As filed with the U.S. Securities and Exchange Commission on August 30 , 2018
File No. 001-38519
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
AgeX Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-1436829 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
1010 Atlantic Avenue Alameda, California | 94502 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 871-4190
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common stock, par value $0.0001 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
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.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ ] |
| Emerging growth company [X] |
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 13(a) of the Exchange Act. [X]
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section of the Information Statement entitled “Risk Factors.” That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections of the Information Statement entitled “Summary and Selected Financial Data,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section of the information statement entitled “Business—Facilities.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section of the Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section of the Information Statement entitled “Management” and “Security Ownership of Certain Beneficial Owners and Management.” Those sections are incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the sections of the Information Statement entitled “Management—Compensation of Directors” and “Executive Compensation.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Party Transactions; and Director Independence
The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors—Risks Related to our Relationship with BioTime,” “Management,” “Executive Compensation,” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section of the Information Statement entitled “Business—Legal Proceedings.” This section is incorporated herein by reference.
Item 9. Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors,” “Dividend Policy,” “Capitalization,” “The Distribution,” “Shares Eligible for Future Sale,” and “Description of Securities.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
The information required by this item is contained under the section of the Information Statement entitled “Certain Relationships and Related Party Transactions.” That section is incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors—Risks Pertaining to Our Common Stock,” “Dividend Policy” and “Description of Securities.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section of the Information Statement entitled “Management—Indemnification of Directors and Officers.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections of the Information Statement entitled “Unaudited Pro Forma Condensed Combined Financial Statements,” “Index to Audited Consolidated Financial Statements and Unaudited Condensed Consolidated Interim Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statement and Exhibits
(a) Financial Statements
The information required by this item is contained under the section of the Information Statement entitled “Index to Audited Consolidated Financial Statements and Unaudited Condensed Consolidated Interim Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
(b) Exhibits.
* Previously filed.
** Filed herewith.
† Indicates management contract or compensatory plan.
# Confidential treatment has been granted with respect to portions of this exhibit (indicated by asterisks) and those portions have been separately filed by BioTime, Inc. with the Securities and Exchange Commission.
## Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately 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.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment no. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 30th day of August, 2018.
| AGEX THERAPEUTICS, INC. | ||
| By: | /s/ Michael D. West | |
| Michael D. West | ||
| Chief Executive Officer | ||
