Business Context and Reporting Period
This Form 8-K is filed by AgeX Therapeutics, Inc. (trading symbol: AGE) on May 23, 2023, reporting events occurring on May 17 and May 19, 2023. The company is an emerging growth company incorporated in Delaware with principal offices in Alameda, California. Note: The request metadata references "Serina Therapeutics, Inc.," but the filing text explicitly identifies the registrant as AgeX Therapeutics, Inc.
Key Financial Metrics and Obligations
- Debt Obligation: On May 19, 2023, the company drew $500,000 under a Secured Note with Juvenescence Limited.
- Repayment Terms: The outstanding principal balance of the Secured Note is due and payable on February 14, 2024.
- Stockholders' Equity: The filing indicates the company has stockholders' equity of less than $2,000,000.
- Profitability: The company has incurred losses from continuing operations and/or net losses during its two most recent fiscal years.
- Liquidity and Revenue: The filing text does not provide specific values for current revenue, cash flow, or total liquidity beyond the $500,000 draw.
Material Changes and Listing Status
On May 17, 2023, AgeX received notice from the NYSE American staff of an intent to delist its common stock. The delisting is based on non-compliance with stockholders' equity requirements (Sections 1003(a)(i), (ii), and (iii) of the Exchange's Company Guide) following the expiration of a compliance plan period on May 17, 2023. The specific deficiencies cited are equity below $2,000,000 combined with losses in the two most recent fiscal years.
Outlook, Risks, and Management Commentary
- Appeal Process: AgeX intends to request a hearing before the Exchange's Committee to appeal the delisting determination. This request will stay further action pending the Committee's decision.
- Contingency Plan: If delisted, the company intends to arrange for its common stock to be quoted on an electronic interdealer quotation system.
- Uncertainty: There is no assurance that the request for continued listing will be granted.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from anticipated results due to risk factors detailed in periodic SEC reports.
Investor Verification Checklist
- Verify the status of the appeal hearing with the NYSE American Committee regarding the delisting notice.
- Confirm the total outstanding balance of the Secured Note with Juvenescence Limited and any additional covenants or collateral requirements.
- Review the most recent Form 10-Q (filed May 12, 2023) for detailed financial statements regarding the reported losses and equity levels.
- Monitor announcements regarding the potential transfer of trading to an electronic interdealer quotation system (OTC markets).