Juvenescence Ltd - 06 Jun 2024 Form 4 Insider Report for Serina Therapeutics, Inc. (SER)

Role
10%+ Owner
Signature
/s/ Gregory Bailey, Executive Chairman of Juvenescence Ltd
Issuer symbol
SER
Transactions as of
06 Jun 2024
Net transactions value
+$14,987,818
Form type
4
Filing time
03 Feb 2025, 16:01:17 UTC
Previous filing
18 May 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SER Common Stock Options Exercise $4,987,818 +377,865 +20% $13.20 2,267,188 06 Jun 2024 By Juv UK F1, F2
transaction SER Common Stock Award $5,000,000 +500,000 +22% $10.00 2,767,188 27 Nov 2024 By Juv UK F1, F3
transaction SER Common Stock Award $5,000,000 +500,000 +18% $10.00 3,267,188 31 Jan 2025 Bu Juv UK F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SER Warrants Options Exercise -377,865 -33% 755,728 06 Jun 2024 Common Stock 377,865 $13.20 By Juv UK F2
transaction SER Warrants Award +377,865 377,865 06 Jun 2024 Common Stock 377,865 $18.00 By Juv UK F2
transaction SER Warrants Disposed to Issuer -755,728 -100% 0 27 Nov 2024 Common Stock 755,728 $13.20 By Juv UK F3
transaction SER Warrants Award +377,864 377,864 27 Nov 2024 Common Stock 377,864 $18.00 By Juv UK F3
transaction SER Warrants Award +377,864 +100% 755,728 31 Jan 2025 Common Stock 377,864 $18.00 By Juv UK F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As previously reported, on March 26, 2024, the Issuer (formerly known as "AgeX Therapeutics, Inc.") completed its merger transaction with, inter alia, Serina Therapeutics, Inc. (the "Merger"). Following the closing of the Merger, the Reporting Person held 1,889,323 shares of the Issuer's common stock, which shares are included in Column 5. These shares are held by the Reporting Person's wholly owned subsidiary, JuvVentures (UK) ("Juv UK"). Additional details about the Merger and the transactions described in this report can be found in the Issuer's and the Reporting Person's previous filings with the Commission.
F2 On June 6, 2024, the Reporting Person exercised 377,865 warrants at an exercise price of $13.20 per warrant (the "Original Warrants"), representing one-third of the of the Original Warrants, which were issued to the Reporting Person in connection with a warrant dividend effected on March 18, 2024, Upon such exercise, the Reporting Person was issued 377,865 shares of the Issuer's common stock and 377,865 new warrants to purchase the Issuer's common stock at an exercise price of $18.00 (the "June Warrants"). The remaining 755,728 Original Warrants were surrendered in connection with the November Agreement described in footnote 3 below. The June Warrants expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). Prior to their surrender, the Original Warrants also had an expiration date of March 26, 2028.
F3 On November 27, 2024, pursuant to certain agreements entered into among the Issuer, the Reporting Person and Juv UK dated November 26, 2024 (the "November Agreement"), the Reporting Person purchased 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and, in connection therewith, surrendered the Original Warrants and was issued 377,865 warrants to purchase shares of the Issuer's common stock (the "New Warrants"). The New Warrants have an exercise price of $18.00 per warrant, expire on March 26, 2028 and are immediately exercisable (with each warrant exercisable for one share of the Issuer's common stock). On January 31, 2025, in accordance with the November Agreement, the Reporting Person purchased another 500,000 shares of the Issuer's common stock at a purchase price of $10.00 per share and was issued 377,865 additional New Warrants.