- Merger to result in NYSE American-listed company focused on
developing therapeutics based on Serina’s proprietary POZ Platform™
delivery technology
- Lead program of the combined company will be SER-252
(POZ-apomorphine) for the treatment of advanced Parkinson’s
Disease
- Focus on expanding POZ Platform™ partnering collaborations
across immunology, cancer Rx, and gene therapy fields
Serina Therapeutics, Inc. (“Serina”), a privately-held,
clinical-stage biotechnology company developing a pipeline of
therapies for the treatment of Parkinson’s Disease and other
neurological diseases, entered into a merger agreement with AgeX
Therapeutics, Inc. (NYSE American: AGE) (“AgeX”) on August 29,
2023, under which Serina will merge with a wholly-owned subsidiary
of AgeX in an all-stock transaction. The combined company will
continue under the Serina Therapeutics name and will focus on
advancing Serina’s pipeline of small molecule drug candidates
targeting central nervous system (“CNS”) indications, enabled by
the company’s proprietary POZ Platform™ delivery technology. In
addition to advancing the company’s wholly-owned pipeline assets,
Serina is working with companies in the pharmaceutical industry
currently advancing pre-clinical studies exploring POZ polymer
lipid-nanoparticles (“LNPs”) in next generation RNA vaccines.
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“The merger with AgeX positions Serina to advance our CNS
pipeline assets and expand our platform partnering opportunities,”
said Milton Harris, PhD, Co-Founder and Chair of the Board of
Serina. “We believe it represents the best path forward for Serina
in accessing transformative capital to advance our platform
technology. As a board director of the combined company, I look
forward to collaborating with our new partners AgeX and
Juvenescence, as we continue the work of translating our science
into innovative therapeutics.”
“We are delighted to announce the proposed merger with Serina,”
said Joanne M. Hackett, PhD, Chairperson and Interim Chief
Executive Officer of AgeX. “The AgeX team thoroughly reviewed and
evaluated numerous strategic alternatives for creating stockholder
value, and we believe this transaction with Serina presented the
most compelling option for our stockholders. We see exciting
potential to generate novel drug candidates with the POZ Platform™
delivery technology.”
"Serina merging with AgeX is an important step towards
recognizing the potential to develop the POZ Platform™ to deliver
novel medicines and treatment modalities,” said Richard Marshall,
Chief Executive Officer of Juvenescence Limited (“Juvenescence”).
“We plan to leverage our deep pharmaceutical expertise and network
to assist the combined company to reach its goal in maximizing
value for stockholders.”
The combined company will focus on advancing Serina’s lead drug
candidate (SER-252, POZ-apomorphine) for the treatment of advanced
Parkinson’s Disease through pre-clinical studies, with the goal of
submitting an investigational new drug submission (“IND”) to the
Food and Drug Administration for the initiation of a Phase I
clinical trial during the fourth quarter of 2024. Serina has two
other pipeline assets that are positioned to enter IND enabling
studies, SER-227 (POZ-buprenorphine) for certain post-operative
pain indications and SER-228 (POZ-cannabidiol) for refractory
epilepsy indications. Additionally, the combined company will focus
on expanding Serina’s LNP and antibody drug conjugate (“ADC”)
partnering collaborations.
About the Transaction, Management and Organization
Under the terms of the merger agreement, pending stockholder
approval of the transaction, Serina will merge with a wholly-owned
subsidiary of AgeX, and stockholders of Serina will receive shares
of AgeX common stock (“merger”). AgeX following the merger is
referred to herein as the “combined company.” The merger has been
approved by the boards of directors of both companies and is
expected to close in the first quarter of 2024, subject to
customary closing conditions.
Upon completion of the merger, pre-merger AgeX stockholders are
expected to own approximately 25% of the newly combined company
while pre-merger Serina stockholders are expected to own
approximately 75% of the newly combined company. The final
percentage of the combined company owned by pre-merger Serina
stockholders and pre-merger AgeX stockholders upon completion of
the merger may be subject to certain adjustments and assumptions.
As part of the merger, pre-merger AgeX stockholders will be issued
Post-Merger Warrants. The Post-Merger Warrants issued to AgeX
stockholder, Juvenescence, have a cash exercise requirement that
will provide an additional $15 million in capital to the combined
company in three equal tranches over the term of the warrant, which
expires July 31, 2025. AgeX stockholders that exercise the
Post-Merger Warrants will additionally receive Incentive Warrants
that expire four (4) years after the merger closing date. The terms
and conditions for each type of warrant will be further detailed in
the forms of warrant agreements that will be negotiated between the
parties prior to the merger closing date.
Prior to the execution of the merger agreement, AgeX invested
$10 million in Serina through the purchase of a Senior Convertible
Loan Note (“CLN”) described on the Current Report on Form 8-K that
AgeX filed with the U.S. Securities and Exchange Commission (“SEC”)
on March 15, 2023. Immediately prior to completion of the merger,
the CLN will be converted into Serina capital stock as a capital
contribution. It is expected that the funds provided by the CLN,
together with the additional $15 million of proceeds from the
Juvenescence required warrant cash exercises, will provide working
capital for the combined company to help fund operations into
calendar year 2026.
Following the merger, it is anticipated that the combined
company will be led by a new Chief Executive Officer (“CEO”).
Current members of the executive team of Serina are expected to
continue in key leadership roles, including Dr. Randall Moreadith
as the Chief Science Officer, and Dr. Tacey Viegas as Chief
Operating Officer and Secretary. Serina’s current Chief Financial
Officer (“CFO”) Steve Ledger is expected to serve as the interim
CEO of the combined company until such time as the new CEO is
hired. AgeX’s current CFO, Andrea Park, is expected to serve as the
interim CFO and Chief Accounting Officer of the combined company
until such time as the new CFO is hired, and is then expected to
continue in the role of Chief Accounting Officer. The board of
directors will be comprised of seven directors and are expected to
include AgeX director Dr. Gregory Bailey, Juvenescence CEO Dr.
Richard Marshall, Serina’s directors Dr. J. Milton Harris and Steve
Ledger, and the Buck Institute for Aging’s Vice President of
Business and Technology Advancement Remy Gross III. Two additional
directors will be appointed in accordance with the merger agreement
to fill the remaining seats on the board of directors.
Upon completion of the transaction, the combined company will
operate under the Serina Therapeutics name, and the combined
company’s common stock is expected to trade on the NYSE American
under the ticker symbol “SER.” The corporate headquarters will be
in Huntsville, Alabama.
Gibson, Dunn & Crutcher LLP is providing legal counsel to
AgeX. Bradley Arant Boult Cummings LLP is legal counsel to
Serina.
About Serina Therapeutics
Serina is a clinical-stage biotechnology company developing a
pipeline of wholly-owned drug product candidates to treat
neurological diseases and pain. Serina’s POZ Platform™ delivery
technology is engineered to provide greater control in drug loading
and more precision in the rate of release of attached drugs,
enabling the potential of certain challenging small molecules,
while addressing the limitations of polyethylene glycol (“PEG”) and
other biocompatible polymers. Our POZ Platform™ partners are at the
forefront in advancing LNP delivery technology to develop novel RNA
therapeutics. Serina is headquartered in Huntsville, Alabama on the
campus of the HudsonAlpha Institute of Biotechnology. For more
information, please visit https://serinatherapeutics.com.
About AgeX Therapeutics
AgeX has been focused on developing and commercializing
innovative therapeutics to treat human diseases to increase health
span and combat the effects of aging. For more information, please
visit http://agexinc.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this communication regarding
matters that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”) and Section 21E of the
Securities and Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA. These
include statements regarding the anticipated completion and effects
of the proposed merger and related timing, pro forma descriptions
of the combined company, Serina’s and the combined company’s
planned preclinical and clinical programs, including planned
clinical trials, the potential of Serina’s product candidates, the
anticipated cash expected from warrant exercises and the ability
for proceeds to fund the operations of the combined company for as
long as anticipated, the expected trading of the combined company’s
stock on the NYSE American under the ticker symbol “SER,”
management of the combined company and other statements regarding
management’s intentions, plans, beliefs, expectations or forecasts
for the future. All forward-looking statements are based on
assumptions or judgments about future events and economic
conditions that may or may not be correct or necessarily take place
and that are by their nature subject to significant risks,
uncertainties and contingencies. You are cautioned not to place
undue reliance on these forward-looking statements. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Statements that contain
words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,”
“estimates,” “predicts,” “potential,” “continue,” “guidance,” and
similar expressions to identify these forward-looking statements
are intended to be covered by the safe-harbor provisions of the
PSLRA.
There are a number of risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements included in this communication. With respect to the
merger, these risks and uncertainties include: the possibility that
stockholders of AgeX or Serina may not approve the merger; one or
more conditions to consummating the merger may not be satisfied;
one or more material agreements that may be entered into in
connection with the merger may be terminated by a party to the
agreement; AgeX or the combined company may be unable to obtain
approval to list on the NYSE American the shares of AgeX common
stock expected to be issued pursuant to the merger; and the closing
of the merger might be delayed or not occur at all. In addition,
the merger could cause AgeX to face additional risks, including
risks associated with conducting and financing Serina’s current or
future research and product development programs, including risks
that those research and development programs will not result in the
development of products or technologies with the desired clinical
utility, benefits, or market acceptance; risks associated with
conducting clinical trials of Serina product candidates and
obtaining Food and Drug Administration or other regulatory
approvals to market product candidates, including risks with
respect to the timing of initiation of Serina’s planned clinical
trials, the timing of the availability of data or other results
from clinical trials, and the timing of any planned investigational
new drug application or new drug application; risks associated with
the combined company’s ability to identify additional products or
product candidates with significant commercial potential; risks
associated with AgeX’s, Serina’s or the combined company’s ability
to protect its intellectual property position; product liability
risks; the risk that the cash balance of the combined company
following the closing of the merger will be lower than expected or
reduced; the risk that the combined company’s anticipated sources
and related timing of financing following the closing of the merger
will not provide proceeds necessary to fund the operations of the
combined company for as long as anticipated; the risk that the
transactions contemplated by the Side Letter entered into by AgeX,
Serina and Juvenescence on August 29, 2023 are not completed in a
timely manner or at all; risks associated with AgeX’s or Serina’s
estimates regarding future revenue, expenses, capital requirements,
and need for additional financing following the merger; risks
associated with the ability of AgeX and the combined company to
remain listed on the NYSE American; the risk that products may not
be successfully commercialized or that the combined company might
not otherwise be able to generate sufficient revenues to operate at
a profit; potential adverse changes to business or employee
relationships, including those resulting from the announcement or
completion of the merger; the risk that changes in AgeX’s capital
structure, management, business, and governance following the
merger could have adverse effects on the market value of its common
stock; the ability of AgeX and Serina to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers; risks associated with Serina’s or the
combined company’s ability to successfully collaborate with
Serina’s existing collaborators or enter into new collaborations,
or to fulfill its obligations under any such collaboration
agreements; risks associated with the combined company’s
commercialization, marketing and manufacturing capabilities and
strategy; the risk that pursuing and completing the merger and
related transactions could distract AgeX and Serina management from
their respective ongoing business operations or cause AgeX and
Serina to incur substantial costs; risks associated with
competition and developments in the industry in which the combined
company will operate; the impact of world health events, including
the COVID-19 pandemic and any related economic downturn; the risk
of changes in governmental regulations or enforcement practices;
AgeX’s and Serina’s ability to meet guidance, market expectations,
and internal projections; the impact of AgeX stockholders having
their percentage ownership interests in AgeX reduced by the
issuance of AgeX common stock to Serina stockholders in the Merger
and by the issuance of shares of AgeX common stock upon the
exercise of Post-Merger Warrants by Juvenescence, and other
important factors that could cause actual results to differ
materially from those projected or expected by AgeX management or
stockholders. The effects of many of such factors are difficult to
predict and may be beyond AgeX’s or Serina’s control.
New factors emerge from time to time, and it is not possible for
us to predict all such factors, nor can we assess the impact of
each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any 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
SEC under the heading “Risk Factors” and other filings that AgeX
may make with the SEC. Forward-looking statements included in this
communication are based on information available to AgeX and Serina
as of the date of this communication. Undue reliance should not be
placed on these forward-looking statements that speak only as of
the date they are made, and except as required by law, AgeX and
Serina each disclaims any intent or obligation to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed business combination transaction
between AgeX and Serina, AgeX intends to file relevant materials
with the SEC, including a registration statement on Form S-4. AGEX
URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT AGEX, SERINA AND THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the Form S-4 and other documents
filed by AgeX with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and stockholders will be able to obtain free copies of
the Form S-4 and other documents filed by AgeX with the SEC by
contacting Andrea Park by email at apark@agexinc.com. Investors and
stockholders are urged to read the Form S-4, including the proxy
statement / prospectus contained therein, and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction.
Participants in the Solicitation
AgeX and Serina, and each of their respective directors and
executive officers and certain of their other members of management
and employees, may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction. Information
about AgeX’s directors and executive officers is included in AgeX’s
Annual Report on Form 10-K for the year ended December 31, 2022,
filed with the SEC on March 31, 2023, in the proxy statement for
AgeX’s 2022 annual meeting of stockholders, filed with the SEC on
November 2, 2022, and in AgeX’s Quarterly Report on Form 10-Q for
the three and six months ended June 30, 2023, filed with the SEC on
August 14, 2023. Additional information regarding these persons and
their interests in the transaction will be included in the proxy
statement / prospectus included in the Form S-4 relating to the
transaction when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction between AgeX and Serina. This communication is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, in any jurisdiction, pursuant
to the proposed business combination transaction or otherwise, nor
shall there be any sale, issuance, exchange or transfer of the
securities referred to in this communication in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
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Investor Contact
Andrea E. Park apark@agexinc.com (510) 671-8620
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
