Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 14, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 1-38519 | |||
Entity Registrant Name | AgeX Therapeutics, Inc. | |||
Entity Central Index Key | 0001708599 | |||
Entity Tax Identification Number | 82-1436829 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 1101 Marina Village Parkway | |||
Entity Address, Address Line Two | Suite 201 | |||
Entity Address, City or Town | Alameda | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 94501 | |||
City Area Code | (510) | |||
Local Phone Number | 671-8370 | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | AGE | |||
Security Exchange Name | NYSE | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | true | |||
Entity Shell Company | false | |||
Entity Public Float | $ 32.5 | |||
Entity Common Stock, Shares Outstanding | 37,943,064 | |||
Documents Incorporated by Reference | None | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | WithumSmith+Brown, PC | OUM & CO. LLP | ||
Auditor Location | San Francisco, California | San Francisco, California | ||
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 584 | $ 527 |
Accounts and grants receivable, net | 25 | 326 |
Prepaid expenses and other current assets | 1,625 | 1,430 |
Total current assets | 2,234 | 2,283 |
Deposit | 50 | 50 |
Intangible assets, net | 870 | 1,592 |
TOTAL ASSETS | 3,154 | 3,925 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 771 | 1,656 |
Loan due to Juvenescence, net of debt issuance cost, current portion | 7,140 | 1,960 |
Related party payables, net | 70 | 71 |
Deferred revenues, current portion | 275 | |
Paycheck Protection Program Loan | 436 | |
Insurance premium liability and other current liabilities | 986 | 959 |
Total current liabilities | 8,967 | 5,357 |
Loan due to Juvenescence, net of debt issuance cost, net of current portion | 6,062 | 3,900 |
Deferred revenues, net of current portion | 64 | |
TOTAL LIABILITIES | 15,029 | 9,321 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value, authorized 5,000 shares; none issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value, 100,000 shares authorized; 37,941 and 37,691 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 4 | 4 |
Additional paid-in capital | 93,912 | 91,810 |
Accumulated other comprehensive income | 143 | |
Accumulated deficit | (105,748) | (97,073) |
AgeX Therapeutics, Inc. stockholders’ deficit | (11,832) | (5,116) |
Noncontrolling interest | (43) | (280) |
Total stockholders’ deficit | (11,875) | (5,396) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 3,154 | $ 3,925 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,941,220 | 37,691,047 |
Common stock, shares outstanding | 37,941,220 | 37,691,047 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
REVENUES: | |||
Total revenues | $ 144,000 | $ 361,000 | |
Cost of sales | (19,000) | (26,000) | |
Gross profit | 125,000 | 335,000 | |
OPERATING EXPENSES: | |||
Research and development | 1,456,000 | 3,714,000 | |
General and administrative | 6,708,000 | 6,721,000 | |
Total operating expenses | 8,164,000 | 10,435,000 | |
Gain on deconsolidation of LifeMap Sciences (Note 3) | 106,000 | ||
Loss from operations | (7,933,000) | (10,100,000) | |
OTHER EXPENSE, NET: | |||
Interest expense, net | (1,097,000) | (404,000) | |
Other income, net | 448,000 | 105,000 | |
Total other expense, net | (649,000) | (299,000) | |
NET LOSS FROM CONTINUING OPERATIONS | (8,582,000) | (10,399,000) | |
NET LOSS FROM DISCONTINUED OPERATIONS (Note 3) | (103,000) | (727,000) | |
NET LOSS BEFORE INCOME TAXES | (8,685,000) | (11,126,000) | |
Income tax benefit from discontinued operations | 150,000 | ||
NET LOSS | (8,685,000) | (10,976,000) | |
Net loss attributable to noncontrolling interest from continuing operations | 3,000 | 5,000 | |
Net loss attributable to noncontrolling interest from discontinued operations | 7,000 | 106,000 | |
NET LOSS ATTRIBUTABLE TO AGEX | $ (8,675,000) | $ (10,865,000) | |
NET LOSS PER COMMON SHARE: | |||
Continuing operations | $ (0.23) | $ (0.28) | |
Discontinued operations | 0 | (0.01) | |
BASIC AND DILUTED | $ (0.23) | $ (0.29) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | |||
BASIC AND DILUTED | 37,886 | 37,669 | |
AMOUNTS ATTRIBUTABLE TO AGEX: | |||
Loss from continuing operations | $ (8,579,000) | $ (10,394,000) | |
Loss from discontinued operations | [1] | (96,000) | (471,000) |
Grant Revenues [Member] | |||
REVENUES: | |||
Total revenues | 104,000 | 307,000 | |
Other Revenues [Member] | |||
REVENUES: | |||
Total revenues | $ 40,000 | $ 54,000 | |
[1] | Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
NET LOSS | $ (8,685) | $ (10,976) |
Other comprehensive expense, net of tax: | ||
Foreign currency translation adjustments from discontinued operations | (143) | 74 |
COMPREHENSIVE LOSS | (8,828) | (10,902) |
Less: Comprehensive loss attributable to noncontrolling interest from continuing operations | 3 | 5 |
Less: Comprehensive loss attributable to noncontrolling interest from discontinued operations | 7 | 106 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGEX COMMON STOCKHOLDERS | $ (8,818) | $ (10,791) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 4 | $ 88,353 | $ (86,208) | $ 399 | $ 69 | $ 2,617 |
Balance, shares at Dec. 31, 2019 | 37,649 | |||||
Issuance of common stock | 37 | 37 | ||||
Issuance of common stock, shares | 29 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (9) | (9) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 13 | |||||
Issuance of warrants | 1,640 | 1,640 | ||||
Stock-based compensation | 933 | 933 | ||||
Issuance of subsidiary common stock – LifeMap Sciences | 288 | 288 | ||||
Transactions with noncontrolling interests – LifeMap Sciences | 856 | (856) | ||||
Foreign currency translation adjustment | 74 | 74 | ||||
Net loss | (10,865) | (111) | (10,976) | |||
Balance at Dec. 31, 2020 | $ 4 | 91,810 | (97,073) | (280) | 143 | (5,396) |
Balance, shares at Dec. 31, 2020 | 37,691 | |||||
Issuance of common stock | 475 | 475 | ||||
Issuance of common stock, shares | 242 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (7) | (7) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 8 | |||||
Issuance of warrants | 757 | 757 | ||||
Stock-based compensation | 1,003 | 1,003 | ||||
Transactions with noncontrolling interests – LifeMap Sciences | (269) | 269 | ||||
Deconsolidation of LifeMap Sciences | 143 | (22) | (143) | (22) | ||
Net loss | (8,675) | (10) | (8,685) | |||
Balance at Dec. 31, 2021 | $ 4 | $ 93,912 | $ (105,748) | $ (43) | $ (11,875) | |
Balance, shares at Dec. 31, 2021 | 37,941 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to AgeX | $ (8,579,000) | $ (10,394,000) |
Net loss attributable to noncontrolling interest | (3,000) | (5,000) |
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities: | ||
Gain on deconsolidation of LifeMap Sciences (Note 3) | (106,000) | |
Gain on extinguishment of debt (Paycheck Protection Program Loan) | (437,000) | |
Depreciation expense | 699,000 | |
Amortization of intangible asset | 131,000 | 132,000 |
Amortization of right-of-use asset | 424,000 | |
Amortization of debt issuance costs | 1,114,000 | 487,000 |
Stock-based compensation | 999,000 | 909,000 |
Changes in operating assets and liabilities: | ||
Accounts and grant receivables, net | 128,000 | (30,000) |
Prepaid expenses and other current assets | 760,000 | 663,000 |
Accounts payable and accrued liabilities | (772,000) | 382,000 |
Related party payables | 15,000 | |
Insurance premium liability | (921,000) | (713,000) |
Other current liabilities | (79,000) | (577,000) |
Net cash used in operating activities from continuing operations | (7,765,000) | (8,008,000) |
Net cash provided by (used in) operating activities from discontinued operations (Note 3) | (90,000) | 191,000 |
Net cash used in operating activities | (7,855,000) | (7,817,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of LifeMap Sciences (Note 3) | 466,000 | |
Partial collection on loan due from LifeMap Sciences | 250,000 | |
Purchase of equipment and other | (20,000) | |
Net cash provided by (used in) investing activities from continuing operations | 716,000 | (20,000) |
Deconsolidation of cash and cash equivalents from discontinued operations (Note 3) | (50,000) | |
Net cash provided by (used in) investing activities | 666,000 | (20,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Draw down on loan facility from Juvenescence | 7,000,000 | 5,700,000 |
Proceeds from the issuance of common stock | 496,000 | |
Proceeds from Paycheck Protection Program Loan | 433,000 | |
Payment of debt related costs | (157,000) | |
Repayment of financing lease liability | (15,000) | |
Net cash provided by financing activities from continuing operations | 7,496,000 | 5,961,000 |
Partial payment on loan due to AgeX from discontinued operations (Note 3) | (250,000) | |
Net cash provided by financing activities | 7,246,000 | 5,961,000 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 1,000 | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 57,000 | (1,875,000) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of year | 577,000 | 2,452,000 |
End of year | 634,000 | 577,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for interest | 13,000 | 12,000 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||
Issuance of common stock upon vesting of restricted stock units | 16,000 | 21,000 |
Issuance of common stock to Juvenescence (Note 5) | 37,000 | |
Issuance of warrants to Juvenescence (Note 5) | $ 757,000 | $ 1,640,000 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity AgeX Therapeutics, Inc. (“AgeX”) was incorporated in January 2017 in the state of Delaware as a subsidiary of Lineage Cell Therapeutics, Inc. (“Lineage,” formerly known as BioTime, Inc.), a publicly traded, clinical-stage biotechnology company. AgeX is a biotechnology company focused on the development and commercialization of novel therapeutics targeting human aging and degenerative diseases. AgeX’s mission is to apply its comprehensive experience in fundamental biological processes of human aging to a broad range of age-associated medical conditions. AgeX’s proprietary technology, based on telomerase-mediated cellular immortality and regenerative biology, allows AgeX to utilize telomerase-expressing regenerative pluripotant stem cells (“PSCs”) for the manufacture of cell-based therapies to regenerate tissues afflicted with age-related chronic degenerative disease. AgeX’s main technology platforms and product candidates are: ● PureStem ® ● UniverCyte™ which uses the HLA-G gene to suppress rejection of transplanted cells and tissues to confer low immune observability to cells; ● AGEX-BAT1 using adipose brown fat cells for metabolic diseases such as Type II diabetes and obesity; ● AGEX-VASC1 using vascular progenitor cells to treat tissue ischemia such as in peripheral vascular disease and ischemic heart disease; and ● Induced tissue regeneration or iTR technology to regenerate or rejuvenate cells to treat a variety of degenerative diseases including those associated with aging, as well as other potential tissue regeneration applications such as scarless wound repair. AgeX is an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012. Lineage’s sale of significant ownership interest in AgeX to Juvenescence On August 30, 2018, Lineage consummated the sale of 14,400,000 shares of common stock of AgeX owned by Lineage to Juvenescence Limited (“Juvenescence”). Prior to the transaction, Juvenescence owned 5.6 % of AgeX’s issued and outstanding common stock. Upon completion of the transaction, Lineage’s ownership in AgeX was reduced from 80.4 % to 40.2 % of AgeX’s issued and outstanding shares of common stock, and Juvenescence’s ownership in AgeX was increased from 5.6 % to 45.8 % of AgeX’s issued and outstanding shares of common stock. AgeX did not receive any proceeds from the transaction. As a result of that transaction, AgeX ceased to be a subsidiary of Lineage because Lineage experienced a “loss of control” of a subsidiary, as defined by U.S. GAAP. Loss of control is deemed to have occurred when, among other things, a parent company owns less than a majority of the outstanding common stock in the subsidiary, lacks a controlling financial interest in the subsidiary and, is unable to unilaterally control the subsidiary through other means such as having, or being able to obtain, the power to elect a majority of the subsidiary’s Board of Directors based solely on contractual rights or ownership of shares holding a majority of the voting power of the subsidiary’s voting securities. All of these loss-of-control factors were present with respect to Lineage’s ownership interest in AgeX as of August 30, 2018. Accordingly, Lineage deconsolidated AgeX’s consolidated financial statements and results from its consolidated financial statements and results beginning on August 30, 2018. On November 28, 2018 (the “Distribution Date”), Lineage distributed to its shareholders, on a pro rata basis, 12,697,028 1,718,972 4.8 Disposition and Deconsolidation of LifeMap Sciences On March 6, 2021, AgeX and its then majority-owned subsidiary LifeMap Sciences, Inc. (“LifeMap Sciences”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atlas Capital Partners Limited, a British Virgin Islands company limited by shares (“Atlas”), and GCLMS Acquisition Corporation (“GCLMS”), a Delaware corporation that was a wholly-owned subsidiary of Atlas. On March 15, 2021, the merger was completed pursuant to the terms of the Merger Agreement. As a result of the merger, GCLMS merged into LifeMap Sciences and (a) the shares of LifeMap Sciences common stock outstanding at the time of the merger entitled the holders of those shares to receive a pro rata portion of a $ 500,000 AgeX received approximately $ 466,400 1,761,296 250,000 As a result of the completion of the cash-out merger on March 15, 2021, LifeMap Sciences is no longer a subsidiary of AgeX. Accordingly, AgeX has deconsolidated LifeMap Sciences’ consolidated financial statements and consolidated results of operations from AgeX, effective March 15, 2021 (the “LifeMap Deconsolidation”), in accordance with Accounting Standards Codification, or ASC 810-10-40, Consolidation See Note 3 for additional information regarding the disposition and deconsolidation of LifeMap Sciences. Going Concern AgeX primarily finances its operations through sales of its common stock, loans from its largest stockholder Juvenescence, and research grants. AgeX has incurred operating losses and negative cash flows since inception and had an accumulated deficit of 105.7 Based on a strategic review of its operations, giving consideration to the status of its product development programs, human resources, capital needs and resources, and current conditions in the capital markets, AgeX’s board of directors and management have adopted operating plans and budgets to extend the period over which AgeX can continue its operations with its available cash resources. Notwithstanding those operating plans and budgets, based on AgeX’s most recent projected cash flows AgeX believes that its cash and cash equivalents of $ 0.6 5,000,000 Staff Reductions and Elimination of Laboratory Facilities Lease During April 2020, AgeX initiated staff layoffs that affected 11 105,000 195,000 Following the staff reductions, AgeX subleased out a significant portion of its leased laboratory space and did not renew its lease or enter into a new lease for a replacement facility when its lease expired on December 31, 2020. Instead, AgeX entered into a lease for a smaller office only space commencing January 1, 2021. Principles of consolidation The consolidated financial statements of AgeX are presented in accordance with U.S. GAAP. AgeX’s consolidated financial statements include the accounts of its subsidiaries and certain research and development departments. AgeX consolidated its direct and indirect wholly-owned or majority-owned subsidiaries because AgeX has the ability to control their operating and financial decisions and policies through its ownership, and the noncontrolling interest is reflected as a separate element of stockholders’ deficit on AgeX’s consolidated balance sheets. AgeX’s consolidated balance sheet at December 31, 2020, as reported, includes LifeMap Sciences’ consolidated assets and liabilities, after intercompany eliminations. However, LifeMap Sciences’ consolidated assets and liabilities are not included in AgeX’s consolidated balance sheet at December 31, 2021, due to the deconsolidation of LifeMap Sciences on March 15, 2021. LifeMap Sciences’ consolidated financial statements and consolidated results of operations include its wholly-owned and consolidated subsidiary LifeMap Sciences, Ltd. AgeX’s consolidated statements of operations for the year ended December 31, 2021 include LifeMap Sciences’ consolidated results for the period through March 15, 2021 rather than the day immediately preceding the deconsolidation due to the conversion of $ 1,761,296 AgeX has one operating subsidiary, ReCyte Therapeutics, Inc. (“ReCyte”). ReCyte is an early stage pre-clinical research and development company involved in stem cell-derived endothelial and cardiovascular related progenitor cells for the treatment of vascular disorders and ischemic conditions. AgeX owns 94.8 All material intercompany accounts and transactions between AgeX and its subsidiaries have been eliminated in consolidation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period with consideration given to materiality. Significant estimates and assumptions which are subject to significant judgment include those related to going concern assessment of consolidated financial statements, allocations and adjustments necessary for carve-out basis of presentation, including the separate return method for income taxes, useful lives associated with long-lived assets, including evaluation of asset impairment, allowances for uncollectible accounts receivables, loss contingencies, deferred income taxes and tax reserves, including valuation allowances related to deferred income taxes, and assumptions used to value stock-based awards or other equity instruments. Actual results could differ materially from those estimates. To the extent there are material differences between the estimates and actual results, AgeX’s future results of operations will be affected. Transactions with noncontrolling interests of subsidiaries AgeX accounts for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary under the provisions of ASC 810-10-45-23, Consolidation – Other Presentation Matters, Reclassifications Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to current year presentation of discontinued operations. Certain financial information is presented on a rounded basis, which may cause minor differences. See Note 3 for further information on discontinued operations. Liquidity and impact of COVID-19 In addition to general economic and capital market trends and conditions, AgeX’s ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to AgeX’s operations such as operating expenses and progress in out-licensing its technologies and development of its product candidates. The availability of financing may be adversely impacted by the COVID-19 pandemic which could depress national and international economies and disrupt capital markets, supply chains, and aspects of AgeX’s operations. The extent to which the ongoing COVID-19 pandemic will ultimately impact AgeX’s business, results of operations, financial condition, or cash flows is highly uncertain and difficult to predict because it will depend on many factors that are outside AgeX’s control. The unavailability or inadequacy of financing to meet future capital needs could force AgeX to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its stockholders. AgeX cannot assure that adequate financing will be available on favorable terms, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going concern assessment AgeX assesses going concern uncertainty for its consolidated financial statements to determine if AgeX has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by Financial Accounting Standard Board’s (“FASB”) ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to AgeX, AgeX will consider various scenarios, forecasts, projections, and estimates, and AgeX will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, AgeX makes certain assumptions concerning its ability to curtail or delay research and development programs and expenditures within the look-forward period in accordance with ASU No. 2014-15. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures ● Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. In determining fair value, AgeX utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, AgeX has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents primarily consisting of money market funds. These assets are measured at fair value using the period-end quoted market prices as a Level 1 input. The carrying amounts of accounts receivable, net, prepaid expenses and other current assets, related party amounts due to affiliates, accounts payable, accrued liabilities and other current liabilities approximate fair values because of the short-term nature of these items. Cash and cash equivalents AgeX considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, AgeX’s cash balances totaled $ 0.6 0.5 Concentrations of credit risk Financial instruments that potentially subject AgeX to significant concentrations of credit risk consist primarily of cash and cash equivalents. AgeX limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, AgeX has not experienced any losses on such accounts. Restricted cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 584 $ 527 Restricted cash included in deposits 50 50 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 634 $ 577 Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits and other long-term assets in the consolidated balance sheets. Accounts receivable, net AgeX establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. For subscription contracts in which the subscription term commences before a payment was due, LifeMap Sciences recorded an accounts receivable as the subscription was earned over time and billed the customer according to the contract terms. There were no amounts reserved for doubtful accounts as of December 31, 2021 and 2020. Equipment and furniture, net Equipment and furniture is stated at cost and is being depreciated using the straight-line method over their estimated useful lives ranging from 3 10 Leases On January 1, 2019, AgeX adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, AgeX management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a financing lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, AgeX continues to use (i) 75% or greater to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) 90% or greater to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. Under the available practical expedients, and as applicable, AgeX accounts for the lease and non-lease components as a single lease component. AgeX recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, an entity uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the entity will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Upon adoption of ASC 842 and based on the practical expedients available under that standard, AgeX did not reassess any expired or existing contracts, reassess the lease classification for any expired or existing leases and reassess initial direct costs for exiting leases. AgeX also elected not to capitalize leases that have terms of twelve months or less. AgeX’s sublease of its office and laboratory facility, which commenced on April 2, 2019 and ended on December 31, 2020, was subject to ASC 842. AgeX recognized its lease as a right-of-use asset included in property and equipment, net and operating lease liability on its balance sheet in accordance with ASC 842 up until the lease terminated on December 31, 2020 (see Note 9). During 2020, AgeX as a sublessor subleased portions of its office and laboratory space to certain unaffiliated third parties. These subleases are not accounted for under ASC 842 as amounts are not material and or the sublease periods are under one year. On November 3, 2020, AgeX entered into a one year lease effective January 1, 2021 for office space only comprising 135 square feet in a building in an office and research park at 1101 Marina Village Parkway, Suite 201, Alameda, California. Base monthly rent was $ 947 1,074 Long-lived intangible assets Long-lived intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents, including acquired in-process research and development (“IPR&D”) with alternative future uses, are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful lives of the assets, generally over 10 years (see Note 4). Impairment of long-lived assets Long-lived assets, including long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, AgeX evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. Through December 31, 2021, there have been no impairment losses. Accounting for warrants AgeX determines the accounting classification of warrants it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock Stock-based compensation AgeX recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with FASB ASC 718, Compensation – Stock Compensation AgeX estimates the fair value of employee stock-based payment awards on the grant-date and recognizes the resulting fair value, net of estimated forfeitures for grants prior to 2017, over the requisite service period. Upon adoption of Accounting Standards Update (“ASU”) 2016-09 on January 1, 2017 as further discussed below, forfeitures are accounted for as they occur instead of based on the number of awards that were expected to vest prior to adoption of ASU 2016-09. AgeX uses the Black-Scholes option pricing model for estimating the fair value of options granted under the Incentive Plan. The fair value of each restricted stock grant, if any, is determined based on the value of the common stock granted or sold. AgeX has elected to treat stock-based payment awards with time-based service conditions as a single award and recognizes stock-based compensation on a straight-line basis over the requisite service period. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718. Stock option awards issued to non-employees, principally consultants or outside contractors, as applicable, are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options and restricted stock units can more reliably be measured than the fair value of services received. AgeX records compensation expense based on the then-current fair values of the stock options and restricted stock units at the grant date. Compensation expense for non-employee grants is recorded on a straight-line basis in the consolidated statements of operations. The Black-Scholes option pricing model requires AgeX to make certain assumptions including the fair value of the underlying common stock, the expected term, the expected volatility, the risk-free interest rate and the dividend yield (see Note 7). The fair value of the shares of common stock underlying the stock options is determined in accordance with the Incentive Plan and is based on prevailing market prices on the NYSE American where AgeX common stock is traded. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. AgeX estimates the expected term of options granted using the “simplified method” provided under Staff Accounting Bulletin, Topic 14, Because AgeX’s common stock had no publicly traded history prior to November 29, 2018, for the years ended December 31, 2021 and 2020, AgeX estimated the expected volatility using its own stock price volatility to the extent applicable or a combination of its stock price volatility and the stock price volatility of peer companies, for a period equal to the expected term of the options. The peer companies used include selected public companies within the biotechnology industry with comparable characteristics to AgeX, including similarity in size, lines of business, market capitalization, revenue and financial leverage. The risk-free interest rate assumption is based upon observed interest rates on the United States government securities appropriate for the expected term of AgeX’s stock options. The dividend yield assumption is based on AgeX’s history and expectation of dividend payouts. AgeX has never declared or paid any cash dividends on its common stock, and AgeX does not anticipate paying any cash dividends in the foreseeable future. All excess tax benefits and tax deficiencies from stock-based compensation awards accounted for under ASC 718 are recognized as an income tax benefit or expense, respectively, in the consolidated statements of operations. An excess income tax benefit arises when the tax deduction of a share-based award for income tax purposes exceeds the compensation cost recognized for financial reporting purposes and, a tax deficiency arises when the compensation cost exceeds the tax deduction. Stock-based compensation expense for the years ended December 31, 2021 and 2020 consists of stock-based compensation under the Incentive Plan (see Note 7). Certain of AgeX’s consolidated subsidiaries have had their own share-based compensation plans however, there are no awards granted and outstanding under those plans as of December 31, 2021 and 2020. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, AgeX determines the fair value of the options granted under those plans using similar methodologies and assumptions AgeX used for its stock options discussed above. Although the fair value of stock options and restricted stock units is determined in accordance with FASB guidance, changes in the assumptions and allocations can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. Income taxes For Federal and California purposes, AgeX’s activity through August 30, 2018 was included in Lineage’s federal consolidated and California combined tax returns. However, the net operating losses and research and development credits generated before August 17, 2017, the contribution date to AgeX, will remain as tax attributes of Lineage (see Note 8). In general, net operating losses and other tax credit carryforwards generated by legal entities in a consolidated federal tax group or a combined state tax group, collectively “the tax group”, are available to other members of the tax group depending on the nature of the transaction that a member may enter into while still in the tax group. However, under the Tax Matters Agreement between Lineage and AgeX entered into on August 17, 2017, any use of a member’s net operating loss and other tax credit carryforwards by the other member is subject to reimbursement by the benefiting member for the actual tax benefit realized. Since the August 30, 2018 deconsolidation of AgeX and to date, neither Lineage nor AgeX has used the tax attributes of the other. AgeX accounts for income taxes in accordance with ASC 740, which prescribes the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and enacted rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. AgeX’s judgments, estimates and projections regarding future taxable income may change over time due to changes, among other factors, in market conditions, changes in tax laws, and tax planning strategies. If AgeX’s assumptions and consequently its estimates change in the future, the valuation allowance may be increased or decreased, which may have a material impact on AgeX’s consolidated financial statements. The guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. AgeX recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No unrecognized tax benefits have been recorded and no amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. AgeX does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. AgeX is currently unaware of any tax issues under review. On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, but not limited to, lowering the U.S. federal tax rates to a 21 Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income “GILTI” earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. stockholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 % of GILTI, however this deduction is limited to the company’s pre-GILTI U.S. income. For the year ended December 31, 2020, AgeX’s foreign entity operated at a book loss. However, for GILTI purposes, US tax laws are applied to the foreign activity and as a result there was an immaterial amount included in income for 2020. For the year ended December 31, 2021, AgeX’s foreign entity operated at an immaterial loss; therefore, no GILTI was included in income. Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred. Revenue recognition During the first quarter of 2018, AgeX adopted FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606) AgeX recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it expects to receive in exchange for such product or service. In doing so, AgeX follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. AgeX considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. AgeX applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. In the applicable paragraphs below, AgeX has summarized its revenue recognition policies for its various revenue sources in accordance with Topic 606. Revenue recognition by source and geography The following table presents AgeX’s consolidated revenues disaggregated by source for continuing operations (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, REVENUES: 2021 2020 Grant revenues $ 104 $ 307 Other revenues 40 54 Total revenues $ 144 $ 361 The following table presents consolidated revenues for continuing operations (in thousands), disaggregated by geography, based on the billing addresses of customers. Schedule of Disaggregated Geographical Revenue Year Ended December 31, REVENUES: 2021 2020 United States $ 107 $ 323 Foreign 37 38 Total revenues $ 144 $ 361 Subscription and advertisement revenues ® ® LifeMap Sciences’ deferred subscription revenues primarily represent subscriptions for which cash payment was received for the subscription term, but the subscription term was not completed as of the balance sheet date reported. LifeMap Sciences recognized $ 0.3 1.3 0.3 no LifeMap Sciences licensed from third parties the databases and software it commercialized and had a contractual obligation to pay royalties to the licensor on subscriptions sold. These costs were included in operating loss from discontinued operations on the consolidated statements of operations when the cash was received and the royalty obligation was incurred as the royalty payments did not qualify for capitalization of costs to fulfill a contract under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers Grant revenues Research and Development Arrangements. In applying the provisions of Topic 606, AgeX has determined that government grants are out of the scope of Topic 606 because the government entities do not meet the definition of a “customer”, as defined by Topic 606, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. In the absence of applicable guidance under U.S. GAAP, AgeX’s policy is to recognize grant revenue when the related costs are incurred, provided that the applicable conditions under the government contracts have been met. Only costs that are allowable under the grant award, certain government regulations and the National Institutes of Health’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Costs incurred are recorded in research and development expenses on the accompanying consolidated statements of operations. AgeX believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. In September 2018, AgeX was awarded a grant of up to approximately $ 225,000 25,000 On April 8, 2020, AgeX was awarded a grant of up to approximately $ 386,000 104,000 Arrangements with multiple performance obligations – Research and development Research and development expenses consist primarily of personnel costs and related benefits, including stock-based compensation, amortization of intangible assets, outside consultants and suppliers, and license fees paid to third parties to acquire patents or licenses to use patents and other technology. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, including service revenues from co-development projects with customers, if any and as applicable, approximate the respective revenues recognized in the consolidated statements of operations. General and administrative General and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. Foreign currency translation and other comprehensive income or loss, foreign currency transaction gains and losses In countries in which AgeX operates where the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting foreign currency translation adjustments are recorded as other comprehensive income, net of tax, in the consolidated statements of comprehensive loss and included as a component of accumulated other comprehensive income on the consolidated balance sheets. Foreign currency translation adjustments are immaterial for all periods presented. For transactions denominated in other than the functional currency of AgeX or its subsidiaries, AgeX recognizes transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. The majority of AgeX’s foreign currency transaction gains and losses were generated by LifeMap Sciences Ltd.’s intercompany payable due to LifeMap Sciences , Segments AgeX’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, AgeX’s executive management team has viewed AgeX’s operations as one segment that includes the research and development of regenerative medicine technologies targeting the diseases of aging and metabolic disorders, oncology, and neurological diseases and disorders, blood and vascular system diseases and disorders, and pluripotent cell technologies. As a result, the financial information disclosed materially represents all of the financial information related to AgeX’s sole operating segment. Basic and diluted net loss per share attributable to common stockholders Basic loss per share is calculated by dividing net loss attributable to AgeX common stockholders by the weighted average number of shares of common stock outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by AgeX, if any, during the period. Diluted loss per share is calculated by dividing the net income attributable to AgeX common stockholders, if any, by the weighted average number of shares of common stock outstanding, adjusted for the effects of potentially dilutive common stock issuable under outstanding stock options, warrants, and restricted stock units, using the treasury-stock method, and convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the years ended December 31, 2021 and 2020, because AgeX reported a net loss attributable to common stockholders, all potentially dilutive common stock, comprised of stock options, restricted stock units and warrants, is antidilutive. The following weighted average common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive (in thousands): Schedule of Anti-dilutive securities Excluded from Computation of Earning Per Share Year Ended December 31, 2021 2020 Stock options 3,145 2,875 Warrants 3,492 1,473 Restricted stock units 23 37 Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Recently issued accounting pronouncements not yet adopted In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance CARES Act On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. AgeX reviewed the provisions of the CARES Act but does not expect it to have a material impact to its tax provision or its consolidated financial statements. As described in Note 9, AgeX has obtained a loan under the Paycheck Protection Program under the CARES Act, the repayment of which was forgiven in February 2021. |
Disposition and Deconsolidation
Disposition and Deconsolidation of LifeMap Sciences | 12 Months Ended |
Dec. 31, 2021 | |
Insurance [Abstract] | |
Disposition and Deconsolidation of LifeMap Sciences | 3. Disposition and Deconsolidation of LifeMap Sciences Discontinued Operations On March 6, 2021, AgeX and LifeMap Sciences entered into the Merger Agreement with Atlas and GCLMS. On March 15, 2021, the merger was completed pursuant to the terms of the Merger Agreement. As a result of the merger, GCLMS merged into LifeMap Sciences and (a) the shares of LifeMap Sciences common stock outstanding at the time of the merger entitled the holders of those shares to receive a pro rata portion of the $ 500,000 AgeX received approximately $ 466,400 1,761,296 250,000 The following table presents the major classes of assets and liabilities of LifeMap Sciences included in AgeX’s consolidated balance sheet as of December 31, 2020 (in thousands). Schedule of Discontinued Operations December 31, 2020 Cash and cash equivalents $ 391 Accounts and grants receivable, net 173 Prepaid expenses and other current assets 7 Total current assets 571 Intangible assets, net 591 Accounts payable and accrued liabilities 161 Deferred revenues 275 Insurance premium and other current liabilities 1,995 Total current liabilities 2,431 Deferred revenues, net of current portion 64 Net liabilities of discontinued operations $ (1,333 ) The results of operations and cash flows for LifeMap Sciences are reported as discontinued operations under U.S. GAAP in accordance with ASC 205-20, Discontinued Operations Year Ended December 31, 2021 2020 Net revenues $ 277 $ 1,507 Costs, operating and other expenses (380 ) (2,234 ) Loss from discontinued operations (103 ) (727 ) Income tax provision - 150 Net loss from discontinued operations attributable to noncontrolling interest 7 106 Loss from discontinued operations (1) $ (96 ) $ (471 ) (1) Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences Deconsolidation As a result of the completion of the cash-out merger on March 15, 2021, LifeMap Sciences is no longer a subsidiary of AgeX. Effective March 15, 2021, AgeX deconsolidated LifeMap Sciences’ consolidated financial statements and consolidated results of operations from those of AgeX under U.S. GAAP ASC 810-10-40-4, Deconsolidation of a Subsidiary or Derecognition of a Group of Assets AgeX’s consolidated balance sheet at December 31, 2020, as reported, includes LifeMap Sciences’ consolidated assets and liabilities, after intercompany eliminations. However, LifeMap Sciences’ consolidated assets and liabilities are not included in AgeX’s unaudited consolidated balance sheet at December 31, 2021 due to the LifeMap Deconsolidation on March 15, 2021. AgeX’s consolidated statements of operations for the year ended December 31, 2021 include LifeMap Sciences’ consolidated results for the period through March 15, 2021 rather than the day immediately preceding the LifeMap Deconsolidation due to the conversion of $ 1,761,296 AgeX recognized a gain of $ 106,000 |
Selected Balance Sheet Componen
Selected Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Components | 4. Selected Balance Sheet Components Property and equipment, net At December 31, 2020, property and equipment in the amount of $ 381,000 were fully depreciated. No capital assets were acquired during 2021. Depreciation and amortization expenses for equipment and leasehold improvements from continuing operations amounted to $ 699,000 for the year ended December 31, 2020. This included $ 210,000 accelerated depreciation expense for laboratory machinery placed in storage upon lease termination as of December 31, 2020 (see Note 9). Intangible assets, net Intangible assets, net are primarily comprised of acquired licenses and other rights by LifeMap Sciences from a third party for certain databases it commercializes. On March 15, 2021, LifeMap Sciences was acquired by a third party in a cash-out merger (see Note 3). On August 13, 2018, AgeX entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Escape Therapeutics, Inc. (“Escape”) pursuant to which AgeX acquired certain patents and patent applications related primarily to methods of modifying cells and tissues and certain pluripotent stem cell lines so as to reduce their risk of being rejected when transplanted. This technology is called “UniverCyte™”. AgeX paid Escape $ 1,072,436 80,000 240,000 1.3 Business Combinations ASC 730-10-25(c), Research and Development – Intangible Assets Purchased from Others 10 In addition to the purchase price, AgeX will pay Escape a royalty of less than 1 4.3 Contingencies AgeX has also agreed to engage Escape’s chief executive officer as a consultant for a period of up to three years to assist AgeX in utilizing the acquired patents. AgeX paid $ 200,000 August 2021 AgeX estimated the future undiscounted cash flows expected to be received from the assets developed through the use of the UniverCyte™ technology when commercialized. The estimate of the future undiscounted cash flows considered AgeX’s financial condition and the royalties that may become payable to Escape. At December 31, 2021 and 2020, intangible assets, primarily consisting of acquired in-process research and development and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net December 31, 2021 (1) 2020 Intangible assets $ 1,312 $ 5,586 Accumulated amortization (442 ) (3,994 ) Total intangible assets, net $ 870 $ 1,592 (1) Reflects the effect of the LifeMap Deconsolidation. See Note 3. AgeX recognized $ 131,000 132,000 Amortization expense of intangible assets for discontinued operations for the years ended December 31, 2021 and 2020 amounted to $ 89,000 427,000 Amortization of intangible assets for periods subsequent to December 31, 2021 is as follows (in thousands): Schedule of Amortization Assets Year ending December 31, Amortization 2022 $ 131 2023 131 2024 131 2025 132 Thereafter 345 Total $ 870 Accounts payable and accrued liabilities At December 31, 2021 and 2020, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities December 31, 2021 (1) 2020 Accounts payable $ 193 $ 761 Accrued compensation 212 228 Accrued vendors and other expenses 366 667 Total accounts payable and accrued liabilities $ 771 $ 1,656 (1) Reflects the effect of the LifeMap Deconsolidation. See Note 3. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions Transactions with Juvenescence 2019 Loan Agreement On August 13, 2019, AgeX and Juvenescence entered into a Loan Facility Agreement (the “2019 Loan Agreement”) pursuant to which Juvenescence has provided to AgeX a $ 2.0 18 February 14, 2022 4.0 1.0 7.0 19,000 56,000 7.0 160,000 As consideration for the line of credit under the 2019 Loan Agreement, AgeX issued to Juvenescence warrants to purchase 150,000 2.60 236,000 2020 Loan Agreement On March 30, 2020, AgeX and Juvenescence entered into a new Secured Convertible Facility Agreement (the “2020 Loan Agreement”) pursuant to which Juvenescence provided to AgeX an $ 8.0 18 28,500 3 3,670,663 March 30, 2023 other indebtedness for money borrowed in excess of $100,000 becomes due and payable or can be declared due and payable prior to its due date or if indebtedness for money borrowed in excess of $25,000 is not paid when due Through December 31, 2021, AgeX had drawn a total of $ 7.5 8.0 0.5 Under the terms of the 2020 Loan Agreement, each time AgeX received an advance of funds under the 2020 Loan Agreement, AgeX issued to Juvenescence a number of 2020 Warrants equal to 50% of the number determined by dividing the amount of the advance by the applicable Market Price. The Market Price set each New Warrant when issued was the closing price per share of AgeX common stock on the NYSE American on the date of the applicable notice from AgeX requesting a draw of funds that triggered the obligation to issue the New Warrant. The exercise price of the 2020 Warrants is the applicable Market Price. The 2020 Warrants will expire at 5:00 p.m. New York time three years after the date of issue. As of December 31, 2021 AgeX had issued to Juvenescence 2020 Warrants to purchase 3,362,098 0.70 1.895 Registration Rights AgeX entered into certain Registration Rights Agreements pursuant to which it has agreed to register for sale under the Securities Act of 1933, as amended (the “Securities Act”) all shares of AgeX common stock presently held by Juvenescence or that may be acquired by Juvenescence through the exercise of common stock purchase warrants that they hold or that they may acquire pursuant to the 2020 Loan Agreement, and shares that they may acquire through the conversion of the loans into AgeX common stock. AgeX has filed a registration statement on Form S-3, which has become effective under the Securities Act, for offerings on a delayed or continuous basis covering 16,447,500 3,248,246 Related party payables Since October 2018, AgeX’s Chief Operating Officer (“COO”), who is also an employee of Juvenescence, has been devoting a majority of his time to AgeX’s operations. AgeX reimburses Juvenescence for his services on an agreed-upon fixed annual amount of approximately $ 280,000 70,000 71,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 6. Stockholders’ Equity (Deficit) Preferred Stock AgeX is authorized to issue up to 5,000,000 0.0001 no Common Stock AgeX has 100,000,000 0.0001 The holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of AgeX stockholders. The holders of common stock have no preemptive, subscription, or redemption rights. The outstanding shares of common stock are fully paid and non-assessable. As of December 31, 2021 and 2020, there were 37,941,220 37,691,047 Issuance and Sale of Warrants by AgeX Through December 31, 2021, as consideration for $ 7.5 3,362,098 28,500 On August 13, 2019, in lieu of accrued interest under the 2019 Loan Agreement, AgeX issued to Juvenescence 19,000 150,000 At-the-Market Offering Facility On January 8, 2021, AgeX entered into a sales agreement with Chardan Capital Markets, LLC (“Chardan”), relating to the sale of shares of AgeX common stock, par value $ 0.0001 12.6 496,000 |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 7. Stock-Based Awards Equity Incentive Plan Under the 2017 Equity Incentive Plan, as amended (the “Incentive Plan”), AgeX has reserved 4,500,000 Awards may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments or upon the attainment of performance goals, or upon the occurrence of specified events. No person shall be granted, during any one year period, options to purchase, or SARs with respect to, more than 1,000,000 500,000 No Awards may be granted under the Incentive Plan more than ten years after the date upon which the Incentive Plan was adopted by the Board, and no options or SARS granted under the Incentive Plan may be exercised after the expiration of ten years from the date of grant. Stock Options Options granted under the Incentive Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or “non-qualified” stock options that do not qualify incentive stock options. Incentive stock options may be granted only to AgeX employees and employees of subsidiaries. The exercise price of stock options granted under the Incentive Plan must be equal to the fair market of AgeX common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of AgeX stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years 100,000 The exercise price of an option may be payable in cash or in common stock having a fair market value equal to the exercise price, or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board or Committee may approve. Generally, options will be exercisable only while the optionee remains an employee, director or consultant, or during a specific period thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of 12 months after termination or the expiration date of the option. Restricted Stock and RSUs In lieu of granting options, AgeX may enter into purchase agreements with employees under which they may purchase or otherwise acquire Restricted Stock or RSUs subject to such vesting, transfer, and repurchase terms, and other restrictions. The price at which Restricted Stock may be issued or sold will be not less than 100% of fair market value Subject to the restrictions set with respect to the particular Award, a recipient of Restricted Stock generally shall have the rights and privileges of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends; provided that, any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld for the recipient’s account, and interest may be credited on the amount of the cash dividends withheld. The cash dividends or stock dividends so withheld and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the recipient in cash or, at the discretion of the Board or Committee, in shares of common stock having a fair market value equal to the amount of such dividends, if applicable, upon the release of restrictions on the Restricted Stock and, if the Restricted Stock is forfeited, the recipient shall have no right to the dividends. The terms and conditions of a grant of RSUs shall be determined by the Board or Committee. No shares of common stock shall be issued at the time a RSU is granted. A recipient of RSUs shall have no voting rights with respect to the RSUs. Upon the expiration of the restrictions applicable to a RSU, AgeX will either issue to the recipient, without charge, one share of common stock per RSU or cash in an amount equal to the fair market value of one share of common stock. At the discretion of the Board or Committee, each RSU (representing one share of common stock) may be credited with cash and stock dividends paid in respect of one share (“Dividend Equivalents”). Dividend Equivalents shall be withheld for the recipient’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld. Dividend Equivalents credited to a recipient’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed in cash or in shares of common stock having a fair market value equal to the amount of the Dividend Equivalents and earnings, if applicable, upon settlement of the RSU. If a RSU is forfeited, the recipient shall have no right to the related Dividend Equivalents. SARs A SAR is the right to receive, upon exercise, an amount payable in cash or shares, or a combination of shares and cash, equal to the number of shares subject to the SAR that is being exercised, multiplied by the excess of (a) the fair market value of a common stock on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award agreement. SARs may be granted either as free standing SARs or in tandem with options. No SAR may be exercised later than 10 The exercise price of a SAR shall not be less than 100 Equity Incentive Plan Awards A summary of the Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price January 1, 2020 1,054 2,846 50 $ 2.74 Options granted (303 ) 303 - 0.74 Options expired/forfeited 295 (295 ) - 2.89 Restricted stock units vested - - (22 ) - December 31, 2020 1,046 2,854 28 2.51 Increase option pool 500 - - - Options granted (568 ) 568 - 1.46 Options forfeited, cancelled or expired 57 (57 ) - 2.56 Restricted stock units vested - - (12 ) - December 31, 2021 1,035 3,365 16 $ 2.32 Options exercisable at December 31, 2021 2,543 $ 2.48 There were no 7.8 At December 31, 2021, AgeX had approximately $ 1.1 1.75 The aggregate intrinsic value of options outstanding was $ 107,000 42,000 Stock-based Compensation Expense AgeX recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2021 and 2020 (in thousands): Schedule of Stock Based Compensation Expense Year Ended December 31, 2021 2020 Research and development $ 62 $ 82 General and administrative 941 851 Total stock-based compensation expense $ 1,003 $ 933 The weighted-average estimated fair value of stock options granted during the years ended December 31, 2021 and 2020 was $ 1.15 0.53 Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2021 2020 Expected life (in years) 5.71 6.08 Risk-free interest rates 0.99 0.45 Volatility 102.34 87.86 Dividend yield - - The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If AgeX had made different assumptions, its stock-based compensation expense and net loss for the years ended December 31, 2021 and 2020 may have been significantly different. See Note 2 for a discussion of the factors used in determining these assumptions. AgeX does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Net loss from operations before income taxes are as follows: Schedule of Net Loss from Continuing Operations Before Income Taxes December 31, 2021 2020 Domestic $ (8,685 ) (9,358 ) Foreign - (1,768 ) Net loss before income taxes $ (8,685 ) (11,126 ) The provision (benefit) for income taxes consisted of the following (in thousands): Schedule of Current and Deferred Tax Provision (Benefit) for Income Taxes December 31, 2021 2020 Current tax provision (benefit): U.S. federal $ - $ - State - - Foreign - (150 ) Total current provision (benefit) - (150 ) Deferred tax provision (benefit): U.S. federal - - State - - Foreign - - Total deferred provision (benefit) - - Provision (benefit) for income taxes $ - $ (150 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary components of the net deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2021 2020 Net operating loss carryforwards $ 12,000 $ 13,958 Capital loss carryforwards 3,120 - Research and development credit carryforwards 1,426 2,306 Patents and fixed assets 901 693 Stock-based compensation 690 687 Other, net 80 184 Valuation allowance (18,217 ) (17,828 ) Total net deferred tax assets $ - $ - A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. AgeX established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. Income taxes differed from the amounts computed by applying the U.S. federal income tax rate indicated to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation December 31, 2021 2020 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits 1 % 1 % State tax benefit, net of effect on federal income taxes 14 % 2 % Permanent differences (1 )% (2 )% Loss and deconsolidation of LifeMap (31 )% - % Tax effect attributable to foreign operations - % (2 )% Change in valuation allowance (4 )% (19 )% Income tax rate - % 1 % As of December 31, 2021, AgeX has net operating loss carryforwards of approximately $ 48.6 million for U.S. federal income tax purposes. In general, NOLs and other tax credit carryforwards generated by legal entities in a consolidated federal tax group are available to other members of the tax group depending on the nature of the transaction that a member may enter into while still in the consolidated federal tax group. However, under the Tax Matters Agreement between Lineage and AgeX, any use of a member’s NOLs and other tax credit carryforwards by the other member is subject to reimbursement by the benefiting member for the actual tax benefit realized. Since the August 30, 2018 deconsolidation of AgeX and to date, neither Lineage nor AgeX has used the tax attributes of the other. On March 23, 2018, Ascendance was acquired by a third party in a merger through which AgeX received approximately $ 3.2 3.2 2.2 955,000 354,000 As further discussed in Note 1, on August 30, 2018, Lineage consummated the sale of 14,400,000 5.6 80.4 40.2 5.6 45.8 As of December 31, 2021, AgeX has net operating losses of approximately $ 20.4 million for California purposes. As AgeX and its subsidiaries have been included in the combined California tax return with Lineage, up to the date of deconsolidation on August 30, 2018, those state net operating losses will remain with AgeX. In general, NOLs and other tax credit carryforwards generated by legal entities in a combined state tax group are available to other members of the tax group depending on the nature of the transaction that a member may enter into while still in the combined state tax group. However, under the Tax Matters Agreement between Lineage and AgeX, any use of a member’s NOLs and other tax credit carryforwards by the other member is subject to reimbursement by the benefiting member for the actual tax benefit realized. Federal net operating losses generated on or prior to December 31, 2017, expire in varying amounts between 2028 and 2037, while federal net operating losses generated after December 31, 2017, carryforward indefinitely. The state net operating losses expire in varying amounts between 2028 and 2041 . As of December 31, 2021, AgeX has research and development tax credit carryforwards for federal and state tax purposes of $ 0.8 0.6 The federal tax credits expire between 2028 and 2041, while the state tax credits have no expiration date As of December 31, 2021, AgeX has capital loss carryforwards for federal and state tax purposes of $ 12.4 million and $ 5.9 million, respectively. The federal and California capital loss carryforwards will expire in 2026 . Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income “GILTI” earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. stockholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 % of GILTI, however this deduction is limited to the company’s pre-GILTI U.S. income. For the year ended December 31, 2020, AgeX’s foreign entity operated at a book loss. However, for GILTI purposes, US tax laws are applied to the foreign activity and as a result there was an immaterial amount included in income for 2020. For the year ended December 31, 2021, AgeX’s foreign entity operated at an immaterial loss; therefore, no GILTI was included in income. Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred. For the year ended December 31, 2021, we experienced a domestic loss from continuing operations and a foreign loss; therefore, no income tax provision was recorded for the year ended December 31, 2021. The sale of LifeMap Sciences was a taxable transaction to AgeX, however no income tax is due as the transaction resulted in a taxable loss primarily due to AgeX’s tax basis in the subsidiary. Other Income Tax Matters Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss (“NOL”) carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation AgeX and its subsidiaries may be subject to potential income tax examination by U.S. federal or states authorities. These potential examinations may include inquiries regarding the timing and amount of deductions, and compliance with U.S. federal and state tax laws. AgeX filed its first consolidated federal tax return in 2018. For AgeX subsidiaries that did operate and filed separate tax returns prior to 2018, those entities are not subject to tax examination by major taxing authorities for tax years before 2017. However, the taxing authorities may still make adjustments to the net operating loss and credit carryforwards used in open years by AgeX or any of its subsidiaries. Any potential examinations may include inquiries regarding the timing and amount of deductions, and compliance with U.S. federal and state tax laws. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Agreement On April 2, 2019, the term of a sublease that AgeX entered into during March 2019 (the “AgeX Lease”) went into effect for an office and research facility (the “Alameda Facility”) comprising approximately 23,911 Base monthly rent was $ 35,866.50 36,942.50 December 31, 2020 In connection with the AgeX Lease, as of December 31, 2019 AgeX incurred $ 436,000 Subleases During 2019, AgeX, as a sublessor, entered into sublease agreements (the “AgeX Subleases”) with unrelated parties (the “Sublessees”) to lease approximately 11,121 3,088.50 15,405.40 16,311.60 December 31, 2020 Office Lease Agreement Effective January 1, 2021, AgeX relocated its principal offices to 1101 Marina Village Parkway, Suite 201, Alameda, California following the December 31, 2020 expiration of the AgeX Lease. AgeX’s new office occupies 135 947 January 1, 2022 1,074 ASC 842 AgeX adopted ASC 842 in 2019. AgeX recorded a right-of-use asset of $ 726,000 There were no future minimum lease commitments as of December 31, 2021. Litigation – General AgeX is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When AgeX is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, AgeX will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, AgeX discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. AgeX is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. Employment Contracts AgeX has entered into employment contracts with certain executive officers. Under the provisions of the contracts, AgeX may be required to incur severance obligations for matters relating to changes in control, as defined, and involuntary terminations. Indemnification In the normal course of business, AgeX may provide indemnifications of varying scope under AgeX’s agreements with other companies or consultants, typically for AgeX’s pre-clinical programs. Pursuant to these agreements, AgeX will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with AgeX’s pre-clinical programs. Indemnification provisions could also cover third-party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to AgeX’s pre-clinical programs. Office and laboratory leases will also generally indemnify the lessor with respect to certain matters that may arise during the term of the lease. The sales agreement between AgeX and Chardan also includes indemnification provisions pursuant to which the parties have agreed to indemnify each other from certain liabilities that could arise from the offer and sale of AgeX common stock through the ATM facility, including liabilities under the Securities Act. Similarly, the Registration Rights Agreement between Juvenescence and AgeX includes indemnification provisions pursuant to which the parties will indemnify each other from certain liabilities in connection with the registration, offer, and sale of securities under a registration statement, including liabilities arising under the Securities Act. The term of these indemnification obligations will generally continue in effect after the termination or expiration of the particular license, lease, or agreement to which they relate. The potential future payments AgeX could be required to make under these indemnification agreements will generally not be subject to any specified maximum amount. Historically, AgeX has not been subject to any claims or demands for indemnification. AgeX also maintains various liability insurance policies that limit AgeX’s financial exposure. As a result, AgeX believes the fair value of these indemnification agreements is minimal. Accordingly, AgeX has not recorded any liabilities for these agreements as of December 31, 2021 and 2020. Paycheck Protection Program Loan On April 13, 2020, AgeX obtained a loan in the amount of $ 432,952 1 April 13, 2022 On December 27, 2020, the Consolidated Appropriations Act of 2021 was signed into law, retroactively allowing a federal deduction of the expenses that gave rise to the PPP Loan forgiveness. California does not allow a deduction for these expenses for publicly traded companies. Notice of Delisting On June 1, 2020, AgeX received a letter (the “Deficiency Letter”) from the staff of the NYSE American (the “Exchange”) indicating that AgeX does not meet certain of the Exchange’s continued listing standards as set forth in Section 1003(a)(i) of the Exchange Company Guide in that AgeX has stockholders’ equity of less than $ 2,000,000 On April 15, 2021, AgeX regained compliance with all of the Exchange’s continued listing standards set forth in Part 10 of the Exchange Company Guide. Specially, the Exchange has resolved the continued listing deficiency with respect to Section 1003(a)(i) of the Exchange Company Guide. However, as a result of the subsequent decline in the market price of AgeX common stock, the total value of market capitalization or “market cap” of AgeX common stock fell below the $ 50 On November 17, 2021 we received a second deficiency letter (2021 Deficiency Letter) from the staff of the Exchange indicating that AgeX does not meet certain of the Exchange’s continued listing standards as set forth in Section 1003(a)(i) and (ii) of the Exchange Company Guide in that we have stockholders equity of less than $ 2,000,000 4,000,000 AgeX intends to make arrangements to have its common stock quoted on an interdealer quotation system if its common stock is delisted from the Exchange. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Additional Draws under the 2020 Loan Agreement During January 2022, AgeX borrowed an additional $ 0.5 million under the 2020 Loan Agreement with Juvenescence. The outstanding principal balance of the loans under the 2020 Loan Agreement will become due and payable on the Repayment Date on March 30, 2023 . 2022 Secured Convertible Promissory Note and Security Agreement On February 14, 2022, AgeX and Juvenescence entered into a Secured Convertible Promissory Note (the “Secured Note”) pursuant to which Juvenescence has agreed to provide to AgeX a $ 13,160,000 8,160,000 7,160,000 5 1 In lieu of accrued interest, AgeX will pay Juvenescence an Origination Fee in an amount equal to 4% of the amount each draw of loan funds, which will accrue as each draw is funded, and an additional 4% of all the total amount of funds drawn that will accrue following the end of the 12 month period during which funds may be drawn from the line of credit. Conversion of Loan Amounts to Common Stock In lieu of repayment of funds borrowed, AgeX may convert the loan balance and any accrued but unpaid Origination Fees (collectively the “Outstanding Amount”) into AgeX common stock or “units” (a “Borrower Conversion”) if AgeX consummates a “Qualified Offering” which means a sale of common stock (or common stock paired with warrants or other convertible securities in “units”) in which the gross sale proceeds are at least $ 10 10 Juvenescence may convert the Outstanding Amount in whole or in part into AgeX common stock (a “Lender Conversion”) at any time at Juvenescence’s election at the closing price per share of AgeX common stock on the NYSE American or other national securities exchange on the date prior to the date Juvenescence gives AgeX notice Juvenescence’s election to convert the Outstanding Amount or a portion thereof into common stock. Any Borrower Conversion or Lender Conversion is subject to certain restrictions to comply with applicable requirements of the NYSE American (the “Exchange”) where AgeX common stock is listed. Section 713 of the Exchange Company Guide requires listed companies to obtain stockholder approval as a prerequisite to Exchange listing approval before: (i) issuing additional shares in a transaction involving the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20 50 The 19.9% blocker provides that any conversion of the Secured Note into common stock must either (i) not involve the issuance of more than 19.9% of the common stock outstanding on the date of the Secured Note at a price lower than the applicable market price (as further explained below) so that stockholder approval under the 20% Rule would not be required, or (ii) be approved by the AgeX stockholders. Under the Secured Note, AgeX may borrow funds from Juvenescence in period installments or “tranches” and the market price of AgeX common stock is determined for each such tranche. Each tranche market price is based on the closing price of AgeX common stock on the date of the drawdown notice from AgeX to Juvenescence requesting funding of the loan tranche. Upon Borrower Conversion, which can take place only in connection with a Qualified Offering by AgeX, only shares of common stock issuable upon the conversion of a tranche with a tranche market price greater than the applicable conversion price would be aggregated (along with any other common stock that might be issued to Juvenescence in connection with the Qualified Offering) for the purpose of determining the applicability of the 19.9% blocker. Upon Lender Conversion, only shares issuable upon the conversion of a tranche with a tranche market price that is lower than the market price on the date prior to the date the Juvenescence delivers a conversion notice to AgeX are aggregated for the purposes of determining the applicability of the 19.9% blocker. The change of control blocker provision provides that without the prior approval of AgeX stockholders a Borrower Conversion or a Lender Conversion may not take place if it would cause Juvenescence’s ownership to equal or exceed 50% of the outstanding shares of AgeX common stock. Consequently, without the approval of AgeX stockholders the Outstanding Amount may not be converted into AgeX common stock under the Borrower Conversion provisions or the Lender Conversion provisions of the Secured Note in an amount that would (a) equal or exceed 19.9% of the outstanding common stock (measured at the date of the Secured Note) at a conversion price less than the greater of the book value or the applicable tranche market value of AgeX common stock, or (b) cause Juvenescence’s ownership to equal or exceed 50% of the outstanding shares of AgeX common stock. Under the terms of the Secured Note, AgeX has agreed to seek the vote of AgeX stockholders to approve the ability of AgeX and Juvenescence to convert the Outstanding Amount into shares of AgeX common stock under the Borrower Conversion and Lender Conversion provisions of the Secured Note even if the Borrower Conversion or Lender Conversion, as applicable, would result in (a) Juvenescence receiving additional shares in excess of 19.9% of the AgeX common stock outstanding as of the date of the Secured Note for less than the greater of book value or the applicable tranche market values of AgeX common stock, or (b) Juvenescence owning more than 50% of AgeX outstanding common stock. Default Provisions The Outstanding Amount may become immediately due and payable prior to the Repayment Date if an Event of Default as defined in the Secured Note occurs. Events of Default under the Secured Note include: (a) AgeX fails to pay any principal amount payable by it in the manner and at the time provided under and in accordance with the Secured Note, (b) AgeX fails to pay any other amount payable by it in the manner and at the time provided under and in accordance with the Secured Note or the Security Agreement described below or any other agreement executed in connection with the Secured Note (the “Loan Documents”) and the failure is not remedied within three business days; (c) AgeX fails to perform any of its covenants or obligations or fail to satisfy any of the conditions under the Secured Note or any other Loan Document and, such failure (if capable of remedy) remains unremedied to the satisfaction of Juvenescence (in its sole discretion) for 10 business days after the earlier of (i) notice requiring its remedy has been given by Juvenescence to AgeX and (ii) actual knowledge of the failure by senior officers of AgeX; (d) if any indebtedness of AgeX in excess of $100,000 becomes due and payable, or a breach or other circumstance arises thereunder such that Juvenescence is entitled to declare such indebtedness due and payable, prior to its due date, or any indebtedness of AgeX in excess of $25,000 is not paid on its due date 250,000 Restrictive Covenants The Secured Note includes certain covenants that among other matters such as financial reporting: (i) impose financial restrictions on AgeX while the Secured Note remains unpaid, including restrictions on the incurrence of additional indebtedness by AgeX and its subsidiaries, except that AgeX’s subsidiary Reverse Bio will be permitted to incur debt convertible into equity not guaranteed or secured by the assets of AgeX or any other AgeX subsidiary, and the restrictions on the incurrence of indebtedness applicable to Reverse Bio will end if it raises more than $15 million in debt or equity financing within 12 months from the date of the Secured Note; (ii) require that AgeX use loan proceeds and funds that may be raised through certain equity offerings only for research and development work, professional and administrative expenses, for general working capital, and for repayment of all or a portion of AgeX’s indebtedness to Juvenescence; and (iii) prohibit AgeX from making additional investments in subsidiaries, unless AgeX obtains the written consent of Juvenescence to a transaction that otherwise would be prohibited or restricted. Security Agreement AgeX has entered into a Security Agreement granting Juvenescence a security interest in substantially all of the assets of AgeX, including a security interest in shares of AgeX subsidiaries that hold certain assets, as collateral for AgeX’s loan obligations. If an Event of Default occurs, Juvenescence will have the right to foreclose on the assets pledged as collateral. 2022 Warrants Upon each draw down of funds under the Secured Note, AgeX will issue to Juvenescence warrants to purchase shares of AgeX common stock (“2022 Warrants”). The 2022 Warrants will be governed by the terms of a Warrant Agreement between AgeX and Juvenescence. The number of 2022 Warrants to be issued will be equal to 50 The Warrant Agreement governing the 2022 Warrants contains a “change of control blocker” provision intended to prevent an exercise of 2022 Warrants that would violate the Change in Control Rule. The exercise price of the 2022 Warrants is set with reference to the market price of AgeX common stock so the 20% Rule would have no effect on the exercise of 2022 Warrants. Under the terms of the Secured Note, AgeX has agreed to seek the vote of AgeX stockholders to approve the ability of Juvenescence to exercise its 2022 Warrants if the exercise would cause Juvenescence’s ownership of AgeX common stock to equal or exceed 50% of the outstanding AgeX common stock. Registration Rights AgeX has entered into an amendment to its Registration Rights Agreement with Juvenescence to include as registrable securities under the Registration Rights Agreement the 2022 Warrants and underlying shares and any shares issuable upon the conversion of the Secured Note into common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Going concern assessment | Going concern assessment AgeX assesses going concern uncertainty for its consolidated financial statements to determine if AgeX has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by Financial Accounting Standard Board’s (“FASB”) ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to AgeX, AgeX will consider various scenarios, forecasts, projections, and estimates, and AgeX will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, AgeX makes certain assumptions concerning its ability to curtail or delay research and development programs and expenditures within the look-forward period in accordance with ASU No. 2014-15. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value (ASC 820-10-50), Fair Value Measurements and Disclosures ● Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 – Inputs to the valuation methodology are unobservable; that reflect management’s own assumptions about the assumptions market participants would make and significant to the fair value. In determining fair value, AgeX utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, AgeX has no financial assets or liabilities recorded at fair value on a recurring basis, except for cash and cash equivalents primarily consisting of money market funds. These assets are measured at fair value using the period-end quoted market prices as a Level 1 input. The carrying amounts of accounts receivable, net, prepaid expenses and other current assets, related party amounts due to affiliates, accounts payable, accrued liabilities and other current liabilities approximate fair values because of the short-term nature of these items. |
Cash and cash equivalents | Cash and cash equivalents AgeX considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, AgeX’s cash balances totaled $ 0.6 0.5 |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject AgeX to significant concentrations of credit risk consist primarily of cash and cash equivalents. AgeX limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, AgeX has not experienced any losses on such accounts. |
Restricted cash | Restricted cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 584 $ 527 Restricted cash included in deposits 50 50 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 634 $ 577 Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits and other long-term assets in the consolidated balance sheets. |
Accounts receivable, net | Accounts receivable, net AgeX establishes an allowance for doubtful accounts based on the evaluation of the collectability of its receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. For subscription contracts in which the subscription term commences before a payment was due, LifeMap Sciences recorded an accounts receivable as the subscription was earned over time and billed the customer according to the contract terms. There were no amounts reserved for doubtful accounts as of December 31, 2021 and 2020. |
Equipment and furniture, net | Equipment and furniture, net Equipment and furniture is stated at cost and is being depreciated using the straight-line method over their estimated useful lives ranging from 3 10 |
Leases | Leases On January 1, 2019, AgeX adopted ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, AgeX management determines if an arrangement is a lease at inception. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. When determining whether a lease is a financing lease or an operating lease, ASC 842 does not specifically define criteria to determine “major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying asset.” For lease classification determination, AgeX continues to use (i) 75% or greater to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) 90% or greater to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. Under the available practical expedients, and as applicable, AgeX accounts for the lease and non-lease components as a single lease component. AgeX recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet. ROU assets represent an entity’s right to use an underlying asset during the lease term and lease liabilities represent an entity’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. If the lease agreement does not provide an implicit rate in the contract, an entity uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the entity will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Upon adoption of ASC 842 and based on the practical expedients available under that standard, AgeX did not reassess any expired or existing contracts, reassess the lease classification for any expired or existing leases and reassess initial direct costs for exiting leases. AgeX also elected not to capitalize leases that have terms of twelve months or less. AgeX’s sublease of its office and laboratory facility, which commenced on April 2, 2019 and ended on December 31, 2020, was subject to ASC 842. AgeX recognized its lease as a right-of-use asset included in property and equipment, net and operating lease liability on its balance sheet in accordance with ASC 842 up until the lease terminated on December 31, 2020 (see Note 9). During 2020, AgeX as a sublessor subleased portions of its office and laboratory space to certain unaffiliated third parties. These subleases are not accounted for under ASC 842 as amounts are not material and or the sublease periods are under one year. On November 3, 2020, AgeX entered into a one year lease effective January 1, 2021 for office space only comprising 135 square feet in a building in an office and research park at 1101 Marina Village Parkway, Suite 201, Alameda, California. Base monthly rent was $ 947 1,074 |
Long-lived intangible assets | Long-lived intangible assets Long-lived intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents, including acquired in-process research and development (“IPR&D”) with alternative future uses, are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful lives of the assets, generally over 10 years (see Note 4). |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets, including long-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, AgeX evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. Through December 31, 2021, there have been no impairment losses. |
Accounting for warrants | Accounting for warrants AgeX determines the accounting classification of warrants it issues, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock |
Stock-based compensation | Stock-based compensation AgeX recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with FASB ASC 718, Compensation – Stock Compensation AgeX estimates the fair value of employee stock-based payment awards on the grant-date and recognizes the resulting fair value, net of estimated forfeitures for grants prior to 2017, over the requisite service period. Upon adoption of Accounting Standards Update (“ASU”) 2016-09 on January 1, 2017 as further discussed below, forfeitures are accounted for as they occur instead of based on the number of awards that were expected to vest prior to adoption of ASU 2016-09. AgeX uses the Black-Scholes option pricing model for estimating the fair value of options granted under the Incentive Plan. The fair value of each restricted stock grant, if any, is determined based on the value of the common stock granted or sold. AgeX has elected to treat stock-based payment awards with time-based service conditions as a single award and recognizes stock-based compensation on a straight-line basis over the requisite service period. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718. Stock option awards issued to non-employees, principally consultants or outside contractors, as applicable, are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options and restricted stock units can more reliably be measured than the fair value of services received. AgeX records compensation expense based on the then-current fair values of the stock options and restricted stock units at the grant date. Compensation expense for non-employee grants is recorded on a straight-line basis in the consolidated statements of operations. The Black-Scholes option pricing model requires AgeX to make certain assumptions including the fair value of the underlying common stock, the expected term, the expected volatility, the risk-free interest rate and the dividend yield (see Note 7). The fair value of the shares of common stock underlying the stock options is determined in accordance with the Incentive Plan and is based on prevailing market prices on the NYSE American where AgeX common stock is traded. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. AgeX estimates the expected term of options granted using the “simplified method” provided under Staff Accounting Bulletin, Topic 14, Because AgeX’s common stock had no publicly traded history prior to November 29, 2018, for the years ended December 31, 2021 and 2020, AgeX estimated the expected volatility using its own stock price volatility to the extent applicable or a combination of its stock price volatility and the stock price volatility of peer companies, for a period equal to the expected term of the options. The peer companies used include selected public companies within the biotechnology industry with comparable characteristics to AgeX, including similarity in size, lines of business, market capitalization, revenue and financial leverage. The risk-free interest rate assumption is based upon observed interest rates on the United States government securities appropriate for the expected term of AgeX’s stock options. The dividend yield assumption is based on AgeX’s history and expectation of dividend payouts. AgeX has never declared or paid any cash dividends on its common stock, and AgeX does not anticipate paying any cash dividends in the foreseeable future. All excess tax benefits and tax deficiencies from stock-based compensation awards accounted for under ASC 718 are recognized as an income tax benefit or expense, respectively, in the consolidated statements of operations. An excess income tax benefit arises when the tax deduction of a share-based award for income tax purposes exceeds the compensation cost recognized for financial reporting purposes and, a tax deficiency arises when the compensation cost exceeds the tax deduction. Stock-based compensation expense for the years ended December 31, 2021 and 2020 consists of stock-based compensation under the Incentive Plan (see Note 7). Certain of AgeX’s consolidated subsidiaries have had their own share-based compensation plans however, there are no awards granted and outstanding under those plans as of December 31, 2021 and 2020. For share-based compensation awards granted by those privately-held consolidated subsidiaries under their respective equity plans, AgeX determines the fair value of the options granted under those plans using similar methodologies and assumptions AgeX used for its stock options discussed above. Although the fair value of stock options and restricted stock units is determined in accordance with FASB guidance, changes in the assumptions and allocations can materially affect the estimated value and therefore the amount of compensation expense recognized in the consolidated financial statements. |
Income taxes | Income taxes For Federal and California purposes, AgeX’s activity through August 30, 2018 was included in Lineage’s federal consolidated and California combined tax returns. However, the net operating losses and research and development credits generated before August 17, 2017, the contribution date to AgeX, will remain as tax attributes of Lineage (see Note 8). In general, net operating losses and other tax credit carryforwards generated by legal entities in a consolidated federal tax group or a combined state tax group, collectively “the tax group”, are available to other members of the tax group depending on the nature of the transaction that a member may enter into while still in the tax group. However, under the Tax Matters Agreement between Lineage and AgeX entered into on August 17, 2017, any use of a member’s net operating loss and other tax credit carryforwards by the other member is subject to reimbursement by the benefiting member for the actual tax benefit realized. Since the August 30, 2018 deconsolidation of AgeX and to date, neither Lineage nor AgeX has used the tax attributes of the other. AgeX accounts for income taxes in accordance with ASC 740, which prescribes the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and enacted rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. AgeX’s judgments, estimates and projections regarding future taxable income may change over time due to changes, among other factors, in market conditions, changes in tax laws, and tax planning strategies. If AgeX’s assumptions and consequently its estimates change in the future, the valuation allowance may be increased or decreased, which may have a material impact on AgeX’s consolidated financial statements. The guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities. AgeX recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No unrecognized tax benefits have been recorded and no amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. AgeX does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. AgeX is currently unaware of any tax issues under review. On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, but not limited to, lowering the U.S. federal tax rates to a 21 Beginning in 2018, the 2017 Tax Act subjects a U.S. stockholder to tax on Global Intangible Low Tax Income “GILTI” earned by certain foreign subsidiaries. In general, GILTI is the excess of a U.S. stockholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 % of GILTI, however this deduction is limited to the company’s pre-GILTI U.S. income. For the year ended December 31, 2020, AgeX’s foreign entity operated at a book loss. However, for GILTI purposes, US tax laws are applied to the foreign activity and as a result there was an immaterial amount included in income for 2020. For the year ended December 31, 2021, AgeX’s foreign entity operated at an immaterial loss; therefore, no GILTI was included in income. Current interpretations under ASC 740 state that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. We have elected to account for GILTI as a current period expense when incurred. |
Revenue recognition | Revenue recognition During the first quarter of 2018, AgeX adopted FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606) AgeX recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration it expects to receive in exchange for such product or service. In doing so, AgeX follows a five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. AgeX considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. AgeX applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances. In the applicable paragraphs below, AgeX has summarized its revenue recognition policies for its various revenue sources in accordance with Topic 606. Revenue recognition by source and geography The following table presents AgeX’s consolidated revenues disaggregated by source for continuing operations (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, REVENUES: 2021 2020 Grant revenues $ 104 $ 307 Other revenues 40 54 Total revenues $ 144 $ 361 The following table presents consolidated revenues for continuing operations (in thousands), disaggregated by geography, based on the billing addresses of customers. Schedule of Disaggregated Geographical Revenue Year Ended December 31, REVENUES: 2021 2020 United States $ 107 $ 323 Foreign 37 38 Total revenues $ 144 $ 361 Subscription and advertisement revenues ® ® LifeMap Sciences’ deferred subscription revenues primarily represent subscriptions for which cash payment was received for the subscription term, but the subscription term was not completed as of the balance sheet date reported. LifeMap Sciences recognized $ 0.3 1.3 0.3 no LifeMap Sciences licensed from third parties the databases and software it commercialized and had a contractual obligation to pay royalties to the licensor on subscriptions sold. These costs were included in operating loss from discontinued operations on the consolidated statements of operations when the cash was received and the royalty obligation was incurred as the royalty payments did not qualify for capitalization of costs to fulfill a contract under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers Grant revenues Research and Development Arrangements. In applying the provisions of Topic 606, AgeX has determined that government grants are out of the scope of Topic 606 because the government entities do not meet the definition of a “customer”, as defined by Topic 606, as there is not considered to be a transfer of control of good or services to the government entities funding the grant. In the absence of applicable guidance under U.S. GAAP, AgeX’s policy is to recognize grant revenue when the related costs are incurred, provided that the applicable conditions under the government contracts have been met. Only costs that are allowable under the grant award, certain government regulations and the National Institutes of Health’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Costs incurred are recorded in research and development expenses on the accompanying consolidated statements of operations. AgeX believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. In September 2018, AgeX was awarded a grant of up to approximately $ 225,000 25,000 On April 8, 2020, AgeX was awarded a grant of up to approximately $ 386,000 104,000 Arrangements with multiple performance obligations – |
Research and development | Research and development Research and development expenses consist primarily of personnel costs and related benefits, including stock-based compensation, amortization of intangible assets, outside consultants and suppliers, and license fees paid to third parties to acquire patents or licenses to use patents and other technology. Research and development expenses incurred and reimbursed by grants from third parties or governmental agencies, including service revenues from co-development projects with customers, if any and as applicable, approximate the respective revenues recognized in the consolidated statements of operations. |
General and administrative | General and administrative General and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. |
Foreign currency translation and other comprehensive income or loss, foreign currency transaction gains and losses | Foreign currency translation and other comprehensive income or loss, foreign currency transaction gains and losses In countries in which AgeX operates where the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date. Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period. Resulting foreign currency translation adjustments are recorded as other comprehensive income, net of tax, in the consolidated statements of comprehensive loss and included as a component of accumulated other comprehensive income on the consolidated balance sheets. Foreign currency translation adjustments are immaterial for all periods presented. For transactions denominated in other than the functional currency of AgeX or its subsidiaries, AgeX recognizes transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. The majority of AgeX’s foreign currency transaction gains and losses were generated by LifeMap Sciences Ltd.’s intercompany payable due to LifeMap Sciences , |
Segments | Segments AgeX’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, AgeX’s executive management team has viewed AgeX’s operations as one segment that includes the research and development of regenerative medicine technologies targeting the diseases of aging and metabolic disorders, oncology, and neurological diseases and disorders, blood and vascular system diseases and disorders, and pluripotent cell technologies. As a result, the financial information disclosed materially represents all of the financial information related to AgeX’s sole operating segment. |
Basic and diluted net loss per share attributable to common stockholders | Basic and diluted net loss per share attributable to common stockholders Basic loss per share is calculated by dividing net loss attributable to AgeX common stockholders by the weighted average number of shares of common stock outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by AgeX, if any, during the period. Diluted loss per share is calculated by dividing the net income attributable to AgeX common stockholders, if any, by the weighted average number of shares of common stock outstanding, adjusted for the effects of potentially dilutive common stock issuable under outstanding stock options, warrants, and restricted stock units, using the treasury-stock method, and convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the years ended December 31, 2021 and 2020, because AgeX reported a net loss attributable to common stockholders, all potentially dilutive common stock, comprised of stock options, restricted stock units and warrants, is antidilutive. The following weighted average common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive (in thousands): Schedule of Anti-dilutive securities Excluded from Computation of Earning Per Share Year Ended December 31, 2021 2020 Stock options 3,145 2,875 Warrants 3,492 1,473 Restricted stock units 23 37 |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
CARES Act | CARES Act On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. AgeX reviewed the provisions of the CARES Act but does not expect it to have a material impact to its tax provision or its consolidated financial statements. As described in Note 9, AgeX has obtained a loan under the Paycheck Protection Program under the CARES Act, the repayment of which was forgiven in February 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash Year Ended December 31, 2021 2020 Cash and cash equivalents $ 584 $ 527 Restricted cash included in deposits 50 50 Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 634 $ 577 |
Schedule of Disaggregated Revenues | The following table presents AgeX’s consolidated revenues disaggregated by source for continuing operations (in thousands). Schedule of Disaggregated Revenues Year Ended December 31, REVENUES: 2021 2020 Grant revenues $ 104 $ 307 Other revenues 40 54 Total revenues $ 144 $ 361 |
Schedule of Disaggregated Geographical Revenue | The following table presents consolidated revenues for continuing operations (in thousands), disaggregated by geography, based on the billing addresses of customers. Schedule of Disaggregated Geographical Revenue Year Ended December 31, REVENUES: 2021 2020 United States $ 107 $ 323 Foreign 37 38 Total revenues $ 144 $ 361 |
Schedule of Anti-dilutive securities Excluded from Computation of Earning Per Share | The following weighted average common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive (in thousands): Schedule of Anti-dilutive securities Excluded from Computation of Earning Per Share Year Ended December 31, 2021 2020 Stock options 3,145 2,875 Warrants 3,492 1,473 Restricted stock units 23 37 |
Disposition and Deconsolidati_2
Disposition and Deconsolidation of LifeMap Sciences (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Insurance [Abstract] | |
Schedule of Discontinued Operations | The following table presents the major classes of assets and liabilities of LifeMap Sciences included in AgeX’s consolidated balance sheet as of December 31, 2020 (in thousands). Schedule of Discontinued Operations December 31, 2020 Cash and cash equivalents $ 391 Accounts and grants receivable, net 173 Prepaid expenses and other current assets 7 Total current assets 571 Intangible assets, net 591 Accounts payable and accrued liabilities 161 Deferred revenues 275 Insurance premium and other current liabilities 1,995 Total current liabilities 2,431 Deferred revenues, net of current portion 64 Net liabilities of discontinued operations $ (1,333 ) The results of operations and cash flows for LifeMap Sciences are reported as discontinued operations under U.S. GAAP in accordance with ASC 205-20, Discontinued Operations Year Ended December 31, 2021 2020 Net revenues $ 277 $ 1,507 Costs, operating and other expenses (380 ) (2,234 ) Loss from discontinued operations (103 ) (727 ) Income tax provision - 150 Net loss from discontinued operations attributable to noncontrolling interest 7 106 Loss from discontinued operations (1) $ (96 ) $ (471 ) (1) Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences |
Selected Balance Sheet Compon_2
Selected Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Intangible Assets, Net | At December 31, 2021 and 2020, intangible assets, primarily consisting of acquired in-process research and development and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net December 31, 2021 (1) 2020 Intangible assets $ 1,312 $ 5,586 Accumulated amortization (442 ) (3,994 ) Total intangible assets, net $ 870 $ 1,592 (1) Reflects the effect of the LifeMap Deconsolidation. See Note 3. |
Schedule of Amortization Assets | Amortization of intangible assets for periods subsequent to December 31, 2021 is as follows (in thousands): Schedule of Amortization Assets Year ending December 31, Amortization 2022 $ 131 2023 131 2024 131 2025 132 Thereafter 345 Total $ 870 |
Schedule of Accounts Payable and Accrued Liabilities | At December 31, 2021 and 2020, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities December 31, 2021 (1) 2020 Accounts payable $ 193 $ 761 Accrued compensation 212 228 Accrued vendors and other expenses 366 667 Total accounts payable and accrued liabilities $ 771 $ 1,656 (1) Reflects the effect of the LifeMap Deconsolidation. See Note 3. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted Average Exercise Price January 1, 2020 1,054 2,846 50 $ 2.74 Options granted (303 ) 303 - 0.74 Options expired/forfeited 295 (295 ) - 2.89 Restricted stock units vested - - (22 ) - December 31, 2020 1,046 2,854 28 2.51 Increase option pool 500 - - - Options granted (568 ) 568 - 1.46 Options forfeited, cancelled or expired 57 (57 ) - 2.56 Restricted stock units vested - - (12 ) - December 31, 2021 1,035 3,365 16 $ 2.32 Options exercisable at December 31, 2021 2,543 $ 2.48 |
Schedule of Stock Based Compensation Expense | AgeX recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2021 and 2020 (in thousands): Schedule of Stock Based Compensation Expense Year Ended December 31, 2021 2020 Research and development $ 62 $ 82 General and administrative 941 851 Total stock-based compensation expense $ 1,003 $ 933 |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | The weighted-average estimated fair value of stock options granted during the years ended December 31, 2021 and 2020 was $ 1.15 0.53 Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2021 2020 Expected life (in years) 5.71 6.08 Risk-free interest rates 0.99 0.45 Volatility 102.34 87.86 Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss from Continuing Operations Before Income Taxes | Net loss from operations before income taxes are as follows: Schedule of Net Loss from Continuing Operations Before Income Taxes December 31, 2021 2020 Domestic $ (8,685 ) (9,358 ) Foreign - (1,768 ) Net loss before income taxes $ (8,685 ) (11,126 ) |
Schedule of Current and Deferred Tax Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes consisted of the following (in thousands): Schedule of Current and Deferred Tax Provision (Benefit) for Income Taxes December 31, 2021 2020 Current tax provision (benefit): U.S. federal $ - $ - State - - Foreign - (150 ) Total current provision (benefit) - (150 ) Deferred tax provision (benefit): U.S. federal - - State - - Foreign - - Total deferred provision (benefit) - - Provision (benefit) for income taxes $ - $ (150 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The primary components of the net deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2021 2020 Net operating loss carryforwards $ 12,000 $ 13,958 Capital loss carryforwards 3,120 - Research and development credit carryforwards 1,426 2,306 Patents and fixed assets 901 693 Stock-based compensation 690 687 Other, net 80 184 Valuation allowance (18,217 ) (17,828 ) Total net deferred tax assets $ - $ - |
Schedule of Income Tax Rate Reconciliation | Income taxes differed from the amounts computed by applying the U.S. federal income tax rate indicated to pretax losses from operations as a result of the following: Schedule of Income Tax Rate Reconciliation December 31, 2021 2020 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits 1 % 1 % State tax benefit, net of effect on federal income taxes 14 % 2 % Permanent differences (1 )% (2 )% Loss and deconsolidation of LifeMap (31 )% - % Tax effect attributable to foreign operations - % (2 )% Change in valuation allowance (4 )% (19 )% Income tax rate - % 1 % |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Liquidity (Details Narrative) | Mar. 15, 2021USD ($) | Nov. 28, 2018shares | Aug. 30, 2018shares | Apr. 30, 2020USD ($)Integer | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Sale of Stock, Percentage of Ownership before Transaction | 80.40% | |||||
Sale of Stock, Percentage of Ownership after Transaction | 40.20% | |||||
Accumulated deficit | $ 105,748,000 | $ 97,073,000 | ||||
Cash and cash equivalents at carrying value | $ 584,000 | $ 527,000 | ||||
Number of staff layoffs | Integer | 11 | |||||
Accrued payroll | $ 105,000 | |||||
Restructuring charges | $ 195,000 | |||||
Merger Agreement [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Payment of merger consideration on pro rata portion | $ 466,400 | |||||
Debt converted to equity | 1,761,296 | |||||
Paid in cash portion of indebtedness | 250,000 | |||||
Common Stock [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of common stock shares issued | shares | 242,000 | 29,000 | ||||
Retained shares of common stock | shares | 1,718,972 | |||||
Ownership interest | 4.80% | |||||
Parent Company [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Sale of Stock, Percentage of Ownership before Transaction | 80.40% | |||||
Sale of Stock, Percentage of Ownership after Transaction | 40.20% | |||||
Parent Company [Member] | Pro Rata Basis [Member] | Common Stock [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Number of common stock shares issued | shares | 12,697,028 | |||||
Juvenescence Limited [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 14,400,000 | |||||
Sale of Stock, Percentage of Ownership before Transaction | 5.60% | |||||
Sale of Stock, Percentage of Ownership after Transaction | 45.80% | |||||
Ownership interest | 5.60% | |||||
Line of credit facility maximum borrowing capacity | $ 5,000,000 | |||||
LIfe Map Sciences Inc [Member] | Merger Agreement [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Payment of merger consideration on pro rata portion | $ 500,000 | |||||
ReCyte Therapeutics, Inc. [Member] | Merger Agreement [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Ownership interest | 94.80% |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 584 | $ 527 |
Restricted cash included in deposits | 50 | 50 |
Total cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 634 | $ 577 |
Schedule of Disaggregated Reven
Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total revenues | $ 144 | $ 361 |
Grant Revenues [Member] | ||
Product Information [Line Items] | ||
Total revenues | 104 | 307 |
Other Revenues [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 40 | $ 54 |
Schedule of Disaggregated Geogr
Schedule of Disaggregated Geographical Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 144 | $ 361 |
UNITED STATES | ||
Total revenues | 107 | 323 |
Foreign [Member] | ||
Total revenues | $ 37 | $ 38 |
Schedule of Anti-dilutive secur
Schedule of Anti-dilutive securities Excluded from Computation of Earning Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units | 3,145 | 2,875 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units | 3,492 | 1,473 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units | 23 | 37 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 03, 2020 | Apr. 08, 2020 | Dec. 22, 2017 | Sep. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||||||
Cash and cash equivalents | $ 584,000 | $ 527,000 | |||||
Base payments for rent | $ 947 | ||||||
Federal tax rates | 21.00% | 21.00% | 21.00% | ||||
Effective Income Tax Rate Reconciliation, Deduction, Percent | 50.00% | ||||||
Revenues, net | $ 144,000 | $ 361,000 | |||||
Deferred revenues | 275,000 | ||||||
National Institutes of Health [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Revenues, net | 104,000 | 25,000 | |||||
Subscription and Advertisement Revenues [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Revenues, net | $ 300,000 | $ 1,300,000 | |||||
Age X [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Base payments for rent | $ 1,074 | ||||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 10 years | ||||||
Maximum [Member] | National Institutes of Health [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Revenues, net | $ 386,000 | $ 225,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Insurance [Abstract] | |||
Cash and cash equivalents | $ 391 | ||
Accounts and grants receivable, net | 173 | ||
Prepaid expenses and other current assets | 7 | ||
Total current assets | 571 | ||
Intangible assets, net | 591 | ||
Accounts payable and accrued liabilities | 161 | ||
Deferred revenues | 275 | ||
Insurance premium and other current liabilities | 1,995 | ||
Total current liabilities | 2,431 | ||
Deferred revenues, net of current portion | 64 | ||
Net liabilities of discontinued operations | (1,333) | ||
Net revenues | $ 277 | 1,507 | |
Costs, operating and other expenses | (380) | (2,234) | |
Loss from discontinued operations | (103) | (727) | |
Income tax provision | 150 | ||
Net loss from discontinued operations attributable to noncontrolling interest | 7 | 106 | |
Loss from discontinued operations | [1] | $ (96) | $ (471) |
[1] | Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences |
Schedule of Discontinued Oper_2
Schedule of Discontinued Operations (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deconsolidation, gain (loss), amount | $ 106,000 | |
Discontinued Operations [Member] | ||
Deconsolidation, gain (loss), amount | $ 106,000 |
Disposition and Deconsolidati_3
Disposition and Deconsolidation of LifeMap Sciences (Details Narrative) - USD ($) | Mar. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Gain on deconsolidation of LifeMap Sciences | $ 106,000 | ||
Merger Agreement [Member] | |||
Payment of merger consideration on pro rata portion | $ 466,400 | ||
Debt converted to equity | 1,761,296 | ||
Paid in cash portion of indebtedness | 250,000 | ||
Indebtedness cash | 1,761,296 | ||
LIfe Map Sciences Inc [Member] | Merger Agreement [Member] | |||
Payment of merger consideration on pro rata portion | $ 500,000 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 1,312 | $ 5,586 |
Accumulated amortization | (442) | (3,994) |
Total intangible assets, net | $ 870 | $ 1,592 |
Schedule of Amortization Assets
Schedule of Amortization Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2022 | $ 131 | |
2023 | 131 | |
2024 | 131 | |
2025 | 132 | |
Thereafter | 345 | |
Total intangible assets, net | $ 870 | $ 1,592 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 193 | $ 761 |
Accrued compensation | 212 | 228 |
Accrued vendors and other expenses | 366 | 667 |
Total accounts payable and accrued liabilities | $ 771 | $ 1,656 |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | Aug. 13, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 381,000 | ||
Depreciation, Depletion and Amortization, Nonproduction | 699,000 | ||
Value of common stock issued for acquisition | $ 4,300,000 | ||
Estimated useful life | 10 years | ||
Royalty percentage | 1.00% | ||
Amortization of intangible assets | $ 131,000 | 132,000 | |
Discontinued Operations [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Amortization expenses | 89,000 | 427,000 | |
Research and Development [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Consulting fees and services | $ 200,000 | ||
Estimated useful lives | August 2021 | ||
Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to acquire businesses | $ 1,072,436 | ||
Number of shares issued for aquired, shares | 80,000 | ||
Value of common stock issued for acquisition | $ 240,000 | ||
Aggregate of acquisition cost | $ 1,300,000 | ||
Laboratory machinery [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Depreciation, Depletion and Amortization, Nonproduction | $ 210,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 08, 2021 | Feb. 10, 2021 | Mar. 30, 2020 | Aug. 13, 2019 | Oct. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 14, 2022 | Jan. 31, 2022 |
Value of common stock shares issued | $ 475,000 | $ 37,000 | |||||||
Indebtness money borrowed, description | if any indebtedness of AgeX in excess of $100,000 becomes due and payable, or a breach or other circumstance arises thereunder such that Juvenescence is entitled to declare such indebtedness due and payable, prior to its due date, or any indebtedness of AgeX in excess of $25,000 is not paid on its due date | ||||||||
Common stock held | $ 3,248,246 | ||||||||
Chief Operating Officer [Member] | |||||||||
Transactions fixed annual amount | $ 280,000 | ||||||||
Related party payables | 70,000 | $ 71,000 | |||||||
Juvenescence's Discretion [Member] | |||||||||
Common stock held | $ 16,447,500 | ||||||||
Warrant [Member] | |||||||||
Number of common stock shares issued | 28,500 | ||||||||
Sale of warrants purchase of common stock | 3,362,098 | ||||||||
2020 Loan Agreement [Member] | |||||||||
Line of credit, term | 18 months | ||||||||
Line of credit, expiration date | Mar. 30, 2023 | ||||||||
Line of credit facility | $ 8,000,000 | ||||||||
Sale of warrants purchase of common stock | 3,670,663 | ||||||||
Stock issued during period, shares | 28,500 | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 3,000,000 | ||||||||
Indebtness money borrowed, description | other indebtedness for money borrowed in excess of $100,000 becomes due and payable or can be declared due and payable prior to its due date or if indebtedness for money borrowed in excess of $25,000 is not paid when due | ||||||||
Line of credit facility current withdrawings | $ 7,500,000 | ||||||||
2020 Loan Agreement [Member] | Warrant [Member] | |||||||||
Sale of warrants purchase of common stock | 3,362,098 | ||||||||
Warrants exercise price, minimum | $ 0.70 | ||||||||
Warrants exercise price, maximum | $ 1.895 | ||||||||
2020 Loan Agreement [Member] | Subsequent Event [Member] | |||||||||
Line of credit facility current withdrawings | $ 500,000 | ||||||||
Juvenescence [Member] | 2019 Loan Agreement [Member] | |||||||||
Related party transaction description | On August 13, 2019, AgeX and Juvenescence entered into a Loan Facility Agreement (the “2019 Loan Agreement”) pursuant to which Juvenescence has provided to AgeX a $2.0 million line of credit for a period of 18 months. On February 10, 2021, AgeX entered into an amendment (the “First Amendment”) to the 2019 Loan Agreement. The First Amendment extended the maturity date of loans under the 2019 Loan Agreement to February 14, 2022 (the “Extended Repayment Date”) and increased the amount of the loan facility by $4.0 million. On November 8, 2021, AgeX entered into Amendment No. 2 (the “Second Amendment”) to the 2019 Loan Agreement. The Second Amendment increased the amount of the loan facility by another $1.0 million. As of December 31, 2021, AgeX had borrowed all of the $7.0 million total line of credit under the 2019 Loan Agreement, as amended | ||||||||
Line of credit facility | $ 2,000,000 | ||||||||
Line of credit, term | 18 months | ||||||||
Line of credit, expiration date | Feb. 14, 2022 | ||||||||
Increase in line of credit | $ 1,000,000 | $ 4,000,000 | |||||||
Line of credit facility | $ 7,000,000 | ||||||||
Number of common stock shares issued | 19,000 | ||||||||
Value of common stock shares issued | $ 56,000 | ||||||||
Sale of warrants purchase of common stock | 150,000 | ||||||||
Warrants exercise price | $ 2.60 | ||||||||
Warrants, value | $ 236,000 | ||||||||
Juvenescence [Member] | 2019 Loan Agreement [Member] | Subsequent Event [Member] | |||||||||
Line of credit facility | $ 7,000,000 | ||||||||
Origination Fee | $ 160,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Jan. 08, 2021 | Aug. 13, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 37,941,220 | 37,691,047 | ||
Common stock, shares outstanding | 37,941,220 | 37,691,047 | ||
Aggregate offering price of common stock | $ 475,000 | $ 37,000 | ||
Proceeds from Issuance of Common Stock | 496,000 | |||
Juvenescence [Member] | 2019 Loan Agreement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Sale of warrants purchase of common stock | 150,000 | |||
Number of common stock shares issued | 19,000 | |||
Aggregate offering price of common stock | $ 56,000 | |||
Chardan Capital Markets LLC [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Aggregate offering price of common stock | $ 12,600,000 | |||
Proceeds from Issuance of Common Stock | 496,000 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Proceeds from loans | $ 7,500,000 | |||
Sale of warrants purchase of common stock | 3,362,098 | |||
Number of common stock shares issued | 28,500 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Incentive Plan [Member] - Employee Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant, beginning balance | 1,046 | 1,054 |
Number of options outstanding, beginning balance | 2,854 | 2,846 |
Number of RSUs outstanding, beginning balance | 28 | 50 |
Weighted average exercise price, outstanding, beginning balance | $ 2.51 | $ 2.74 |
Shares available for grant, options granted | (568) | (303) |
Number of options outstanding, options granted | 568 | 303 |
Number of RSUs outstanding, options granted | ||
Weighted average exercise price, options granted | $ 1.46 | $ 0.74 |
Shares available for grant, options forfeited, cancelled or expired | 57 | 295 |
Number of options outstanding, options forfeited, cancelled or expired | (57) | (295) |
Number of RSUs outstanding, options forfeited, cancelled or expired | ||
Weighted average exercise price, options forfeited, cancelled or expired | $ 2.56 | $ 2.89 |
Shares available for grant, restricted stock units vested | ||
Number of options outstanding, restricted stock units vested | ||
Number of RSUs outstanding, restricted stock units vested | (12) | (22) |
Weighted average exercise price, restricted stock units vested | ||
Shares available for grant increase option pool | 500 | |
Options grants increase option pool | ||
Number of shares outstanding increase option pool | ||
Weighted average exercise price increase option pool | ||
Shares available for grant, ending balance | 1,035 | 1,046 |
Number of options outstanding, ending balance | 3,365 | 2,854 |
Number of RSUs outstanding, ending balance | 16 | 28 |
Weighted average exercise price, outstanding, ending balance | $ 2.32 | $ 2.51 |
Number of options outstanding, exercisable, ending balance | 2,543 | |
Weighted average exercise price, exercisable, ending balance | $ 2.48 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,003 | $ 933 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 62 | 82 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 941 | $ 851 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected life (in years) | 5 years 8 months 15 days | 6 years 29 days |
Risk-free interest rates | 0.99% | 0.45% |
Volatility | 102.34% | 87.86% |
Dividend yield | (0.00%) | (0.00%) |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options exercisable | $ 42,000 | |
Number of options exercised | 0 | 0 |
Options granted and outstanding exercised | $ 7,800,000 | |
Total unrecognized compensation expense | $ 1,100,000 | |
Recognized over weighted average period | 1 year 9 months | |
Intrinsic value outstanding | $ 107,000 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted options description | In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of AgeX stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years | |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Fair market value of common stock | 100.00% | |
Maximum [Member] | Restricted Stock and Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted options description | they may purchase or otherwise acquire Restricted Stock or RSUs subject to such vesting, transfer, and repurchase terms, and other restrictions. The price at which Restricted Stock may be issued or sold will be not less than 100% of fair market value | |
Minimum [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options exercisable | $ 100,000 | |
2017 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock reserved | 4,500,000 | |
Granted options description | No person shall be granted, during any one year period, options to purchase, or SARs with respect to, more than 1,000,000 shares in the aggregate, or any Awards of Restricted Stock or RSUs with respect to more than 500,000 shares in the aggregate. If an Award is to be settled in cash, the number of shares on which the Award is based shall not count toward the individual share limit | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options to purchase shares | 1,000,000 | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options to purchase shares | 500,000 |
Schedule of Net Loss from Conti
Schedule of Net Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (8,685) | $ (9,358) |
Foreign | (1,768) | |
NET LOSS BEFORE INCOME TAXES | $ (8,685) | $ (11,126) |
Schedule of Current and Deferre
Schedule of Current and Deferred Tax Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal | ||
State | ||
Foreign | (150) | |
Total current provision (benefit) | (150) | |
U.S. federal | ||
State | ||
Foreign | ||
Total deferred provision (benefit) | ||
Provision (benefit) for income taxes | $ (150) |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,000 | $ 13,958 |
Capital loss carryforwards | 3,120 | |
Research and development credit carryforwards | 1,426 | 2,306 |
Patents and fixed assets | 901 | 693 |
Stock-based compensation | 690 | 687 |
Other, net | 80 | 184 |
Valuation allowance | (18,217) | (17,828) |
Total net deferred tax assets |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Computed tax benefit at federal statutory rate | 21.00% | 21.00% | 21.00% |
Research and development and other credits | 1.00% | 1.00% | |
State tax benefit, net of effect on federal income taxes | 14.00% | 2.00% | |
Permanent differences | (1.00%) | (2.00%) | |
Loss and deconsolidation of LifeMap | (31.00%) | ||
Tax effect attributable to foreign operations | (2.00%) | ||
Change in valuation allowance | (4.00%) | (19.00%) | |
Income tax rate | 1.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Aug. 30, 2018 | Mar. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||||||
Net operating loss carryforwards | $ 48,600,000 | |||||
Cash received from related party | $ 3,200,000 | |||||
Gain sale of equity method investment | 3,200,000 | |||||
Taxable gain | 2,200,000 | |||||
Close merger cash amount | $ 955,000 | |||||
Proceeds from the sale of investment | 466,000 | |||||
Percentage of ownership before transaction | 80.40% | |||||
Percentage of ownership after transaction | 40.20% | |||||
Research and development tax credit carryforwards | 1,426,000 | 2,306,000 | ||||
Deferred Tax Assets, Capital Loss Carryforwards | 3,120,000 | |||||
Effective Income Tax Rate Reconciliation, Deduction, Percent | 50.00% | |||||
Domestic Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Research and development tax credit carryforwards | $ 800,000 | |||||
Tax credit carryforward, description | The federal tax credits expire between 2028 and 2041, while the state tax credits have no expiration date | |||||
Deferred Tax Assets, Capital Loss Carryforwards | $ 12,400,000 | |||||
State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Research and development tax credit carryforwards | $ 600,000 | |||||
Tax credit carryforward, description | The federal tax credits expire between 2028 and 2041, while the state tax credits have no expiration date | |||||
Deferred Tax Assets, Capital Loss Carryforwards | $ 5,900,000 | |||||
[custom:CapitalLossExpirationDate] | The federal and California capital loss carryforwards will expire in 2026 | |||||
GILTI [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, Deduction, Percent | 50.00% | |||||
Other Income Tax Matters [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax description | Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss (“NOL”) carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss corporation | |||||
California Purposes [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Net operating loss carryforwards | $ 20,400,000 | |||||
Net operating loss, expiration date | Federal net operating losses generated on or prior to December 31, 2017, expire in varying amounts between 2028 and 2037, while federal net operating losses generated after December 31, 2017, carryforward indefinitely. The state net operating losses expire in varying amounts between 2028 and 2041 | |||||
Parent Company [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Percentage of ownership before transaction | 80.40% | |||||
Percentage of ownership after transaction | 40.20% | |||||
Juvenescence Limited [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Sale of common stock | 14,400,000 | |||||
Ownership interest | 5.60% | |||||
Percentage of ownership before transaction | 5.60% | |||||
Percentage of ownership after transaction | 45.80% | |||||
Ascendance [Member] | Stockholders [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Proceeds from the sale of investment | $ 354,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 17, 2021USD ($) | Jun. 01, 2020 | Jun. 01, 2020USD ($) | Apr. 13, 2020USD ($) | Apr. 02, 2019USD ($)ft² | Sep. 30, 2021 | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)ft² | Apr. 15, 2021USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Notice of delisting | On June 1, 2020, AgeX received a letter (the “Deficiency Letter”) from the staff of the NYSE American (the “Exchange”) indicating that AgeX does not meet certain of the Exchange’s continued listing standards as set forth in Section 1003(a)(i) of the Exchange Company Guide in that AgeX has stockholders’ equity of less than $2,000,000 and has incurred losses from continuing operations and/or net losses during its two most recent fiscal years. Pursuant to Section 1009 of the Exchange Company Guide and as provided in the Deficiency Letter AgeX provided the Exchange staff with a plan (the “Compliance Plan”) advising the Exchange staff of action AgeX has taken and will take that would bring AgeX into compliance with the Exchange’s continued listing standards by December 1, 2021. The Exchange staff accepted the Compliance Plan | |||||||||
Net loss | $ 2,000,000 | $ (8,675,000) | $ (10,865,000) | |||||||
Market capitalization | $ 50,000,000 | |||||||||
Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Net loss | $ 2,000,000 | |||||||||
Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Net loss | $ 4,000,000 | |||||||||
Axos Bank [Member] | Paycheck Protection Program [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Loan obtained | $ 432,952 | |||||||||
Interest rate | 1.00% | |||||||||
Loan maturity date | Apr. 13, 2022 | |||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Right-of-use asset | $ 726,000 | |||||||||
Right-of-use liability | 726,000 | |||||||||
Lease Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Area of land | ft² | 23,911 | 135 | ||||||||
Lease and rental expense | $ 35,866.50 | $ 947 | ||||||||
Increase in base rent | $ 36,942.50 | |||||||||
Lease expiration | Dec. 31, 2020 | |||||||||
Tenant Improvements | $ 436,000 | |||||||||
SubLease Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Area of land | ft² | 11,121 | |||||||||
Lease and rental expense | $ 16,311.60 | |||||||||
Lease expiration | Dec. 31, 2020 | |||||||||
SubLease Agreement [Member] | First Sublessee [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lease and rental expense | $ 3,088.50 | |||||||||
SubLease Agreement [Member] | Second Sublessee [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lease and rental expense | $ 15,405.40 | |||||||||
Extension of Lease Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lease and rental expense | $ 1,074 | |||||||||
Lease extension effective date | Jan. 1, 2022 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 14, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Proceeds from issuance sale of common stock | $ 496,000 | |||
Common stock outstanding, percentage | 20.00% | |||
Stockholder outstanding percentage | 50.00% | |||
Debt conversion, description | Consequently, without the approval of AgeX stockholders the Outstanding Amount may not be converted into AgeX common stock under the Borrower Conversion provisions or the Lender Conversion provisions of the Secured Note in an amount that would (a) equal or exceed 19.9% of the outstanding common stock (measured at the date of the Secured Note) at a conversion price less than the greater of the book value or the applicable tranche market value of AgeX common stock, or (b) cause Juvenescence’s ownership to equal or exceed 50% of the outstanding shares of AgeX common stock. | |||
Indebtness money borrowed, description | if any indebtedness of AgeX in excess of $100,000 becomes due and payable, or a breach or other circumstance arises thereunder such that Juvenescence is entitled to declare such indebtedness due and payable, prior to its due date, or any indebtedness of AgeX in excess of $25,000 is not paid on its due date | |||
Deemed assets | $ 250,000 | |||
2022 Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants issued percentage | 50.00% | |||
Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance sale of common stock | $ 10,000,000 | |||
Juvenescence Limited [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 5,000,000 | |||
Debt conversion, description | (a) Juvenescence receiving additional shares in excess of 19.9% of the AgeX common stock outstanding as of the date of the Secured Note for less than the greater of book value or the applicable tranche market values of AgeX common stock, or (b) Juvenescence owning more than 50% of AgeX outstanding common stock. | |||
Secured Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt, description | The Secured Note includes certain covenants that among other matters such as financial reporting: (i) impose financial restrictions on AgeX while the Secured Note remains unpaid, including restrictions on the incurrence of additional indebtedness by AgeX and its subsidiaries, except that AgeX’s subsidiary Reverse Bio will be permitted to incur debt convertible into equity not guaranteed or secured by the assets of AgeX or any other AgeX subsidiary, and the restrictions on the incurrence of indebtedness applicable to Reverse Bio will end if it raises more than $15 million in debt or equity financing within 12 months from the date of the Secured Note; (ii) require that AgeX use loan proceeds and funds that may be raised through certain equity offerings only for research and development work, professional and administrative expenses, for general working capital, and for repayment of all or a portion of AgeX’s indebtedness to Juvenescence; and (iii) prohibit AgeX from making additional investments in subsidiaries, unless AgeX obtains the written consent of Juvenescence to a transaction that otherwise would be prohibited or restricted. | |||
Subsequent Event [Member] | Secured Convertible Promissory Note [Member] | Juvenescence Limited [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit | $ 13,160,000 | |||
Line of credit, current borrowing capacity | 8,160,000 | |||
Repayments of debt | 7,160,000 | |||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | |||
Origination fee, description | In lieu of accrued interest, AgeX will pay Juvenescence an Origination Fee in an amount equal to 4% of the amount each draw of loan funds, which will accrue as each draw is funded, and an additional 4% of all the total amount of funds drawn that will accrue following the end of the 12 month period during which funds may be drawn from the line of credit. | |||
Subsequent Event [Member] | 2020 Loan Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Increase in line of credit | $ 500,000 | |||
Debt Instrument, Maturity Date | Mar. 30, 2023 | |||
Subsequent Event [Member] | 2019 Loan Agreement [Member] | Secured Convertible Promissory Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 1,000,000 |