Serina Therapeutics, Inc.

Previous 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.

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 $13.1 million and $11.4 million for six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $76.8 million and $23.0 million in cash and cash equivalents.

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. 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.

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 and six months ended June 30, 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

Commitments to issue common stock and warrants in connection with future equity financings are accounted for as outstanding contingently issuable instruments. The contingently issuable instruments are evaluated to determine if they are freestanding and their classification as equity or liability instruments. We have determined the accounting classification of the contingently issuable instruments, as either liability or equity, by first assessing whether they meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, instruments are considered liability classified if they are mandatorily redeemable, thereby obligating us to settle the instrument or the underlying shares by paying cash or other assets, or instruments that must or may require settlement by issuing a variable number of shares. If the contingently issuable instruments do not meet liability classification under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the instruments do not require liability classification under ASC 815-40, and in order to conclude equity classification, we also assesses whether they are indexed to our common stock and whether they are classified as equity under ASC 815-40 or other applicable U.S. GAAP. After all relevant assessments, we conclude whether the instruments are classified as liability or equity. Liability classified contingently issuable instruments are recorded as a tranche liability at fair value upon issuance and subsequently remeasured to fair value each reporting period until settlement with all changes in fair value recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. Equity classified contingently issuable instruments are recorded at fair value upon issuance and are not subsequently remeasured.

Current wording

Commitments to issue common stock and warrants in connection with future equity financings are accounted for as outstanding contingently issuable instruments. The contingently issuable instruments are evaluated to determine if they are freestanding and their classification as equity or liability instruments. We have determined the accounting classification of the contingently issuable instruments, as either liability or equity, by first assessing whether they meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, instruments are considered liability classified if they are mandatorily redeemable, thereby obligating us to settle the instrument or the underlying shares by paying cash or other assets, or instruments that must or may require settlement by issuing a variable number of shares. If the contingently issuable instruments do not meet liability classification under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the instruments do not require liability classification under ASC 815-40, and in order to conclude equity classification, we also assessed whether they are indexed to our common stock and whether they are classified as equity under ASC 815-40 or other applicable U.S. GAAP. After all relevant assessments, we conclude whether the instruments are classified as liability or equity. Liability classified contingently issuable instruments are recorded as a tranche liability at fair value upon issuance and subsequently remeasured to fair value each reporting period until settlement with all changes in fair value recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. Equity classified contingently issuable instruments are recorded at fair value upon issuance and are not subsequently remeasured.

Previous wording

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

Current wording

Comparison of the three and six months ended June 30, 2026 and 2025

Previous 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.

Current wording

Research and development expenses were $3.8 million for the three months ended June 30, 2026, compared to $3.2 million for the same period in 2025. The $0.6 million increase was primarily driven by increases of $0.2 million in salaries, payroll related expenses and stock based compensation as a result of increased headcount and a $0.7 million increase in clinical related activities. These increases were primarily offset by a decrease in consultant spend of $0.2 million and $0.1 million decrease in facility related expenses.

Previous 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.

Current wording

General and administrative expenses were $3.0 million for the three months ended June 30, 2026, compared to $2.5 million for the same period in 2025. The increase of $0.5 million was primarily driven by a $0.6 million increase legal expenses due to patent and financing activities and a $0.1 million increase in miscellaneous expense amounts that were individually insignificant. These increases were primarily offset by a decrease of $0.2 million in consultant expenses.

Previous wording

Other expense was $0.6 million for the three months ended March 31, 2026, compared to other income of $1.0 million for the same period in 2025. The $1.6 million increase in expense was primarily attributable to the non-cash loss on extinguishment of financial commitment assets and contingent warrants from the amendment of our convertible notes in connection with our March 2026 PIPE (as defined below).

Current wording

Other expense was $0.2 million for the six months ended June 30, 2026, compared to other income of $0.1 million for the same period in 2025. The $0.3 million decrease was primarily attributable to the net non-cash loss of $1.6 million on extinguishment of financial commitment assets in connection with our 2025 Convertible Note and $0.1 million increase in miscellaneous expense amounts that were individually insignificant. These losses were offset by a $1.4 million gain due to the settlement of the tranche liability in connection with the closing of our March 2026 PIPE.

Previous 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.

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 associated with 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

We had $24.5 million in cash and cash equivalents as of March 31, 2026 and received an additional $5.2 million of cash proceeds in April 2026 the from the March 2026 PIPE. Our operations have been financed primarily by the issuance of common stock, private placements, convertible preferred stock, convertible notes, warrant exercises and our ATM program.

Current wording

We had $23.0 million in cash and cash equivalents as of June 30, 2026. Our operations have been financed primarily by the issuance of common stock, private placements, convertible preferred stock, convertible notes, warrant exercises and our ATM program.

Previous 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.

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 a 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”). In April 2026, upon closing of the March 2026 PIPE, requirements were satisfied, subject to shareholder approval, 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. Upon shareholder approval in June 2026, the Series A Preferred Stock converted into 2.3 million shares of the Company's common stock at the adjusted conversion price of $2.25 per share. No shares of Series A Preferred Stock remain outstanding as of June 30, 2026.

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 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.

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 a 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 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.

Current wording

On September 9, 2025, we entered into 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

On March 17, 2026, the Company entered into the March 2026 PIPE, a private placement of common stock and pre-funded warrants led by a member of the Board of Directors, at $2.25 per share. Each share of common stock and pre-funded warrant was accompanied by redeemable warrants to purchase a number of shares equal to 50% of the aggregate shares purchased at an exercise price of $5.00 per share. The redeemable warrants expire four years from the date of issuance and are callable by us upon the earlier of (i) 30 days following the dosing of the first patient in Cohort 2 of the SER-252 Phase 1b SAD study, or (ii) September 30, 2026, and in each case subject to the Company’s share price exceeding $10.00 per share on the relevant date. Under the terms of the agreements, the initial funding provided for at least $15.0 million of gross proceeds, with one or more additional closings for aggregate gross proceeds of at least $5.0 million and up to $15.0 million to be funded within 20 days after the initial closing, subject to the satisfaction of customary closing conditions. To date, gross proceeds of $21.2 million have been received. In connection with the closing of the March 2026 PIPE, the 2025 Convertible Note was amended to remove any further obligations to borrow or loan funds under the note.

Current wording

On March 17, 2026, the Company entered into the March 2026 PIPE, a private placement of common stock and pre-funded warrants led by a member of the Board of Directors, at $2.25 per share. Each share of common stock and pre-funded warrant was accompanied by redeemable warrants to purchase a number of shares equal to 50% of the aggregate shares purchased at an exercise price of $5.00 per share. The redeemable warrants expire four years from the date of issuance and are callable by us upon the earlier of (i) 30 days following the dosing of the first patient in Cohort 2 of the SER-252 Phase 1b SAD study, or (ii) September 30, 2026, and in each case subject to the Company’s share price exceeding $10.00 per share on the relevant date. Under the terms of the agreements, the initial funding provided for at least $15.0 million of gross proceeds, with one or more additional closings for aggregate gross proceeds of at least $5.0 million and up to $15.0 million to be funded within 20 days after the initial closing, subject to the satisfaction of customary closing conditions. To date, gross proceeds of $21.2 million have been received. In connection with the closing of the March 2026 PIPE, the 2025 Convertible Note was amended to remove any further obligations to borrow or loan funds under the 2025 Convertible Note.

Previous 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.

Current wording

Since inception, we have had significant operating losses and negative cash flows and as of June 30, 2026, we had an accumulated deficit of $76.8 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

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.

Current wording

Net cash used in operating activities was $11.3 million for the six months ended June 30, 2026, and primarily consisted of our net loss of $13.3 million, partially offset by net non-cash charges of $2.7 million, and unfavorable changes in operating assets and liabilities of $0.7 million. Non-cash charges primarily consisted of $2.1 million in stock-based compensation, $1.6 million loss from extinguishment of financial commitment assets and contingent warrants in connection with the March 2026 PIPE, $0.4 million of debt-related charges and $0.1 million of non-cash lease, offset by a non-cash gain of $1.5 million related to the change in fair value of liability-classified instruments. The changes in operating assets and liabilities were driven primarily by a $0.7 million increase in prepaid expenses and other current assets.

Previous 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.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 of $31.3 million consisted of $21.1 million of net proceeds received from our March 2026 PIPE and $10.2 million of 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.