73) per share, compared to a net loss of $10.5 million, or ($9.70) per share, in 2022 [9] Going Concern Considerations - AgeX expressed substantial doubt about its ability to meet future financial obligations based on projected cash flows, indicating potential challenges in continuing as a going concern [10] Company Overview - AgeX Therapeutics focuses on developing therapeutics aimed at treating human diseases and combating aging effects [11]
AgeX Therapeutics(AGE) - 2023 Q3 - Quarterly Report
2023-11-13 16:00
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, 2023 OR ☐ 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 AgeX Therapeutics, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction o ...
AgeX Therapeutics(AGE) - 2023 Q2 - Quarterly Report
2023-08-13 16:00
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 June 30, 2023 OR ☐ 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 AgeX Therapeutics, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inc ...
AgeX Therapeutics(AGE) - 2023 Q1 - Quarterly Report
2023-05-11 16:00
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 March 31, 2023 OR ☐ 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 AgeX Therapeutics, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...
AgeX Therapeutics(AGE) - 2022 Q4 - Annual Report
2023-03-30 16:00
Part I [Business](index=9&type=section&id=Item%201.%20Business) AgeX Therapeutics develops therapeutics for human aging and degenerative diseases, leveraging core technologies like PureStem® and pursuing corporate restructuring - The company aims to develop and commercialize novel therapeutics for human aging and degenerative diseases, leveraging expertise in cellular immortality and regenerative biology[47](index=47&type=chunk) - Core technology platforms include **PureStem®** for cell therapies, **UniverCyte™** for hypoimmunogenic cells, **HyStem®** for cell delivery, and **iTR** for reversing cellular aging[48](index=48&type=chunk)[76](index=76&type=chunk)[79](index=79&type=chunk) - Key discovery-stage product candidates include **AGEX-BAT1** for metabolic disorders, **AGEX-VASC1** for ischemic diseases, and **AGEX-iTR1547/1550** for scarless tissue regeneration[71](index=71&type=chunk)[72](index=72&type=chunk) - Due to limited financial resources, AgeX eliminated in-house R&D, shifting to outsourcing, licensing, and sponsored research agreements[14](index=14&type=chunk)[84](index=84&type=chunk)[239](index=239&type=chunk) - The company is pursuing significant corporate restructuring, including a potential merger with Serina Therapeutics and a spinoff of its iTR-focused subsidiary, Reverse Bioengineering Inc[11](index=11&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks, including a 'going concern' warning, heavy reliance on Juvenescence, and significant operational and regulatory challenges - **Financial Condition:** The company has a history of operating losses, an accumulated deficit of **$116.2 million** as of year-end 2022, and its ability to continue as a 'going concern' is in substantial doubt, highly dependent on additional financing, primarily from Juvenescence[6](index=6&type=chunk)[203](index=203&type=chunk)[207](index=207&type=chunk) - **Relationship with Juvenescence:** Juvenescence owns a significant percentage of common stock, is a major creditor, and can substantially influence corporate matters, creating potential conflicts of interest and potentially making AgeX a 'controlled company' if loans are converted[9](index=9&type=chunk)[222](index=222&type=chunk)[225](index=225&type=chunk) - **Planned Restructuring:** Significant uncertainties and risks are associated with the potential merger with Serina Therapeutics and the planned spinoff of the Reverse Bio subsidiary, with no assurance of consummation and potential dilution to existing stockholders[11](index=11&type=chunk)[227](index=227&type=chunk)[236](index=236&type=chunk) - **Business Operations:** AgeX has reduced staffing, eliminated research labs, and has no in-house R&D capabilities, with no product candidates tested in clinical trials and preclinical success not indicative of future results[14](index=14&type=chunk)[239](index=239&type=chunk)[242](index=242&type=chunk) - **Industry and Regulatory Risks:** The company faces significant competition from better-funded companies, a lengthy, costly, and unpredictable FDA approval process, especially for novel cell and gene therapies, and potential restrictive regulations due to ethical and social concerns about stem cell use[20](index=20&type=chunk)[297](index=297&type=chunk)[300](index=300&type=chunk) - **Dependence on Third Parties:** AgeX is dependent on future collaborations for product development, clinical trials, manufacturing, and commercialization, lacking internal resources for these activities[27](index=27&type=chunk)[372](index=372&type=chunk)[382](index=382&type=chunk) [Unresolved Staff Comments](index=75&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - Not Applicable[428](index=428&type=chunk) [Properties](index=75&type=section&id=Item%202.%20Properties) The company leases a small office space of 101 square feet in Alameda, California, with a monthly rent of $844 - The company's principal office is a **101 square foot** leased space in Alameda, CA, with the lease beginning January 1, 2023, at a monthly rent of **$844**[429](index=429&type=chunk) [Legal Proceedings](index=75&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material litigation or legal proceedings - The company is not presently involved in any material litigation or proceedings[430](index=430&type=chunk) [Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[430](index=430&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=77&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) AgeX common stock trades on NYSE American, with details on record holders and equity compensation plan information - The company's common stock has traded on the NYSE American under the symbol **"AGE"** since November 29, 2018[431](index=431&type=chunk) - As of March 20, 2023, there were **232** holders of record of the common stock[431](index=431&type=chunk) Equity Compensation Plan Information as of December 31, 2022 | Plan Category | Number of Shares to be Issued upon Exercise (thousands) | Weighted Average Exercise Price | Number of Shares Remaining Available for Future Issuance (thousands) | | :--- | :--- | :--- | :--- | | AgeX Stock Option Plans Approved by Stockholders | 3,264 | $2.25 | 5,139 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=77&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management expresses substantial doubt about the company's going concern ability due to significant losses and negative cash flows - The company has incurred significant operating losses since inception, with an accumulated deficit of **$116.2 million** as of December 31, 2022, and management expects losses to continue[437](index=437&type=chunk) - A going concern assessment raises substantial doubt about the company's ability to operate for at least one year from the report's issuance date, given its current cash and available financing[441](index=441&type=chunk)[496](index=496&type=chunk) Comparison of Results of Operations (in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$34** | **$144** | **($110)** | **-76.4%** | | Research and development | $1,025 | $1,456 | ($431) | -29.6% | | General and administrative | $5,971 | $6,708 | ($737) | -11.0% | | **Total operating expenses** | **$6,996** | **$8,164** | **($1,168)** | **-14.3%** | | **Net Loss from Continuing Operations** | **($10,522)** | **($8,582)** | **($1,940)** | **22.6%** | - The decrease in revenue was primarily due to the completion of an NIH grant in 2021, while the decrease in operating expenses reflects reduced scientific consulting, outside research, and compensation costs following 2020 staff reductions[482](index=482&type=chunk)[486](index=486&type=chunk)[487](index=487&type=chunk) Summary of Cash Flows (in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($5,939) | ($7,765) | | Net cash provided by investing activities | $0 | $716 | | Net cash provided by financing activities | $6,000 | $7,496 | [Financial Statements and Supplementary Data](index=89&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements show significant losses and accumulated deficit, with the auditor expressing substantial doubt about going concern - The auditor's report contains a paragraph highlighting substantial doubt about the Company's ability to continue as a going concern due to recurring losses, negative cash flows, and insufficient cash to fund operations for the next twelve months[510](index=510&type=chunk) Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $645 | $584 | | Total Assets | $3,241 | $3,154 | | Total Liabilities | $20,556 | $15,029 | | Accumulated Deficit | ($116,210) | ($105,748) | | Total Stockholders' Deficit | ($17,315) | ($11,875) | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Total Revenues | $34 | $144 | | Total Operating Expenses | $6,996 | $8,164 | | Net Loss | ($10,522) | ($8,685) | | Net Loss Per Share | ($0.28) | ($0.23) | - As of December 31, 2022, the company had federal net operating loss carryforwards of approximately **$52.8 million** and state NOLs of **$14.9 million**, which are subject to a full valuation allowance[491](index=491&type=chunk)[492](index=492&type=chunk)[683](index=683&type=chunk) - The company received a deficiency letter from the NYSE American in November 2021 for failing to meet continued listing standards, but submitted a compliance plan and was granted an extension until May 17, 2023, to regain compliance[704](index=704&type=chunk) - Subsequent to year-end, in early 2023, the company amended its secured note with Juvenescence to borrow up to an additional **$2.0 million**, extended the maturity of its 2020 loan, and entered into a new **$10 million** secured note with Juvenescence to fund a loan to Serina Therapeutics in contemplation of a potential merger[706](index=706&type=chunk)[710](index=710&type=chunk) [Controls and Procedures](index=139&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[726](index=726&type=chunk) - Management assessed internal control over financial reporting as effective as of December 31, 2022, based on the 2013 COSO framework[729](index=729&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=140&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) The report details the Board of Directors and executive officers, highlighting the close ties and influence of major shareholder Juvenescence - The Board of Directors as of March 20, 2023, includes Gregory H. Bailey, M.D., Joanne M. Hackett, Ph.D., and Michael H. May, Ph.D[730](index=730&type=chunk) - Key executive officers include Michael D. West, Ph.D. (CEO), Andrea E. Park (CFO), and Nafees N. Malik (COO), with Dr. Bailey as Executive Chairman of Juvenescence and Dr. Malik as a Juvenescence employee, highlighting close ties[730](index=730&type=chunk)[736](index=736&type=chunk)[738](index=738&type=chunk) - The company has an Audit Committee chaired by Michael H. May, who is considered an "audit committee financial expert"[734](index=734&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all officers and directors[735](index=735&type=chunk) [Executive Compensation](index=143&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2022 is detailed, including CEO, CFO, and COO salaries, with no stock or option awards granted 2022 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Michael D. West, CEO | 2022 | 546,782 | 0 | 15,250 | 562,032 | | Andrea E. Park, CFO | 2022 | 281,228 | 0 | 14,061 | 295,289 | | Nafees N. Malik, COO | 2022 | 282,272 (1) | 0 | 0 | 282,272 | - Note (1): Dr. Malik's compensation represents consulting fees paid to Juvenescence for his services[746](index=746&type=chunk)[747](index=747&type=chunk) - Employment agreements for the CEO and CFO provide for severance benefits, including salary continuation and accelerated vesting of equity awards, if terminated without "cause" or if they resign for "good reason," with enhanced benefits following a "Change of Control"[755](index=755&type=chunk)[756](index=756&type=chunk) - The company's 2017 Equity Incentive Plan allows for the granting of stock options, restricted stock, SARs, and RSUs, with **5,139,000** shares remaining available for grant as of December 31, 2022[659](index=659&type=chunk)[672](index=672&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=152&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Juvenescence Limited and its affiliates are the largest beneficial owner, holding approximately **78.7%** of the company's common stock Security Ownership of Major Holders (as of March 20, 2023) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | :--- | :--- | :--- | | Juvenescence Limited and certain affiliates | 79,425,155 | 78.7% | | Broadwood Partners, L.P. and certain affiliates | 3,003,446 | 7.9% | | All executive officers and directors as a group (7 persons) | 2,512,436 | 6.2% | - Juvenescence's beneficial ownership includes **16,447,500** shares held directly, **13,271,230** shares issuable via warrants, and **49,706,335** shares issuable upon conversion of outstanding debt[795](index=795&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=154&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has extensive financial relationships with Juvenescence, its largest shareholder, including multiple secured loan agreements - AgeX is heavily reliant on financing from its largest shareholder, Juvenescence, through several loan agreements, with total borrowings from Juvenescence at **$32,160,000** as of March 20, 2023[210](index=210&type=chunk)[497](index=497&type=chunk) - Key loan facilities include the **$8.0 million** 2020 Loan Agreement, the **$15.16 million** 2022 Secured Note (of which **$14.16 million** was drawn as of March 20, 2023), and a new **$10 million** Secured Note executed in March 2023[625](index=625&type=chunk)[629](index=629&type=chunk)[815](index=815&type=chunk) - The loans from Juvenescence are secured by a lien on substantially all of AgeX's assets, including its intellectual property and shares in subsidiaries, with default potentially leading to foreclosure and loss of all assets[638](index=638&type=chunk)[821](index=821&type=chunk) - In connection with the loans, AgeX has issued and will issue a substantial number of common stock purchase warrants to Juvenescence, further increasing Juvenescence's potential ownership stake[627](index=627&type=chunk)[812](index=812&type=chunk) - In March 2023, AgeX used proceeds from the **$10 million** Secured Note from Juvenescence to lend **$10 million** to Serina Therapeutics, in contemplation of a potential merger between AgeX and Serina[815](index=815&type=chunk)[717](index=717&type=chunk) - Three directors are deemed independent (Hackett, May, Bailey), but Dr. Bailey's independence is noted as not meeting Audit Committee standards under Rule 10A-3 due to his role as Executive Chairman of Juvenescence[827](index=827&type=chunk)[828](index=828&type=chunk) [Principal Accounting Fees and Services](index=163&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Total fees paid to independent accounting firms were **$411,000** in 2022 and **$357,000** in 2021, with all services pre-approved Accountant Fees (in thousands) | Fee Category | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $358 | $303 | | Audit-Related Fees | $53 | $54 | | **Total Fees** | **$411** | **$357** | - **100%** of the fees paid to the auditors in 2022 and 2021 were pre-approved by the Audit Committee[832](index=832&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=164&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits, including loan agreements with Juvenescence and unaudited financials for Reverse Bioengineering Inc - The filing includes a list of exhibits, such as the Asset Purchase Agreement with Escape Therapeutics, various loan and warrant agreements with Juvenescence, and the company's 2017 Equity Incentive Plan[835](index=835&type=chunk) - Unaudited financial statements are provided for the subsidiary Reverse Bioengineering, Inc., whose securities are pledged as collateral for debt owed to Juvenescence[844](index=844&type=chunk) Reverse Bioengineering, Inc. Financial Highlights (Unaudited, in thousands) | | 2022 | 2021 | | :--- | :--- | :--- | | **Balance Sheet** | | | | Total Liabilities | $936 | $388 | | Total Stockholders' Deficit | ($936) | ($388) | | **Statement of Operations** | | | | Net Loss | ($548) | ($262) | [Form 10-K Summary](index=170&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company states there is no Form 10-K summary provided - None[849](index=849&type=chunk)