Serina Therapeutics, Inc.

Previous wording

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our audited consolidated financial statements for the years ended December 31, 2024 and 2023 in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 24, 2025. Past operating results are not necessarily indicative of results that may occur in future periods.

Current wording

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our audited consolidated financial statements for the years ended December 31, 2025 and 2024 in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026, as amended on March 27, 2026. Past operating results are not necessarily indicative of results that may occur in future periods.

Previous wording

The following discussion should be read in conjunction with Note 1 in our unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of this Report.

Current wording

The following discussion should be read in conjunction with Note 1 to our unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of this Report.

Previous wording

Our operations through September 30, 2025, have been financed primarily by aggregate net proceeds of $63.8 million from the issuance of convertible preferred stock, common stock, convertible notes and exercise of Post-Merger Warrants to purchase our common shares by Juvenescence. Since our inception in 2006, we have had significant operating losses. Our operating loss was $6.4 million and $5.3 million for nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of $60.2 million and $8.6 million in cash and cash equivalents.

Current wording

Since inception our operations have been financed primarily by aggregate net proceeds from the issuance of common stock, private placements, convertible preferred stock, convertible notes, warrant exercises and our at-the-market ("ATM") program. Since our inception in 2006, we have had significant operating losses. Our operating loss was $6.3 million and $5.9 million for three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $70.4 million and $24.5 million in cash and cash equivalents.

Previous wording

•advance our lead product candidate, SER 252 into Phase I clinical trials;

Current wording

•advance our lead product candidate, SER-252 through Phase I clinical trials;

Previous wording

An accounting policy is deemed critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate are reasonably likely to occur, that could materially impact the financial statements. Management believes that there have been no significant changes during the three and nine months ended September 30, 2025 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report filed March 24, 2025 for the year ended December 31, 2024.

Current wording

An accounting policy is deemed critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate are reasonably likely to occur, that could materially impact the financial statements. Other than noted below, management believes that there have been no significant changes during the three months ended March 31, 2026 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 25, 2026, as amended on March 27, 2026.

Previous wording

•data from our clinical programs that support an acceptable risk benefit profile of our product candidates in the intended patient populations; acceptance by the U.S. Food and Drug Administration ("FDA") or other applicable regulatory agencies of the Investigational New Drug ("IND") applications, clinical trial applications and/or other regulatory filings for SER 252 and other product candidates.

Current wording

•data from our clinical programs that support an acceptable risk benefit profile of our product candidates in the intended patient populations; acceptance by the U.S. Food and Drug Administration (the “FDA”) or other applicable regulatory agencies of the Investigational New Drug (“IND”) applications, clinical trial applications and/or other regulatory filings for SER-252 and other product candidates;

Previous wording

We may never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials. We may elect to discontinue, delay, or modify clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development. Research and development activities account for a significant portion of our operating expenses. On November 3, 2025, the Company announced that it received a notice from the FDA, placing a clinical hold on the Company’s IND application for SER-252, the Company’s lead development program for advanced Parkinson’s disease. The FDA has requested additional information related to a commonly used excipient in the formulation of SER-252. The FDA’s feedback does not relate to the active drug substance or its proposed mechanism of action. The Company plans to engage with the FDA in order to lift the clinical hold and commence with the planned SER-252-1b registrational clinical study.

Current wording

We may never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials. We may elect to discontinue, delay, or modify clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development. On November 3, 2025, we announced that we received a notice from the FDA, placing a clinical hold on our IND application for SER-252, our lead development program for advanced Parkinson’s disease. The FDA requested additional information related to a commonly used excipient in the formulation of SER-252. The FDA’s feedback did not relate to the active drug substance or its proposed mechanism of action.

Previous wording

Our general and administrative expenses consist primarily of personnel costs, and other expenses for outside professional services, including legal, recruiting, audit and accounting, and facility related costs not otherwise included in research and development expenses. Personnel costs consist of salaries, benefits and equity-based compensation expense for our personnel in executive and other administrative functions. We expect our general and administrative expenses to increase over the next several years to support our continued research and development activities, manufacturing activities, increased costs of expanding our operations and operating as a public company. These increases will likely include increases related to the hiring of additional personnel and legal, regulatory, and other fees and services associated with maintaining compliance with the New York Stock Exchange American Company Guide and SEC requirements, director and officer insurance costs, and investor relations costs associated with being a public company.

Current wording

Our general and administrative expenses consist primarily of personnel costs, and other expenses for outside professional services, including legal, recruiting, audit and accounting, insurance and facility related costs not otherwise included in research and development expenses. Personnel costs consist of salaries, benefits and equity-based compensation expense for our personnel in executive and other administrative functions. We expect our general and administrative expenses to increase over the next several years to support our continued research and development activities, manufacturing activities, increased costs of expanding our operations and operating as a public company. These increases will likely include increases related to the hiring of additional personnel and legal, regulatory, and other fees and services associated with maintaining compliance with the New York Stock Exchange American Company Guide and SEC requirements, director and officer insurance costs, and investor relations costs associated with being a public company.

Previous wording

Our other income (expenses) are comprised of interest income on our cash equivalents, changes in fair value of our convertible notes and liability-classified warrants, interest accrued from the convertible notes and foreign currency transaction gains, primarily related to payables and intercompany loans.

Current wording

Our other (expenses) income are comprised of interest income on our cash equivalents, changes in fair value of our liability-classified instruments (convertible notes, warrants, and tranche liability), gains/(losses) from extinguishment of such liabilities, interest accrued from the convertible notes and foreign currency transaction gains/(losses).

Previous wording

Comparison of the three and nine months ended September 30, 2025 and 2024

Current wording

Comparison of the three months ended March 31, 2026 and 2025

Previous wording

Research and development expenses were $9.8 million for the nine months ended September 30, 2025, compared to $5.1 million for the same period in 2024. The increase of $4.6 million is primarily due to increases of $2.3 million in outsourced research services, $1.3 million in salaries, payroll related expenses and stock based compensation as a result of increased headcount, $1.1 million in consultant spend for research programs, amortization of $0.7 million for a prepaid technology access fee and $0.3 million increased spend in clinical related activities. These increases were offset by decreases of $0.7 million in professional fees for the maintenance of certain patent and other intellectual property and biological material assets included in Legacy Assets, $0.3 million in severance and related costs and $0.1 million in miscellaneous expenses amounts that were individually insignificant.

Current wording

Research and development expenses were $3.2 million for the three months ended March 31, 2026, compared to $3.0 million for the same period in 2025. The increase of $0.2 million was primarily due to increases of $0.4 million in salaries, payroll related expenses and stock based compensation as a result of increased headcount and $0.1 million increased spend in clinical related activities. These increases were primarily offset by decrease in amortization of $0.3 million for a prepaid technology access fee that was fully amortized in 2025.

Previous wording

General and administrative expenses were $2.7 million for the three months ended September 30, 2025, compared to $2.9 million for the same period in 2024. The net decrease of $0.2 million is due primarily to a $0.3 million decrease in severance, and $0.3 million in stock based compensation and recruiting fees. These decreases were offset by increases of $0.3 million in investor outreach activities and $0.1 million in equity compensation for consultants.

Current wording

General and administrative expenses were $3.1 million for the three months ended March 31, 2026, compared to $2.9 million for the same period in 2025. The increase of $0.2 million was primarily driven by a $0.1 million increase in compensation expense, a $0.1 million increase in investor outreach activities and $0.1 million in miscellaneous expense amounts that were individually insignificant. These increases were primarily offset by a decrease of $0.1 million in consultant expenses.

Previous wording

See Notes 6, Fair Value Measurements and Note 7, Stockholders’ Equityto our condensed consolidated interim financial statements included elsewhere in this Report for additional information on fair value adjustments of convertible promissory notes, Legacy Serina warrants, liability classified Merger Warrants and Contingent Warrants, and conversion of the AgeX-Serina Note upon consummation of the Merger on March 26, 2024.

Current wording

See Note 5, Fair Value Measurements, and Note 6, Stockholders’ Equity (Deficit), to our unaudited condensed consolidated interim financial statements included elsewhere in this Report for additional information on fair value adjustments of associated to the tranche liabilities in connection with the March 2026 PIPE, convertible promissory notes, Legacy Serina warrants, and the liability classified Merger Warrants and Contingent Warrants.

Previous wording

In April 2025, we entered into a Securities Purchase Agreement with certain investors for a private placement of securities. At the closing of the Private Placement, we issued an aggregate of 965,250 shares of newly authorized Series A Convertible Preferred Stock, par value $0.0001, at a purchase price of $5.18 per share, resulting in net proceeds of $4.9 million. Each share of Series A Preferred Stock is convertible into shares of the Company's common stock, par value

Current wording

In April 2025, we entered into a securities purchase agreement with certain investors for a private placement of 965,250 shares of newly authorized Series A Preferred Stock, at a purchase price of $5.18 per share, resulting in net proceeds of $4.9 million. Each share of Series A Preferred Stock is convertible into shares of our common stock, at a conversion price of $5.18 per share, subject to standard anti-dilution adjustments, and earns cumulative annual dividend at a rate of 8% per annum that are declared annually beginning on March 31, 2026 and paid in shares of the Company’s common stock (“PIK Shares”). As of March 31, 2026, 75,528 PIK Shares have been declared and issued. In April 2026, upon closing of the March 2026 PIPE, requirements were satisfied for the automatic conversion of all outstanding shares of the Series A Preferred Stock and any accrued but unissued PIK Shares into shares of the Company's common stock. The conversion price of the Series A Preferred Stock was also automatically adjusted to $2.25 per share from $5.18 per share.

Previous wording

Additionally, on April 25, 2025, we entered into a sales agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC (the "Sales Agent"), with respect to an at-the-market offering ("ATM") program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $13.3 million through the Sales Agent. We will pay the Sales Agent a commission up to 3.0% of the gross sales proceeds of any shares sold under the Sales Agreement. As of September 30, 2025, we have sold 385,851 shares of our common stock at an average price of $5.96, resulting in net proceeds of $2.2 million under the ATM.

Current wording

Additionally, on April 25, 2025, we entered into a sales agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (the “Sales Agent”), with respect to an at-the-market program (the “ATM”) under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $13.3 million through the Sales Agent. We pay the Sales Agent a commission up to 3.0% of the gross sales proceeds of any shares sold under the Sales Agreement. In 2026, we have sold 3.1 million shares of our common stock at an gross average price of $3.35, resulting in gross proceeds of $10.4 million under the ATM. To date, we have issued 3.6 million shares of common stock under the ATM program at a gross average per share price of $3.67, resulting in gross proceeds of $13.2 million.

Previous wording

On September 9, 2025, we entered into an unsecured convertible note (the “2025 Convertible Note”) with a member of the our Board of Directors, making available to Serina an aggregate principal amount of up to $20 million.Under the 2025 Convertible Note, borrowings may be drawn at our discretion in five tranches tied to certain clinical and operational milestones, provided that if at the time we achieve a milestone and do not have sufficient cash available to cover projected costs and expenses to achieve the next milestone, then we will be required to draw such deficiency. The five tranches correspond to the five following milestones: (i) up to $5 million on or before September 30, 2025; (ii) up to $2.5 million on or after December 15, 2025 upon enrollment of the first patient in the our SER-252-1b registrational clinical study; (iii) up to $2.5 million upon enrollment of the second patient in the study; (iv) up to $5 million on or after March 15, 2026, upon dosing of the last patient in Cohort 1 of the study; and (v) up to $5 million on or after April 30, 2026, upon dosing of the first patient in Cohort 2 of the study (“Milestone 5”). See Components of Operating Results in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) for a discussion of the impact of recent FDA communication on the clinical study.

Current wording

On September 9, 2025, we entered into an the “2025 Convertible Note” with a member of our Board of Directors, making available to Serina an aggregate principal amount of up to $20.0 million. Under the 2025 Convertible Note, borrowings were to be drawn at our discretion in five tranches tied to certain clinical and operational milestones. See the section entitled “Components of Operating Results” above for a discussion of the impact of recent FDA communication on the clinical study.

Previous wording

The 2025 Convertible Note is convertible, at the option of the holder, into shares of the the Company's common stock, at any time until the maturity date at a conversion price of $5.18 per share. The conversion price is subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transaction.

Current wording

The 2025 Convertible Note was convertible, at the option of the holder, into shares of our common stock, at any time until the maturity date at a conversion price of $5.18 per share. The conversion price was subject to standard anti-dilution adjustments.

Previous wording

On September 28, 2025, we drew down the first tranche of $5.0 million under the 2025 Convertible Note ("First Tranche"), incurring $0.1 million in transaction costs which were accounted for as a debt discount.

Current wording

In September 2025, we drew down the first tranche of $5.0 million under the 2025 Convertible Note, incurring $0.1 million in transaction costs which were accounted for as a debt discount.

Previous wording

Our primary use of cash is to fund operating expenses, which consist of research and development expenditures and general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Current wording

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures and general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Previous wording

Since inception, we have had significant operating losses and negative cash flows and as of September 30, 2025, we had an accumulated deficit of $60.2 million. Our losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations within twelve months of the issuance date of our condensed consolidated financial statements included in this Report, raise substantial doubt about our ability to continue as a going concern. We expect to incur substantial expenditures in the foreseeable future for the development of our product candidates and will require additional financing to continue this development. Our consolidated interim financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Current wording

Since inception, we have had significant operating losses and negative cash flows and as of March 31, 2026, we had an accumulated deficit of $70.4 million. Our losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations within twelve months of the issuance date of our condensed consolidated financial statements included in this Report, raise substantial doubt about our ability to continue as a going concern. We expect to incur substantial expenditures in the foreseeable future for the development of our product candidates and will require additional financing to continue this development. Our unaudited consolidated interim financial statements have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Previous wording

•our ability to enter into contract manufacturing arrangements for supply of active pharmaceutical ingredient, or API, and manufacture of our product candidates and the terms of such arrangements;

Current wording

•our ability to enter into contract manufacturing arrangements for supply of active pharmaceutical ingredient (“API”), and manufacture of our product candidates and the terms of such arrangements;

Previous wording

Net loss for the nine months ended September 30, 2025 was $15.9 million. Net cash used in operating activities during this period amounted to $11.9 million. The $4.0 million difference between the net loss and net cash used in operating activities during the nine months ended September 30, 2025 was comprised of offsetting non-cash items of $1.3 million and changes in operating assets and liabilities totaling $2.7 million. The non-cash items consisted of $2.8 million in stock-based compensation, $0.2 million in non-cash lease expenses and $0.1 million in equity compensation to consultants for services. These non-cash items were reduced by the non-cash gain of $1.1 million from the change in the fair value of warrants and $0.7 million gain from warrant expirations. The net $2.7 million cash from operating assets and liabilities primarily consisted of a $2.0 million increase in accounts payable, decrease of $0.8 million in prepaid and other current assets and $0.2 million increase in other current liabilities. These cash increases were partially offset by the $0.3 million decrease in accrued expenses.

Current wording

Net loss for the three months ended March 31, 2026 was $6.9 million. Net cash used in operating activities during this period amounted to $4.6 million. The $2.3 million difference between the net loss and net cash used in operating activities during the three months ended March 31, 2026 was comprised of non-cash items of $1.8 million and changes in operating assets and liabilities totaling $0.5 million. The non-cash items consisted of $1.6 million loss from extinguishment of financial commitment assets and contingent warrants, $1.1 million in stock-based compensation and $0.2 million in non-cash lease and interest expense. These non-cash items were reduced by the non-cash gain of $1.1 million from the change in the fair value of liability-classified instruments. The net $0.5 million cash from operating assets and liabilities primarily consisted of a $0.9 million increase in accounts payable and $0.2 million increase in accrued expenses. These cash increases were partially offset by the decrease of $0.5 million in prepaid and other current assets and $0.1 million in lease liabilities.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 2025 of $16.9 million is primarily due to net proceeds received of $4.9 million from issuance of common stock to Juvenescence in January 2025, $4.9 million received in April 2025 from a securities purchase agreement entered with certain investors for a private placement of securities, net proceeds received of $4.9 million from the First Tranche drawdown under the 2025 Convertible Note, and $2.2 million net proceeds from our ATM. See Note 7. Stockholders’ Equity, to our condensed consolidated interim financial statements included elsewhere in this Report for additional information.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2026 of $26.1 million is attributable to $15.9 million of net proceeds from our March 2026 PIPE and $10.2 million net proceeds from our ATM. See Note 6, Stockholders’ Equity (Deficit), to our unaudited condensed consolidated financial statements included elsewhere in this Report for additional information.