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

Footnote 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.

Footnote 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.

Footnote 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.