As filed with the Securities and Exchange Commission on June 14, 2024. Registration No. 333-279121 UNITED STATES SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 1 to FORM S-1 Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SERINA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in our Charter) Delaware 2834 82-1436829 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification ...

Financial Performance - Revenues for Q1 2024 were $5,000, a decrease of 83.3% compared to $30,000 in Q1 2023[5] - Operating expenses for Q1 2024 increased to $2.3 million, up 134.4% from $1 million in Q1 2023[7] - Research and development expenses rose to $1.1 million in Q1 2024, a 175% increase from $0.4 million in Q1 2023[8] - General and administrative expenses increased to $1.2 million in Q1 2024, up 100% from $0.6 million in Q1 2023[9] - The net loss for Q1 2024 was $9.4 million, or ($3.38) per share, compared to a net income of $1.7 million, or $0.77 per share, in Q1 2023[11] Cash and Liabilities - Cash, cash equivalents, and restricted cash totaled $8.8 million as of March 31, 2024, compared to $7.6 million as of December 31, 2023[4] - The total liabilities as of March 31, 2024, were $15.2 million, significantly up from $4.9 million as of December 31, 2023[21] Corporate Developments - The company completed a merger with AgeX Therapeutics on March 26, 2024, and began trading under the ticker symbol "SER" on March 27, 2024[6] - The company plans to submit an Investigational New Drug (IND) application for SER-252 in 2025, targeting advanced Parkinson's Disease[6] - The company has increased its line of credit by $2.4 million and extended repayment terms to December 31, 2024[3]

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]

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 ...

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].

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 ...

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]

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 ...

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 ...

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 ...