Serina Therapeutics Inc

As filed with the Securities and Exchange Commission on May 3, 2024.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT*UNDER

THE SECURITIES ACT OF 1933*

(Exact Name of Registrant as Specified in our Charter)

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

**Steven Ledger

Interim Chief Executive Officer

601 Genome Way, Suite 2001

Huntsville, Alabama 35806

**(256) 327-9630

**(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Please send copies of all communications to:

Scott Ludwig

Stephen Hinton

Bradley Arant Boult Cummings LLP

200 Clinton Avenue Huntsville Alabama 35801

(256) 517-5100

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

On March 26, 2024, the Delaware corporation formerly known as “AgeX Therapeutics, Inc.” completed our previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of August 29, 2023 (the “Merger Agreement”), by and among AgeX Therapeutics, Inc., a Delaware corporation (“AgeX”), Canaria Transaction Corporation, an Alabama corporation and a wholly owned subsidiary of AgeX (“Merger Sub”), and Serina Therapeutics, Inc., an Alabama corporation (“Legacy Serina”), pursuant to which Merger Sub merged with and into Legacy Serina, with Legacy Serina surviving the merger as a wholly owned subsidiary of AgeX (the “Merger”). Additionally, on March 26, 2024, AgeX changed our name from “AgeX Therapeutics, Inc.” to “Serina Therapeutics, Inc.” (the “Company,” the “Combined Company,” “we,” “us,” or “our”).

At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Serina capital stock (after giving effect to the automatic conversion of all shares of Legacy Serina preferred stock into shares of Legacy Serina common stock and excluding any shares held as treasury stock by Legacy Serina or held or owned by AgeX or any subsidiary of AgeX or Legacy Serina and any dissenting shares) was converted into the right to receive 0.97682654 shares of AgeX common stock, which resulted in the issuance by AgeX of an aggregate of 5,913,277 shares of AgeX common stock to the stockholders of Legacy Serina (the “Exchange Shares”). In addition, AgeX assumed the Legacy Serina 2017 Stock Option Plan and each outstanding and unexercised option to purchase Legacy Serina common stock and each outstanding and unexercised warrant to purchase Legacy Serina capital stock were adjusted with such stock options and warrants henceforth representing the right to purchase a number of shares of our common stock equal to 0.97682654 multiplied by the number of shares of Legacy Serina common stock previously represented by such options and warrants.

The Merger was treated as a reverse recapitalization under U.S. generally accepted accounting principles. Legacy Serina is considered the accounting acquirer for financial reporting purposes. Immediately following the consummation of the Merger, AgeX changed our name to “Serina Therapeutics, Inc.” and the Company’s common stock, par value $0.0001 per share (“common stock”), began trading on the NYSE American under the symbol “SER.”

On March 19, 2024, AgeX issued a warrant dividend (the “Warrant Dividend”) to all AgeX stockholders of record as of the close of business on March 18, 2024. The Warrant Dividend consisted of three warrants (each, a “Post-Merger Warrant”) for each five shares of AgeX common stock issued and outstanding held by the stockholder of record as of the Warrant Dividend Record Date. Each Post-Merger Warrant is exercisable at an exercise price equal to $13.20 per warrant for (i) one share of the Company’s common stock and (ii) one warrant (each, an “Incentive Warrant”) and will expire on July 31, 2025. Each Incentive Warrant will be exercisable at an exercise price equal to $18.00 per warrant for one share of common stock, and will expire on the four-year anniversary of closing of the Merger. No fractional warrants were issued, and the number of Post-Merger Warrants issued to a stockholder of record were rounded down to the nearest whole number if such holder was entitled to receive a fractional warrant.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated May 3, 2024

PRELIMINARY PROSPECTUS

Serina Therapeutics, Inc.

Up to 3,000,568 Shares of common stock Issuable Upon Exercise of Warrants

**Up to 1,500,284 Warrants to Purchase Shares of common stock

and Up to 1,889,323 Shares of common stock

This prospectus relates to the offer and sale from time to time by us of up to: (i) 1,500,284 shares of common stock issuable upon the exercise of Post-Merger Warrants which are exercisable at a price of $13.20 per share; (ii) 1,500,284 Incentive Warrants; and (iii) 1,500,284 shares of common stock issuable upon the exercise of Incentive Warrants which are exercisable at a price of $18.00 per share (together, the Post-Merger Warrants and the Incentive Warrants are referred to as the “Warrants”).

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “selling securityholders”) of up to 4,156,509 shares of our common stock consisting of (i) up to 1,133,593 shares of our common stock issuable upon the exercise of 1,133,593 Post-Merger Warrants; (ii) up to 1,133,593 shares of our common stock issuable upon the exercise of 1,133,593 Incentive Warrants; and (iii) up to 1,889,323 shares of our common stock outstanding as of the date hereof.

The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect to amounts received by us upon the exercise of the Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock or the Warrants. See “Plan of Distribution” beginning on page 164 of this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the selling securityholders will issue, offer or sell, any of the securities.

Our common stock is listed on the NYSE American Market under the symbol “SER.” On May 2, 2024, the last reported sales price of our common stock was $8.8999 per share.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.

Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 5 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

Table of Contents

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the selling securityholders have authorized anyone to provide you with different information. Neither we nor the selling securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

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