AgeX Therapeutics Inc

For the period ended Dec 31, 2023. Filed Mar 22, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 22, 2024

SER$1.430.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following financial statements of AgeX are filed in this Report:

Audited Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity/(Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.

(a)(3) Exhibits

The following exhibits are filed herewith or incorporated by reference:

Incorporation By Reference
Exhibit Number	Description of Document	Form	SEC File No.	Exhibit	Filing Date
2.1#†	Asset Purchase Agreement, dated as of August 13, 2018, by and between Escape Therapeutics, Inc. and AgeX Therapeutics, Inc.	10-12(b) A-2	001-38519	2.1	8/30/2018
3.1*	Certificate of Incorporation, as amended, of AgeX Therapeutics, Inc.
3.2	Bylaws of AgeX Therapeutics, Inc.	10-12(b)	001-38519	3.2	6/8/2018
4.1	Specimen of Common Stock Certificate AgeX Therapeutics, Inc.	10-12(b) A-2	001-38519	4.1	8/30/2018
4.2	Form of Warrant included in Warrant Agreement dated March 30, 2020.	10-K	001-38519	10.25	3/30/2020
4.3	Form of Warrant included in Warrant Agreement dated February 14, 2022.	8-K	001-38519		2/15/2022
4.4*	Form of Post-Merger Warrant included in Warrant Agreement dated March 19, 2024.
4.5*	Form of Incentive Warrant included in Warrant Agreement dated March 19, 2024.
4.6	Description of Securities.	10-K	001-38519	4.4	3/31/2023
10.1#	Asset Contribution and Separation Agreement dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.	10-Q	001-12830	10.1	11/9/2017

10.2#	License Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.	10-Q	001-12830	10.2	11/9/2017
10.3‡	AgeX Therapeutics, Inc. 2017 Equity Incentive Plan.	S-8	333-229432	99.1	1/30/2019
10.4‡	Form of AgeX Therapeutics, Inc. Employee Stock Option Agreement.	S-8	333-229432	99.2	1/30/2019
10.5‡	Form of AgeX Therapeutics, Inc. Non-Employee Director Stock Option Agreement.	S-8	333-229432	99.3	1/30/2019
10.6‡	Form of AgeX Therapeutics, Inc. Restricted Stock Agreement.	S-8	333-229432	99.4	1/30/2019
10.7‡	Form of AgeX Therapeutics, Inc. Restricted Stock Unit Agreement.	S-8	333-229432	99.5	1/30/2019
10.8#	Sublicense Agreement, dated September 26, 2017, between Lineage Cell Technology, Inc. and AgeX Therapeutics, Inc.	10-12(b) A-1	001-38519	10.7	7/19/2018
10.9#	License Agreement, dated August 17, 2017, by and between ES Cell International Ptd Ltd., Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.	10-12(b) A-1	001-38519	10.11	7/19/2018
10.10‡	Employment Agreement, by and between AgeX Therapeutics, Inc. and Hal Sternberg, dated August 21, 2017.	10-12(b)	001-38519	10.17	6/8/2018
10.11	Tax Matters Agreement, dated August 17, 2017, between Lineage Cell Therapeutics, Inc. and AgeX Therapeutics, Inc.	10-12(b) A-1	001-38519	10.15	7/19/2018
10.12	Form of Registration Rights Agreement.	10-12(b) A-1	001-38519	10.16	7/19/2018
10.13	Registration Rights Agreement, dated August 13, 2019, between AgeX Therapeutics, Inc. and Juvenescence Limited.	10-Q	001-38519	10.3	8/14/2019
10.14	Warrant Agreement, dated March 30, 2020, between AgeX Therapeutics, Inc. and Juvenescence Limited, including form of warrant.	10-K	001-38519	10.25	3/30/2020
10.15	Amendment No. 1 to Registration Rights Agreement, dated March 30, 2020, between AgeX Therapeutics, Inc. and Juvenescence Limited.	10-K	001-38519	10.26	3/30/2020
10.16‡	Employment Agreement, by and between AgeX Therapeutics, Inc. and Andrea E. Park, dated May 15, 2020.	10-Q	001-38519	10.3	8/14/2020
10.17	First Amendment to Warrant Agreement, dated July 21, 2020, between AgeX Therapeutics, Inc. and Juvenescence Limited	10-Q	001-38519	10.2	8/14/2020
10.18	Amendment No. 2 to Registration Rights Agreement, dated February 10, 2021, between AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.2	2/11/2021

10.19‡	Amendment to AgeX Therapeutics, Inc. 2017 Equity Incentive Plan.	S-8	333-261997	99.1	1/4/2022
10.20†	Secured Note dated February 14, 2022, executed by AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.1	2/15/2022
10.21†	Security Agreement, dated February 14, 2022, between AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.2	2/15/2022
10.22	Warrant Agreement, dated February 14, 2022, between AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.3	2/15/2022
10.23	Amendment No. 3 to Registration Rights Agreement, dated February 14, 2022, between AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.4	2/15/2022
10.24‡	Amendment to AgeX Therapeutics, Inc. 2017 Equity Incentive Plan	8-K	001-38519	10.1	12/12/2022
10.25†	Amended and Restated Secured Convertible Promissory Note, dated February 9, 2023, executed by AgeX Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.1	2/10/2023
10.26	Reaffirmation Agreement, dated February 9, 2023, between AgeX Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.2	2/10/2023
10.27†	Secured Convertible Promissory Note dated March 13, 2023, executed by AgeX Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.1	3/15/2023
10.28†	Amended and Restated Security Agreement, dated March 13, 2023, between AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.2	3/15/2023
10.29	Convertible Promissory Note, dated March 15, 2023, between AgeX Therapeutics, Inc. and Serina Therapeutics, Inc.	8-K	001-38519	10.4	3/15/2023
10.30†	Subordination Agreement, dated March 15, 2023, between AgeX Therapeutics, Inc., Serina Therapeutics, Inc. and the other investors signatory thereto	8-K	001-38519	10.5	3/15/2023
10.31	Allonge and Second Amendment to Amended and Restated Convertible Promissory Note dated May 9, 2023, between AgeX Therapeutics, Inc. and Juvenescence Limited.	10-Q	001-38519	10.9	5/12/2023
10.32	Third Amendment to Amended and Restated Secured Convertible Promissory Note, dated June 2, 2023, executed by AgeX Therapeutics, Inc. and Juvenescence Limited.	8-K	001-38519	10.1	6/8/2023
10.33	Registration Rights Agreement, dated July 21, 2023, between AgeX Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.2	7/21/2023

10.34	Fourth Amendment to Amended and Restated Secured Convertible Promissory Note, executed by AgeX Therapeutics, Inc. and Juvenescence Limited on July 31, 2023	8-K	001-38519	10.1	8/4/2023
10.35	Amendment to Secured Convertible Promissory Note, executed by AgeX Therapeutics, Inc. and Juvenescence Limited on July 31, 2023	8-K	001-38519	10.2	8/4/2023
10.36‡†	Transition Services and Separation Agreement, dated August 9, 2023, between AgeX Therapeutics, Inc. and Michael D. West.	10-Q	001-38519	10.7	8/14/2023
10.37‡	Consulting Agreement, dated August 9, 2023, between AgeX Therapeutics, Inc. and Joanne Hackett	10-Q	001-38519	10.8	8/14/2023
10.38	Form of AgeX Therapeutics, Inc. Stockholder Support Agreement	8-K	001-38519	10.1	8/30/2023
10.39	Form of Serina Therapeutics, Inc. Stockholder Support Agreement	8-K	001-38519	10.2	8/30/2023
10.40	Form of AgeX Therapeutics, Inc. Lock-Up Agreement	8-K	001-38519	10.3	8/30/2023
10.41	Form of Serina Therapeutics, Inc. Lock-Up Agreement	8-K	001-38519	10.4	8/30/2023
10.42	Letter Agreement, dated August 29, 2023, by and among AgeX Therapeutics, Inc., Serina Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.5	8/30/2023
10.43‡†	Amendment to Transition Services and Separation Agreement, dated October 31, 2023, between AgeX Therapeutics, Inc. and Michael D. West	10-Q	001-38519	10.12	11/14/2023
10.44	Allonge and Fifth Amendment to Amended and Restated Convertible Promissory Note, dated November 9, 2023, between AgeX Therapeutics, Inc. and Juvenescence Limited	10-Q	001-38519	10.13	11/14/2023
10.45†	Form of Pledge Agreement by AgeX Therapeutics, Inc.	10-Q	001-38519	10.14	11/14/2023
10.46	Guaranty Agreement, dated November 9, 2023, between Reverse Bioengineering, Inc., ReCyte Therapeutics, Inc., UniverXome Bioengineering, Inc. and Juvenescence Limited	10-Q	001-38519	10.15	11/14/2023
10.47†	Joinder Agreement, dated November 9, 2023, between Reverse Bioengineering, Inc., ReCyte Therapeutics, Inc., UniverXome Bioengineering, Inc., AgeX Therapeutics, Inc. and Juvenescence Limited	10-Q	001-38519	10.16	11/14/2023
10.48	Sixth Amendment to Amended and Restated Convertible Promissory Note, dated February 9, 2024, between AgeX Therapeutics, Inc. and Juvenescence Limited	8-K	001-38519	10.1	2/14/2024

10.49*	Warrant Agreement, dated March 19, 2024 between AgeX Therapeutics, Inc. and Equinity Trust Company, LLC
21.1*	List of Subsidiaries
23.1*	Consent of WithumSmith+Brown, PC
31*	Rule 13a-14(a)/15d-14(a) Certification
32**	Section 1350 Certification
97.1*	AgeX Therapeutics, Inc. Clawback Policy
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.
#	Confidential treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been separately filed by Lineage Cell Therapeutics, Inc. with the Securities and Exchange Commission.
†	Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
‡	Management contract or compensatory plan.

(b) See (a)3 Exhibits

(c)(1) Separate Financial Statements of subsidiaries not consolidated and fifty percent or less owned persons

AgeX consolidates NeuroAirmid Therapeutics, Inc. despite not having majority ownership interest as it has the ability to influence decision making and financial results through contractual rights and obligations as per ASC 810,Consolidation. For further discussion on principles of consolidation, see Note 1,Organization, Basis of Presentation and Liquidity to the consolidated financial statements included elsewhere in this Report.

(c)(2) Financial Statements of affiliates whose securities are pledged as collateral

Presented below are the unaudited financial statements of ReCyte Therapeutics, Inc. of which AgeX holds approximately 94.8% of its shares of common stock issued and outstanding and Reverse Bioengineering, Inc., a wholly owned subsidiary of AgeX whose securities are pledged as collateral to Juvenescence in connection with the debt agreements with Juvenescence. AgeX’s security interests in UniverXome Bioengineering, Inc. (UniverXome), a wholly owned subsidiary of AgeX is pledged as collateral to Juvenescence in connection with the debt agreements with Juvenescence, but UniverXome has no financial statement transactions as of December 31, 2023. For further information on debt agreements with Juvenescence, see Note 5,Related Party Transactions, to the consolidated financial statements included elsewhere in this Report.

BALANCE SHEETS

	December 31,
2023 · 2022
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		$5	$	-
Amount due to AgeX		887		864
TOTAL LIABILITIES		892		864
Stockholders’ deficit:
Preferred stock, no par value, authorized 5,000 shares; none issued and outstanding		-		-
Common stock, no par value, 50,000 shares authorized; 25,305 shares issued and outstanding		15,104		15,104
Accumulated deficit		(15,950)		(15,923)
Total ReCyte Therapeutics, Inc. stockholders’ deficit		(846)		(819)
Noncontrolling interest		(46)		(45)
Total stockholders’ deficit		(892)		(864)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-	$	-

STATEMENTS OF OPERATIONS

	Year Ended December 31,
2023 · 2022
OPERATING EXPENSES
General and administrative		$28		$40
NET LOSS		28		40
Net loss attributable to noncontrolling interest		(1)		(2)
NET LOSS ATTRIBUTABLE TO RECYTE		$27		$38
NET LOSS PER COMMON SHARE:
BASIC AND DILUTED	$	-	$	-
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC AND DILUTED		25,305		25,305

STATEMENTS OF STOCKHOLDERS’ DEFICIT

Common Stock · Total
	Number of Shares	Amount	Accumulated Deficit	Noncontrolling Interest	Stockholders’ Deficit
BALANCE AT DECEMBER 31, 2021	25,305	$15,104	$(15,885)	$(43)	$(824)
Net loss	-	-	(38)	(2)	(40)
BALANCE AT DECEMBER 31, 2022	25,305	15,104	(15,923)	(45)	(864)
Net loss	-	-	(27)	(1)	(28)
BALANCE AT DECEMBER 31, 2023	25,305	$15,104	$(15,950)	$(46)	$(892)

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
2023 · 2022
OPERATING ACTIVITIES:
Net loss attributable to ReCyte		$(27)		$(38)
Net loss attributable to noncontrolling interest		(2)		(2)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		5		(1)
Amount due to AgeX		24		41
Net cash used in operating activities		-		-
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		-		-
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the year		-		-
At end of the year	$	-	$	-

BALANCE SHEETS

	December 31,
2023 · 2022
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		$25		$53
Amount due to AgeX		1,505		883
TOTAL LIABILITIES		1,530		936
Stockholders’ deficit:
Preferred stock, $0.0001 par value, authorized 5,000 shares; none issued and outstanding		-		-
Common stock, $0.0001 par value, 100,000 shares authorized; 1 shares issued and outstanding, respectively		-		-
Accumulated deficit		(1,530)		(936)
Total stockholders’ deficit		(1,530)		(936)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-	$	-

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2023	2022
OPERATING AND ORGANIZATION EXPENSES
Research and development	$166	$288
General, administrative and organization	428	260
NET LOSS	$594	$548
NET LOSS PER COMMON SHARE:
BASIC AND DILUTED	$(594)	$(548)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
BASIC AND DILUTED	1	1

STATEMENTS OF STOCKHOLDERS’ DEFICIT

Common Stock · Total
Number of Shares · Par Value · Accumulated Deficit · Stockholders’ Deficit
BALANCE AT DECEMBER 31, 2021	-	$	-	$(388)	$(388)
Issuance of common stock to AgeX in connection with Asset Contribution Agreement	1		-	-	-
Net loss	-		-	(548)	(548)
BALANCE AT DECEMBER 31, 2022	1		-	(936)	(936)
Net loss	-		-	(594)	(594)
BALANCE AT DECEMBER 31, 2023	1	$	-	$(1,530)	$(1,530)

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
2023 · 2022
OPERATING ACTIVITIES:
Net loss		$(594)		$(548)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(28)		49
Amount due to AgeX		622		499
Net cash used in operating activities		-		-
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		-		-
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the year		-		-
At end of the year	$	-	$	-
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
Issuance of 1 common stock to AgeX in connection with Asset Contribution Agreement in 2022	$	-	$	-

(c)(3) Schedules

All other schedules are omitted because they are not required or the required information is included in the financial statements.

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