Current Report Filing (8-k)
08 Giugno 2023 - 10:06PM
Edgar (US Regulatory)
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2023-06-02
2023-06-02
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): June 2, 2023
AgeX
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-38519 |
|
82-1436829 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1101
Marina Village Parkway
Suite
201
Alameda,
California 94501
(Address
of principal executive offices)
(510)
671-8370
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
AGE |
|
NYSE
American |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act.
Forward-Looking
Statements
Any
statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,”
“believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”)
should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from
the results anticipated in these forward-looking statements are contained in AgeX’s periodic reports filed with the Securities
and Exchange Commission (the “SEC”) under the heading “Risk Factors” and other filings that AgeX may make with
the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the
facts and assumptions underlying these statements may change. Except as required by law, AgeX disclaims any intent or obligation to update
these forward-looking statements.
References
in this Report to “AgeX,” “we” or “us” refer to AgeX Therapeutics, Inc.
The
description or discussion in this Form 8-K of any contract or agreement is a summary only and is qualified in all respects by reference
to the full text of the applicable contract or agreement.
Item
1.01 – Entry in Material Definitive Agreement.
On
June 2, 2023 AgeX and Juvenescence Limited (“Juvenescence”) entered into an amendment to the Amended and Restated Secured
Convertible Promissory Note (the “Secured Note”), as previously amended by an Allonge and Second Amendment to Amended and
Restated Convertible Promissory Note (the “Second Amendment”), to provide that (i) AgeX may draw on the available portion
of the line of credit under the Secured Note until the earlier of the date a Qualified Offering as defined in the Secured Note is consummated
by AgeX or October 31, 2023 (subject to Juvenescence’s discretion to approve each loan draw as provided in the Secured Note), (ii)
AgeX will not be obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan
funds made available pursuant to the Second Amendment, and (iii) the definition of Reverse Financing Condition is amended to extend to
June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by Reverse
Bioengineering, Inc.
The
terms of the June 2, 2023 amendment of the Secured Note are set forth in a Third Amendment to Amended and Restated Convertible Promissory
Note (the “Third Amendment’). The description or discussion of the Third Amendment in this Form 8-K is a summary only, does
not purport to be a complete statement of the terms and conditions of the Third Amendment, and is qualified in all respects by reference
to the full text of the Third Amendment which is filed as an Exhibit to this Report and is incorporated by reference into this Report.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
June 7, 2023, AgeX drew $500,000 of its credit available under the Secured Note as most recently amended by the Third Amendment.
The
Repayment Date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024.
The other material terms of the Secured Note are summarized in AgeX’s Quarterly Report on Form 10-Q filed with the SEC on May 12,
2023 and in Item 1.01 of this Report.
Item
9.01 - Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AGEX
THERAPEUTICS, INC. |
| |
|
|
| Date:
June 8, 2023 |
By: |
/s/
Andrea E. Park |
| |
|
Chief
Financial Officer |
Grafico Azioni AgeX Therapeutics (AMEX:AGE)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni AgeX Therapeutics (AMEX:AGE)
Storico
Da Dic 2023 a Dic 2024
