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 ...

As filed with the Securities and Exchange Commission on June 14, 2024. Registration No. 333-279121 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 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 ...

[Business Highlights](index=1&type=section&id=Recent%20Highlights) In Q1 2024, Serina Therapeutics advanced its lead drug candidate SER-252 for Parkinson's Disease, with plans for a Phase 1 trial in 2025. The company completed a merger with AgeX Therapeutics, resulting in a new NYSE American listing under the ticker "SER". Additionally, Dr. Simba Gill was appointed as Executive Chairman to guide strategic growth - The company is advancing its lead drug candidate, **SER-252** (POZ-apomorphine), for advanced Parkinson's Disease and anticipates submitting an IND application to the FDA to start a Phase 1 clinical trial in **2025**[1](index=1&type=chunk) - Completed a merger with AgeX Therapeutics and began trading on the NYSE American market under the ticker "**SER**" on March 27, 2024[2](index=2&type=chunk) - Appointed Dr. Simba Gill as Executive Chairman to leverage his biotech and pharma experience to guide the company's growth and strategic expansion[3](index=3&type=chunk) [Liquidity and Capital Resources](index=1&type=section&id=Liquidity%20and%20Capital%20Resources) Serina increased its secured line of credit from Juvenescence Limited by a total of $2.925 million across March and May 2024, extending the repayment date to December 31, 2024. As of March 31, 2024, the company held $8.8 million in cash, cash equivalents, and restricted cash, while owing $10.4 million in principal and fees to Juvenescence - The company's line of credit from Juvenescence Limited was increased by **$2.4 million** on March 26, 2024, and by an additional **$0.525 million** on May 8, 2024[4](index=4&type=chunk) - The repayment date for the Juvenescence line of credit was extended from May 9, 2024, to **December 31, 2024**[4](index=4&type=chunk) Key Liquidity Figures (as of March 31, 2024) | Metric | Amount | | :--- | :--- | | Cash, cash equivalents, and restricted cash | $8.8 million | | Debt to Juvenescence Limited (principal & fees) | $10.4 million | [First Quarter 2024 Operating Results](index=1&type=section&id=First%20Quarter%202024%20Operating%20Results) For Q1 2024, Serina reported a net loss of $9.4 million, a stark contrast to the $1.7 million net income in Q1 2023. This was driven by operating expenses more than doubling to $2.3 million, due to increased R&D and merger-related G&A costs. A significant $7 million non-cash expense from the change in fair value of convertible promissory notes also heavily impacted the bottom line Q1 2024 vs Q1 2023 Financial Performance (amounts in thousands or millions as specified, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Grant Revenues | $5,000 | $30,000 | | Operating Expenses | $2.3 million | $1.0 million | | Net Income (Loss) | ($9.4 million) | $1.7 million | | EPS (Basic & Diluted) | ($3.38) | $0.77 (Basic), $0.20 (Diluted) | - Research and development expenses increased by **$0.7 million** to **$1.1 million**, while general and administrative expenses rose by **$0.6 million** to **$1.2 million**, largely due to professional services for the merger[8](index=8&type=chunk)[9](index=9&type=chunk) - Net loss was primarily impacted by a **$7.0 million** charge related to the change in fair value of convertible promissory notes, which were converted to common stock on March 26, 2024[10](index=10&type=chunk) [Going Concern Considerations](index=2&type=section&id=Going%20Concern%20Considerations) The company's management has determined that its current cash reserves and recent borrowings are insufficient to fund operations for the next twelve months. This situation raises substantial doubt about Serina's ability to continue as a going concern - Based on projected cash flows, the company believes its cash, cash equivalents, and recent borrowings are not sufficient to satisfy anticipated operating requirements for the next **twelve months**[12](index=12&type=chunk) - These factors raise **substantial doubt** regarding the ability of the Company to continue as a **going concern**[12](index=12&type=chunk) [Technology and Pipeline](index=2&type=section&id=Technology%20and%20Pipeline) Serina's core technology is the POZ Platform™, which uses a synthetic polymer to enhance drug delivery. Its lead candidate, SER-252, leverages this platform for an apomorphine-based therapy for Parkinson's disease, aiming for continuous stimulation with reduced side effects, with clinical trials planned for 2025. The company also pursues partnerships, including a licensing agreement with Pfizer for LNP drug delivery - The lead candidate, **SER-252**, is an investigational therapy for Parkinson's disease designed to provide continuous dopaminergic stimulation (CDS) and is planned to advance to clinical testing in **2025**[13](index=13&type=chunk) - The proprietary **POZ technology** is engineered to offer greater control in drug loading and precision in release rates for subcutaneously injected drugs, aiming to improve therapies with narrow therapeutic windows[14](index=14&type=chunk) - Serina intends to advance its **POZ platform** through partnerships, highlighted by a non-exclusive license agreement with **Pfizer, Inc.** for use in lipid nanoparticle (LNP) drug delivery formulations[15](index=15&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section provides the company's consolidated financial statements, including balance sheets and statements of operations, reflecting its financial position and performance [Condensed Consolidated Balance Sheets](index=4&type=section&id=SERINA%20THERAPEUTICS%2C%20INC.%20AND%20SUBSIDIARIES%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of March 31, 2024, Serina's total assets were $10.9 million, while total liabilities stood at $15.2 million, resulting in a stockholders' deficit of $4.3 million. The balance sheet reflects significant changes from year-end 2023, primarily due to the merger and related financing, including a large increase in current liabilities from loans and the conversion of preferred stock Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $8,706 | $7,619 | | Total current assets | $8,937 | $7,619 | | **Total Assets** | **$10,856** | **$8,968** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $14,059 | $1,413 | | **Total Liabilities** | **$15,165** | **$4,858** | | Total stockholders' deficit | ($4,309) | ($32,294) | | **Total Liabilities & Stockholders' Deficit** | **$10,856** | **$8,968** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=SERINA%20THERAPEUTICS%2C%20INC.%20AND%20SUBSIDIARIES%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the first quarter of 2024, Serina reported a net loss of $9.4 million, or ($3.38) per share. This compares to a net income of $1.7 million, or $0.77 per basic share, for the same period in 2023. The significant loss was driven by a higher loss from operations and a $7.0 million non-cash expense from the change in fair value of convertible promissory notes Condensed Consolidated Statements of Operations (in thousands, except per share data) | | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Total revenues | $5 | $30 | | Loss from operations | ($2,321) | ($962) | | Change in fair value of convertible promissory notes | ($7,017) | $294 | | **Net Income (Loss)** | **($9,437)** | **$1,658** | | **Net Earnings (Loss) Per Share - Basic** | **($3.38)** | **$0.77** | | **Net Earnings (Loss) Per Share - Diluted** | **($3.38)** | **$0.20** |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol Name of exchange on which registered Common Stock, par value $0.0001 per share SER NYSE American 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission ...

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 ...

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 - Net loss from operations for the year ended December 31, 2023, was $9.9 million, compared to $7.0 million for 2022, indicating a 41.4% increase in losses year-over-year[447]. - For the year ended December 31, 2023, the net loss attributable to AgeX was $14.8 million, compared to a net loss of $10.5 million for the previous year, representing a 40% increase in losses[498][515]. - AgeX reported a net loss of $14.803 million for the year ended December 31, 2023, compared to a net loss of $10.462 million for the previous year, representing a 42.5% increase in losses[521]. - The company expects to continue incurring operating losses and negative cash flows for the foreseeable future[447]. - The company expects to continue incurring operating losses and negative cash flows, raising concerns about its ability to continue as a going concern[492]. - Net cash used in operating activities was $7.8 million for 2023, an increase from $5.9 million in 2022, indicating a worsening cash flow situation[497][498]. - The company incurred total operating expenses of $10.1 million in 2023, up from $7.0 million in 2022, reflecting a 44% increase[515]. - Cash and cash equivalents decreased to $345,000 as of December 31, 2023, down from $645,000 in 2022, indicating a decline in liquidity[511]. - AgeX's cash used in operating activities was $7.8 million for 2023, an increase from $5.939 million in 2022, reflecting higher operational expenditures[521]. - The accumulated deficit reached $131.0 million, reflecting the ongoing financial challenges faced by the company[447]. Revenue and Grants - For the year ended December 31, 2023, total revenues increased to $142,000 from $34,000 in 2022, representing a growth of 417.6%[476]. - Grant revenues recognized in 2023 amounted to $77,000, a significant increase from $0 in 2022[478]. - Total revenues for 2023 were $142,000, significantly up from $34,000 in 2022, marking a 317% increase[515]. - AgeX incurred approximately $77,000 of allowable expenses under the NIH grant and recognized a corresponding amount of grant revenues for the year ended December 31, 2023[584]. - The company was awarded a grant of up to approximately $341,000 from the NIH for the development of technologies to treat cardiovascular disease over a one-year period starting September 1, 2023[584]. Expenses and Liabilities - Research and development expenses decreased by 28.4% to $734,000 in 2023 from $1,025,000 in 2022[481]. - General and administrative expenses rose by 56.2% to $9,328,000 in 2023 compared to $5,971,000 in 2022, primarily due to increased professional fees[483]. - Accounts payable and accrued liabilities increased significantly from $1,034,000 in 2022 to $2,176,000 in 2023, representing a growth of about 110%[605]. - The company has established a full valuation allowance for deferred tax assets due to uncertainty in realizing future tax benefits[490]. - The company has drawn down the entire $4.4 million line of credit from Juvenescence, with no other commitments for additional financing[491]. Mergers and Acquisitions - The planned merger with Serina Therapeutics, Inc. is expected to substantially change the company's future business focus and operations[443]. - The company plans to merge with Serina Therapeutics, with Serina stockholders expected to own approximately 75% of the combined entity post-merger[530]. - The Combined Company will primarily focus on developing Serina's product candidates post-Merger, potentially discontinuing AgeX's product development[534]. - AgeX's merger agreement with Serina was approved by stockholders, indicating a significant strategic move for future growth[528]. - The Merger with Serina is critical for AgeX's future, as failure to complete it may lead to delisting from NYSE America and potential dissolution[534]. Capital Structure and Financing - In July 2023, the company exchanged $36 million of debt for preferred stock, significantly altering its capital structure[494]. - AgeX issued preferred stock worth $36 million in exchange for debt, enhancing its financial position[521]. - AgeX raised $17.5 million through financing activities in 2023, primarily from credit facilities with Juvenescence, compared to $6.0 million in 2022[497][500]. - AgeX borrowed a total of $20,160,000 under the 2022 Secured Note, with $7,500,000 borrowed during the year ended December 31, 2023[624]. - AgeX has a provision in the 2023 Secured Note allowing conversion of the loan balance into common stock if at least $10,000,000 is raised from a sale of common stock or units[636]. Assets and Intangible Assets - AgeX's intangible assets, primarily consisting of acquired IPR&D and patents, were recorded with an estimated useful life of 10 years, amortized over that period[600]. - Total intangible assets, net decreased from $738,000 in 2022 to $607,000 in 2023, reflecting a decline of approximately 17.7%[603]. - The acquisition of UniverCyte™ technology involved a total cost of $1.3 million, including cash and stock, and is intended for the development of AGEX-BAT1 and AGEX-VASC1 products[599]. - AgeX will pay a royalty of less than 1% on net sales of products under the acquired patents if commercialized, along with potential additional shares valued at up to $4.3 million upon achieving development milestones[601]. Accounting and Compliance - The company has elected to comply with newly adopted or revised accounting standards as they become applicable, foregoing the extended transition period allowed for emerging growth companies[444]. - AgeX recognizes stock-based compensation expense related to employee option grants and restricted stock grants in accordance with ASC 718[564]. - The total amount of unrecognized tax benefits is not expected to materially change over the next twelve months[575]. - The company adopted several accounting standards effective January 1, 2023, which did not have a material impact on the consolidated financial statements[593][594][595].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol Name of exchange on which registered Common Stock, par value $0.0001 per share AGE NYSE American 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 __________ Commissi ...

Revenue and Expenses - AgeX recognized revenues of $9,000 and $19,000 for the three and six months ended June 30, 2023, respectively, compared to $12,000 and $17,000 for the same periods in 2022, indicating a revenue decrease of approximately 25% for the three-month period [166]. - Cost of sales for the three and six months ended June 30, 2023, were $5,000 and $6,000, respectively, down from $6,000 and $7,000 in the same periods of 2022, reflecting a decrease of 16.67% for the three-month period [167]. - Research and development expenses decreased by approximately $0.1 million to $0.16 million for the three months ended June 30, 2023, a 38.2% decrease compared to $0.26 million in 2022 [169]. - General and administrative expenses increased by $0.4 million to $1.7 million for the three months ended June 30, 2023, a 29.3% increase compared to $1.3 million in 2022 [171]. - Total other expense, net for the three months ended June 30, 2023, was $1 million, primarily due to amortization of deferred debt issuance costs [175]. Financial Position and Cash Flow - AgeX incurred an accumulated deficit of $122.2 million as of June 30, 2023, and expects to continue incurring operating losses and negative cash flows [181]. - Net cash used in operating activities for the six months ended June 30, 2023, was $3.9 million, with a net loss attributable to the company of $6 million [190]. - Cash flows from investing activities included a $10 million loan made to Serina during the six months ended June 30, 2023 [191]. - Financing activities provided net cash of $13.5 million, entirely from credit facilities drawn from Juvenescence during the same period [192]. - The difference between net loss and cash used in operating activities was primarily due to non-cash items totaling $2.1 million [190]. - The company may need to modify or suspend operations if financing is unavailable or inadequate [188]. Strategic Initiatives - AgeX is pursuing a potential merger with Serina, which has not yet been finalized or approved by either company's board of directors [160][161]. - The company plans a potential spinoff of its subsidiary Reverse Bio, which would become a separate publicly traded company if completed [160]. - The company has made adjustments to its operating plans to reduce projected cash expenditures, including downsizing its leased office space and workforce [182]. - Operating expenses were reduced by outsourcing research and development, but this has hindered progress in developing target product candidates and technologies [186]. Operational Challenges - The company faced uncertainty regarding the impact of the COVID-19 pandemic on financing availability and overall operations [187]. - The ongoing pandemic's impact on business results remains highly uncertain and difficult to predict [187]. - There were no changes in internal control over financial reporting that materially affected the company's controls [194]. - The company is not currently involved in any material litigation or proceedings [196].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol Name of exchange on which registered Common Stock, par value $0.0001 per share AGE NYSE American 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 ...