Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
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, 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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Document Creation Date | Nov. 14, 2023 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1101 Marina Village Parkway, 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 |
Contact Personnel Name | Andrea E. Park |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 261 | $ 645 | $ 584 |
Accounts and grants receivable, net | 6 | 4 | 25 |
Prepaid expenses and other current assets | 1,083 | 1,804 | 1,625 |
Total current assets | 1,350 | 2,453 | 2,234 |
Restricted cash | 50 | 50 | 50 |
Intangible assets, net | 673 | 738 | 870 |
Convertible note receivable | 10,204 | ||
TOTAL ASSETS | 12,277 | 3,241 | 3,154 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 961 | 1,034 | 771 |
Loans due to Juvenescence, net of debt issuance costs, current portion | 22,943 | 7,646 | 7,140 |
Related party payables, net | 141 | 70 | |
Warrant liability | 180 | ||
Insurance premium liability and other current liabilities | 371 | 1,077 | 986 |
Total current liabilities | 24,505 | 10,078 | 8,967 |
Loans due to Juvenescence, net of debt issuance costs, net of current portion | 10,068 | 10,478 | 6,062 |
TOTAL LIABILITIES | 34,573 | 20,556 | 15,029 |
Commitments and contingencies (Note 11) | |||
Stockholders’ deficit: | |||
Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued and outstanding | |||
Common stock, $0.0001 par value, 200,000 shares authorized; and 37,951 and 37,949 shares issued and outstanding | 4 | 4 | 4 |
Additional paid-in capital | 99,977 | 98,994 | 93,912 |
Accumulated deficit | (122,156) | (116,210) | (105,748) |
Total AgeX Therapeutics, Inc. stockholders’ deficit | (22,175) | (17,212) | (11,832) |
Noncontrolling interest | (121) | (103) | (43) |
Total stockholders’ deficit | (22,296) | (17,315) | (11,875) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 12,277 | 3,241 | $ 3,154 |
Related Party [Member] | |||
Current liabilities: | |||
Related party payables, net | $ 230 | $ 141 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 100,000,000 |
Common stock, shares issued | 37,951,261 | 37,949,196 | 37,941,220 |
Common stock, shares outstanding | 37,951,261 | 37,949,196 | 37,941,220 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
REVENUES | |||||||
Revenues | $ 9,000 | $ 12,000 | $ 19,000 | $ 17,000 | $ 34,000 | $ 144,000 | |
Cost of sales | 5,000 | 6,000 | 6,000 | 7,000 | (13,000) | (19,000) | |
Gross profit | 4,000 | 6,000 | 13,000 | 10,000 | 21,000 | 125,000 | |
OPERATING EXPENSES | |||||||
Research and development | 160,000 | 259,000 | 334,000 | 655,000 | 1,025,000 | 1,456,000 | |
General and administrative | 1,730,000 | 1,338,000 | 3,723,000 | 2,998,000 | 5,971,000 | 6,708,000 | |
Total operating expenses | 1,890,000 | 1,597,000 | 4,057,000 | 3,653,000 | 6,996,000 | 8,164,000 | |
Gain on deconsolidation of LifeMap Sciences (Note 3) | 106,000 | ||||||
Loss from operations | (1,886,000) | (1,591,000) | (4,044,000) | (3,643,000) | (6,975,000) | (7,933,000) | |
OTHER EXPENSE, NET: | |||||||
Interest expense, net | (792,000) | (863,000) | (1,892,000) | (1,434,000) | (3,335,000) | (1,097,000) | |
Change in fair value of warrants | (5,000) | (168,000) | (35,000) | (255,000) | (225,000) | ||
Other income, net | 4,000 | 4,000 | 7,000 | 7,000 | 13,000 | 448,000 | |
Total other expense, net | (793,000) | (1,027,000) | (1,920,000) | (1,682,000) | (3,547,000) | (649,000) | |
NET LOSS FROM CONTINUING OPERATIONS | (10,522,000) | (8,582,000) | |||||
NET LOSS FROM DISCONTINUED OPERATIONS (Note 3) | (103,000) | ||||||
NET LOSS | (2,679,000) | (2,618,000) | (5,964,000) | (5,325,000) | (10,522,000) | (8,685,000) | |
Net loss attributable to noncontrolling interest from continuing operations | 60,000 | 3,000 | |||||
Net loss attributable to noncontrolling interest from discontinued operations | 7,000 | ||||||
Net loss attributable to noncontrolling interest | 10,000 | 18,000 | 1,000 | ||||
NET LOSS ATTRIBUTABLE TO AGEX | $ (2,669,000) | $ (2,618,000) | $ (5,946,000) | $ (5,324,000) | $ (10,462,000) | $ (8,675,000) | |
NET LOSS PER COMMON SHARE: BASIC AND DILUTED | |||||||
Continuing operations | $ (0.28) | $ (0.23) | |||||
Discontinued operations | |||||||
Net loss per share, basic | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.14) | (0.28) | (0.23) | |
Net loss per share, diluted | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.14) | $ (0.28) | $ (0.23) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | |||||||
Weighted average number of common shares outstanding, basic | 37,951 | 37,943 | 37,950 | 37,943 | 37,945 | 37,886 | |
Weighted average number of common shares outstanding, diiluted | 37,951 | 37,943 | 37,950 | 37,943 | 37,945 | 37,886 | |
AMOUNTS ATTRIBUTABLE TO AGEX: | |||||||
Loss from continuing operations | $ (5,946,000) | $ (5,324,000) | $ (10,462,000) | $ (8,579,000) | |||
Loss from discontinued operations | (96,000) | [1] | |||||
Grant Revenues [Member] | |||||||
REVENUES | |||||||
Revenues | 104,000 | ||||||
Other Revenues [Member] | |||||||
REVENUES | |||||||
Revenues | $ 34,000 | $ 40,000 | |||||
[1]Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
NET LOSS | $ (2,679) | $ (2,618) | $ (5,964) | $ (5,325) | $ (10,522) | $ (8,685) |
Other comprehensive expense, net of tax: | ||||||
Foreign currency translation adjustments from discontinued operations | (143) | |||||
COMPREHENSIVE LOSS | (10,522) | (8,828) | ||||
Less: Comprehensive loss attributable to noncontrolling interest | 10 | 18 | 1 | 60 | 3 | |
Less: Comprehensive loss attributable to noncontrolling interest from discontinued operations | 7 | |||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGEX COMMON STOCKHOLDERS | $ (10,462) | $ (8,818) | ||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO AGEX COMMON STOCKHOLDERS | $ (2,669) | $ (2,618) | $ (5,946) | $ (5,324) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ 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, 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 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (2) | (2) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 4 | |||||
Issuance of warrants | 178 | 178 | ||||
Stock-based compensation | 437 | 437 | ||||
Fair value of liability classified warrants issued | 3,325 | 3,325 | ||||
Net loss | (5,324) | (1) | (5,325) | |||
Balance at Jun. 30, 2022 | $ 4 | 97,850 | (111,072) | (44) | (13,262) | |
Balance, shares at Jun. 30, 2022 | 37,945 | |||||
Balance at Dec. 31, 2021 | $ 4 | 93,912 | (105,748) | (43) | (11,875) | |
Balance, shares at Dec. 31, 2021 | 37,941 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (4) | (4) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 8 | |||||
Issuance of warrants | 178 | 178 | ||||
Stock-based compensation | 760 | 760 | ||||
Fair value of liability classified warrants issued | 4,148 | 4,148 | ||||
Net loss | (10,462) | (60) | (10,522) | |||
Balance at Dec. 31, 2022 | $ 4 | 98,994 | (116,210) | (103) | (17,315) | |
Balance, shares at Dec. 31, 2022 | 37,949 | |||||
Balance at Mar. 31, 2022 | $ 4 | 96,903 | (108,454) | (44) | (11,591) | |
Balance, shares at Mar. 31, 2022 | 37,943 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (1) | (1) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 2 | |||||
Stock-based compensation | 198 | 198 | ||||
Fair value of liability classified warrants issued | 750 | 750 | ||||
Net loss | (2,618) | (2,618) | ||||
Balance at Jun. 30, 2022 | $ 4 | 97,850 | (111,072) | (44) | (13,262) | |
Balance, shares at Jun. 30, 2022 | 37,945 | |||||
Balance at Dec. 31, 2022 | $ 4 | 98,994 | (116,210) | (103) | (17,315) | |
Balance, shares at Dec. 31, 2022 | 37,949 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (1) | (1) | ||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee's taxes, shares | 2 | |||||
Stock-based compensation | 105 | 105 | ||||
Fair value of liability classified warrants issued | 879 | 879 | ||||
Net loss | (5,946) | (18) | (5,964) | |||
Balance at Jun. 30, 2023 | $ 4 | 99,977 | (122,156) | (121) | (22,296) | |
Balance, shares at Jun. 30, 2023 | 37,951 | |||||
Balance at Mar. 31, 2023 | $ 4 | 99,589 | (119,487) | (111) | (20,005) | |
Balance, shares at Mar. 31, 2023 | 37,951 | |||||
Stock-based compensation | 35 | 35 | ||||
Fair value of liability classified warrants issued | 353 | 353 | ||||
Net loss | (2,669) | (10) | (2,679) | |||
Balance at Jun. 30, 2023 | $ 4 | $ 99,977 | $ (122,156) | $ (121) | $ (22,296) | |
Balance, shares at Jun. 30, 2023 | 37,951 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||||
Net loss attributable to AgeX | $ (5,946,000) | $ (5,324,000) | $ (10,462,000) | $ (8,579,000) |
Net loss attributable to noncontrolling interest | (18,000) | (1,000) | (60,000) | (3,000) |
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) | |||
Change in fair value of warrants | 35,000 | 255,000 | 225,000 | |
Amortization of intangible assets | 65,000 | 66,000 | 132,000 | 131,000 |
Amortization of debt issuance costs | 1,976,000 | 1,355,000 | 3,137,000 | 1,114,000 |
Stock-based compensation | 105,000 | 437,000 | 760,000 | 999,000 |
Changes in operating assets and liabilities: | ||||
Accounts and grants receivable | (2,000) | 13,000 | 21,000 | 128,000 |
Prepaid expenses and other current assets | 721,000 | 614,000 | 896,000 | 760,000 |
Interest on convertible note receivable | (204,000) | |||
Accounts payable and accrued liabilities | (96,000) | (207,000) | 144,000 | (772,000) |
Related party payables | 186,000 | 65,000 | 255,000 | |
Insurance premium liability | (711,000) | (653,000) | (983,000) | (921,000) |
Other current liabilities | 5,000 | (2,000) | (4,000) | (79,000) |
Net cash used in operating activities from continuing operations | (5,939,000) | (7,765,000) | ||
Net cash used in operating activities from discontinued operations (Note 3) | (90,000) | |||
Net cash used in operating activities | (3,884,000) | (3,382,000) | (5,939,000) | (7,855,000) |
INVESTING ACTIVITIES: | ||||
Proceeds from the sale of LifeMap Sciences (Note 3) | 466,000 | |||
Partial collection on loan due from LifeMap Sciences | 250,000 | |||
Net cash provided by investing activities from continuing operations | 716,000 | |||
Deconsolidation of cash and cash equivalents from discontinued operations (Note 3) | (50,000) | |||
Cash advanced on convertible note receivable | (10,000,000) | |||
Net cash used in investing activities | (10,000,000) | 666,000 | ||
FINANCING ACTIVITIES: | ||||
Drawdown on loan facilities from Juvenescence | 13,500,000 | 3,500,000 | 6,000,000 | 7,000,000 |
Proceeds from the issuance of common stock | 496,000 | |||
Net cash provided by financing activities from continuing operations | 6,000,000 | 7,496,000 | ||
Partial payment on loan due to AgeX from discontinued operations (Note 3) | (250,000) | |||
Net cash provided by financing activities | 13,500,000 | 3,500,000 | 6,000,000 | 7,246,000 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (384,000) | 118,000 | 61,000 | 57,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||
At beginning of the period | 695,000 | 634,000 | 634,000 | 577,000 |
At end of the period | 311,000 | 752,000 | 695,000 | 634,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid during the year for interest | $ 23,000 | $ 12,000 | 14,000 | 13,000 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||||
Issuance of common stock upon vesting of restricted stock units (Note 8) | 8,000 | 16,000 | ||
Issuance of warrants for debt issuance under the 2020 Loan Agreement | 178,000 | 757,000 | ||
Issuance of warrants for debt issuance under the Secured Note (Note 6) | 4,148,000 | |||
Debt refinanced with new debt (Note 5) | $ 7,160,000 |
Organization, Business Overview
Organization, Business Overview and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Business Overview and Liquidity | 1. Organization, Business Overview and Liquidity AgeX Therapeutics, Inc. (“AgeX”) was incorporated in January 2017 in the state of Delaware. 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 pluripotent 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; ● AGEX-VASC1 using vascular progenitor cells to treat tissue ischemia; 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. Restructuring Plans During March 2023, AgeX borrowed $ 10,000,000 10 10,000,000 No definitive agreement regarding a merger between AgeX and Serina has been negotiated or executed nor has the merger been approved by the respective boards of directors of AgeX and Serina. Further, a merger cannot be consummated unless approved by the stockholders of AgeX and Serina. Accordingly, there is no assurance that AgeX and Serina will reach agreement on the terms of a merger or that, if such an agreement is reached, the stockholders of AgeX and Serina will approve the merger. Definitive agreements regarding the Reverse Bio Financing and a Reverse Bio spinoff have not yet been executed, nor has AgeX’s board of directors approved the Reverse Bio spinoff. Accordingly, there is a risk that the Reverse Bio Financing and the Reverse Bio spinoff may never be consummated. Emerging Growth Company AgeX is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. Going Concern AgeX primarily finances its operations through loans from its largest stockholder Juvenescence. AgeX has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 122.2 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 $ 0.3 4 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. Although AgeX has been able to reduce its operating expenses, with the exception of certain non-recurring expenses incurred related to the possible merger between AgeX and Serina, by eliminating internal research and development activities and focusing instead on outsourcing research and development and seeking licensing arrangements for AgeX technologies, this approach has also made it more difficult for AgeX to make progress in developing its target product candidates and technologies, which in turn may make it more difficult for AgeX to raise capital. The availability of financing also may be adversely impacted by the COVID-19 pandemic to the extent it disrupts 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. | 1. Organization, Basis of Presentation and Liquidity Organization, Business Overview and Liquidity AgeX Therapeutics, Inc. (“AgeX,” “we,” “our,” or “us”) 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 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; ● AGEX-VASC1 using vascular progenitor cells to treat tissue ischemia; 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 5.6 80.4 40.2 5.6 45.8 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 “LifeMap 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 LifeMap 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 (“ASC”) 810-10-40, Consolidation See Note 3, Disposition and Deconsolidation of LifeMap Sciences Going Concern AgeX primarily finances its operations through loans from its largest stockholder Juvenescence. AgeX has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 116.2 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 million as of December 31, 2022 plus the loan facilities provided by Juvenescence to advance up to an additional $ 1.0 million for operating capital discussed in Note 11, Subsequent Events 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 sheets at December 31, 2022 and 2021 do not include LifeMap Sciences’ consolidated assets and liabilities 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 three subsidiaries, Reverse Bioengineering, Inc. (“Reverse Bio”), ReCyte Therapeutics, Inc. (“ReCyte”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Reverse Bio is a wholly owned subsidiary of AgeX through which AgeX plans to finance its iTR TM TM 94.8 50 Consolidation 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 and liability classified warrants. 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. See Note 6, Warrant Liability 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, 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. Although AgeX has been able to reduce its operating expenses by eliminating internal research and development activities and focusing instead on out-sourcing research and development and seeking licensing arrangements for AgeX technologies, this approach has also made it more difficult for AgeX to make progress in developing its target product candidates and technologies, which in turn may make it more difficult for AgeX to raise capital. The availability of financing also may be adversely impacted by the COVID-19 pandemic which disrupt 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in AgeX’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of AgeX’s financial condition and results of operations. The condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Principles of consolidation The consolidated financial statements include the accounts of AgeX and its subsidiaries in which AgeX has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which AgeX is the primary beneficiary (as described in more detail below). For consolidated entities where AgeX has less than 100 AgeX assesses whether it is the primary beneficiary of a variable interest entity (“VIE”) at the inception of the arrangement and at each reporting date. This assessment is based on its power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and AgeX’s obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the entity is within the scope of the variable interest model and meets the definition of a VIE, AgeX considers whether it must consolidate the VIE or provide additional disclosures regarding its involvement with the VIE. If AgeX determines that it is the primary beneficiary of the VIE, AgeX will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities AgeX holds as an equity investment that are not consolidated under the VIE model, AgeX will consider whether its investment constitutes a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model. AgeX has three subsidiaries, Reverse Bio, ReCyte Therapeutics, Inc. (“ReCyte”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Reverse Bio is a wholly owned subsidiary of AgeX through which AgeX plans to finance its iTR TM TM 94.8 50 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 (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case 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, 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, determining the fair value of AgeX’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. The financial information for private companies may not be available and, even if available, that information may be limited and/or unreliable. To the extent there are material differences between the estimates and actual results, AgeX’s future results of operations will be affected. See Note 6, Warrant Liability Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject AgeX to concentrations of risk consist principally of cash equivalents and a convertible note receivable. AgeX maintains its cash deposits in Federal Deposit Insurance Corporation insured financial institutions within the federally insured limits. Even if balances were to exceed the federally insured limits, AgeX does not believe that it would be exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. AgeX also monitors the creditworthiness of the borrower of the convertible promissory note. AgeX believes that any concentration of credit risk in a convertible note receivable was mitigated in part by (i) AgeX’s right to convert loan amounts owed to AgeX into shares of equity securities of the borrower in the event the borrower completes a financing in at least a designated amount, and (ii) AgeX’s right to tender the convertible note receivable to a lender to settle a convertible note payable. See Notes 4, Convertible Note Receivable Related Party Transactions Product candidates developed by AgeX and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by AgeX or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on AgeX. Fair value measurements of financial instruments 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the financial statement presentation date. The carrying values of cash equivalents, accounts receivable and accounts payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The convertible note receivable is reported at fair value as it bears market rates of interest. Fair values for the AgeX’s warrant liabilities are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. 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 observable quoted prices (other than quoted market prices included within Level 1) 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 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. The discounted conversion prices triggered by certain qualified events in the Serina Note and the $ 10 Convertible Note Receivable Related Party Transactions Subsequent Events The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations are discussed further in Note 6, Warrant Liability See Note 6, Warrant Liability Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 261 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 311 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. Long-lived intangible assets, net Long-lived intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) and patents is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 Selected Balance Sheet Components Impairment of long-lived assets AgeX assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. AgeX’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. As of June 30, 2023, there has been no impairment of long-lived assets. Leases AgeX accounts for leases in accordance with ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, (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. 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. AgeX does not capitalize leases that have terms of twelve months or less. AgeX leases office space in Alameda, California. For 2022 base monthly rent was $ 1,074 844 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 Related Party Transactions Warrant Liability Revenue recognition 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. ESI BIO Research Products – 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 contractors, sponsored research agreements with certain universities, 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 if any and as applicable, approximate the respective revenues recognized in the condensed 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. 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 three and six months ended June 30, 2023 and 2022, 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 3,261 3,274 3,261 3,333 Warrants (1) 13,246 9,794 13,013 8,099 Restricted stock units - 12 1 13 (1) As of June 30, 2023 and 2022, AgeX had issued Juvenescence warrants to purchase 12,503,522 10,323,105 Related Party Transactions Reclassifications Certain reclassifications have been made to the prior period’s condensed consolidated interim financial statements to conform to current year presentation. Additionally, certain financial information is presented on a rounded basis, which may cause minor differences. Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures On July 14, 2023, the FASB issued ASU No. 2023-02, P resentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation | 2. Summary of Significant Accounting Policies Basis of Presentation and 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 Standards Board (“FASB”) Accounting Standards Update (“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 (see Note 1, Organization, Basis of Presentation and Liquidity Fair Value Measurements of Financial Instruments 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the financial statement presentation date. The carrying values of cash equivalents, accounts receivable and accounts payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The credit facility is reported at fair value as it bears market rates of interest. Fair values for the AgeX’s warrant liabilities are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. 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. The following table summarizes fair value measurements by level as of December 31, 2022 for liabilities measured at fair value on a recurring basis (in thousands): Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 180 $ 180 There were no warrant liabilities as of December 31, 2021. See Note 6, Warrant Liability 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 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. The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations, are discussed further in Note 6, Warrant Liability 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, 2022 and 2021, AgeX’s cash balances totaled $ 0.6 0.6 Concentrations of Credit Risk Concentration of credit risk and other risks and uncertainties 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 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 December 31, 2022 2021 Cash and cash equivalents $ 645 $ 584 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 695 $ 634 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits 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. There were no amounts reserved for doubtful accounts as of December 31, 2022 and 2021. Long-Lived Intangible Assets, Net Long-lived intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) and patents is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 Selected Balance Sheet Components Impairment of Long-Lived Assets AgeX assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. AgeX’s long-lived assets consist entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. As of December 31, 2022, there has been no impairment of long-lived assets. Leases AgeX accounts for leases in accordance with ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, 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. AgeX does not capitalize leases that have terms of twelve months or less. On November 3, 2020, AgeX entered into a one-year lease effective January 1, 2021 for 135 947 1,074 844 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 Related Party Transactions Warrant Liability 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 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 8, Stock-Based Awards 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 has public trading history of fewer than five years, AgeX has 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, which may exceed five years. 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, 2022 and 2021 consists of stock-based compensation under the AgeX 2017 Equity Incentive Plan (see Note 8, Stock-Based Awards 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, 2022 and 2021. For share-based compensation awards granted by 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 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, 2022 and 2021. 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. 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. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 Revenue Recognition 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 of Revenues Year Ended December 31, REVENUES: 2022 2021 Grant revenues $ - $ 104 Other revenues 34 40 Total revenues $ 34 $ 144 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: 2022 2021 United States $ 10 $ 107 Foreign 24 37 Total revenues $ 34 $ 144 Subscription and advertisement revenues ® ® 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 LifeMap Sciences recognized $ 0.3 Disposition and Deconsolidation of LifeMap Sciences 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, our 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. On April 8, 2020, AgeX was awarded a grant of up to approximately $ 386,000 104,000 ESI BIO research products – Arrangements with multiple performance obligations – Research and Development Research and development expenses consist primarily of personnel costs and related benefits, stock-based compensation, amortization of intangible assets, and collaborative and contracted research and development fees. Research and development costs which have an alternative future use will be capitalized as intangible assets, and costs with no future benefit or alternative use will be expensed as incurred. Research and development expenses incurred and reimbursed by grants from third parties approximate the grant revenues recognized in the consolidated statements of operations. General and Administrative General and administrative expenses include employee and director compensation allocated to general and administrative expenses, consulting fees other than those paid for science-related consulting, license fees paid to third parties to acquire patents or licenses to use patents and other technology, professional fees to maintain patents and trademarks, minimum annual royalties stipulated under license and sublicense agreements with third parties, insurance costs allocated to general and administrative expenses, stock exchange-related costs, depreciation expense, marketing costs, legal and accounting costs, office rent, and other miscellaneous expenses which are allocated to general and administrative expense. Foreign Currency Transaction Gains and Losses 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. 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, 2022 and 2021, 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2022 2021 Stock options 3,297 3,145 Warrants (1) 9,558 3,492 Restricted stock units 10 23 (1) As of December 31, 2022 and 2021, AgeX issued Juvenescence warrants to purchase 12,129,260 3,512,098 Related Party Transactions Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 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 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures 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. AgeX 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, 2022 | |
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 LifeMap Merger Agreement with Atlas and GCLMS. On March 15, 2021, the merger was completed pursuant to the terms of the LifeMap 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 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 Schedule of Discontinued Operations Year Ended December 31, 2021 Net revenues $ 277 Costs, operating and other expenses (380) Loss from discontinued operations (103) Net loss from discontinued operations attributable to noncontrolling interest 7 Loss from discontinued operations (1) $ (96) (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 sheets at December 31, 2022 and 2021 do not include LifeMap Sciences’ consolidated assets and liabilities due to the deconsolidation of LifeMap Sciences on March 15, 2021. AgeX’s consolidated statement of operations for the year ended December 31, 2021 includes 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Selected Balance Sheet Components | 3. Selected Balance Sheet Components Intangible assets, net At June 30, 2023 and December 31, 2022, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net June 30, 2023 (unaudited) December 31, 2022 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (639 ) (574 ) Total intangible assets, net $ 673 $ 738 AgeX recognized $ 32,000 65,000 33,000 66,000 Amortization of intangible assets for periods subsequent to June 30, 2023 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2023 $ 66 2024 131 2025 131 2026 132 Thereafter 213 Total $ 673 Accounts payable and accrued liabilities At June 30, 2023 and December 31, 2022, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 (unaudited) December 31, 2022 Accounts payable $ 506 $ 568 Accrued compensation 199 193 Accrued vendors and other expenses 256 273 Total accounts payable and accrued liabilities $ 961 $ 1,034 | 4. Selected Balance Sheet Components Intangible Assets, Net 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 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, 2022 and 2021, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net December 31, 2022 2021 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (574) (442) Total intangible assets, net $ 738 $ 870 AgeX recognized $ 132,000 131,000 Amortization expense of intangible assets for discontinued operations for the year ended December 31, 2021 amounted to $ 89,000 Disposition and Deconsolidation of LifeMap Sciences Amortization of intangible assets for periods subsequent to December 31, 2022 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2023 $ 131 2024 132 2025 131 2026 131 Thereafter 213 Total $ 738 Accounts Payable and Accrued Liabilities At December 31, 2022 and 2021, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 2021 Accounts payable $ 568 $ 193 Accrued compensation 193 212 Accrued vendors and other expenses 273 366 Total accounts payable and accrued liabilities $ 1,034 $ 771 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 5. Related Party Transactions As disclosed in Note 12 , Subsequent Events 36 10 2019 Loan Agreement On August 13, 2019, AgeX and Juvenescence entered into a Loan Facility Agreement (the “2019 Loan Agreement”) pursuant to which Juvenescence provided to AgeX a $ 2 18 4 1 7 7 160,000 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 18 8 28,500 3 3,670,663 2,146,436 8 Subsequent Events 2020 Warrants — 0.70 1.895 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 agreed to provide to AgeX a $ 13,160,000 line of credit for a period of 12 8,160,000 of the line of credit and used $ 7,160,000 to refinance the outstanding principal and the loan origination fees under the 2019 Loan Agreement with Juvenescence. On February 9, 2023, AgeX and Juvenescence entered into an Amended and Restated Secured Convertible Promissory Note which amends and restates the Secured Note and added $ 2 million to the line of credit available to be borrowed by AgeX under the Secured Note subject to Juvenescence’s discretion to approve each loan draw. On May 9, 2023, AgeX and Juvenescence entered into an Allonge and Second Amendment to Amended and Restated Convertible Promissory Note (the “Second Amendment”) that increased the amount of the line of credit available to AgeX by $ 4,000,000 , subject to the terms of the Secured Note and Juvenescence’s discretion to approve and fund each of AgeX’s future draws of that additional amount of credit. On June 2, 2023, AgeX and Juvenescence entered into a Third Amendment to Amended and Restated Convertible Promissory Note (the “Third Amendment’), to provide that (i) AgeX may draw on the available portion of the line of credit under the Secured Note until the earlier of the date a Qualified Offering as defined in the Secured Note is consummated by AgeX or October 31, 2023 (subject to Juvenescence’s discretion to approve each loan draw as provided in the Secured Note), (ii) AgeX will not be obligated to issue additional common stock purchase warrants to Juvenescence in connection with the receipt of loan funds made available pursuant to the Second Amendment, and (iii) the definition of Reverse Financing Condition was amended to extend to June 20, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by Reverse Bioengineering, Inc. The date on which the outstanding principal balance of the Secured Note will become due and payable shall be February 14, 2024 Subsequent Events During the six months ended June 30, 2023, AgeX borrowed $ 3,500,000 16,160,000 17,992,800 16,160,000 500,000 Subsequent Events As an arrangement fee for the Secured Note, 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 period during which funds may be drawn from the line of credit. The origination fee will become due and payable on the repayment date or in a pro rata amount with any prepayment of in whole or in part of the outstanding principal balance of the Secured Note. See Note 12, Subsequent Events, 2022 Warrants – 50 % of the number determined by dividing the amount of the applicable loan draw by the applicable Market Price. The Market Price was the last closing price per share of AgeX common stock on the NYSE American o preceding the delivery of the notice from AgeX requesting the draw of funds that triggered the obligation to issue 2022 Warrants. The exercise price of the 2022 Warrants is the applicable Market Price used to determine the number of Warrants issued. The 2022 Warrants will expire at 5:00 p.m. New York time three years after the date of issue. During the six months ended June 30, 2023, AgeX issued to Juvenescence 2022 Warrants to purchase 1,898,489 10,357,086 0.59 0.88 Conversion of Loan Amounts to Common Stock – 10,000,000 Default Provisions – 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 – 15 Security Agreement – $ 10 On March 13, 2023, AgeX and Juvenescence entered into a $ 10 10 10,000,000 10,000,000 Convertible Note Receivable Subsequent Events The outstanding principal balance of the $ 10 In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. If (a) AgeX and Serina have not entered into a definitive merger agreement by August 31, 2023; (b) a merger between AgeX and Serina is terminated or either party gives notice to terminate the merger agreement; or (c) the merger is not consummated by March 13, 2024, then AgeX may, after written notice to Juvenescence, pay and satisfy in full any unpaid portion of the principal balance and accrued origination fees under the $ 10 AgeX may convert the loan balance and any accrued but unpaid origination fee into AgeX common stock or “units” if AgeX consummates 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 $ 10,000,000 25,000,000 25,000,000 85 10 15 10 Derivatives and Hedging—Embedded Derivatives 10 15 10 Interest (income) expense, net Other (income) expense, net Juvenescence may convert the outstanding principal amount of the $ 10 Million Secured Note plus the accrued origination fee into AgeX common stock at the market price per share of AgeX common stock. Juvenescence may not convert the $ 10 Million Secured Note to AgeX common stock before the earlier of (i) a merger between AgeX and Serina, and (ii) March 13, 2024. Any conversion of the $ 10 Million Secured Note into AgeX common stock is subject to certain restrictions to comply with applicable requirements of the NYSE American where AgeX common stock is listed. See Note 12, Subsequent Events 10 The $ 10 During July 2023 the $ 10 Subsequent Events AgeX has entered into an Amended and Restated Security Agreement that amends the February 14, 2022 Security Agreement between AgeX and Juvenescence and adds the $ 10 10 Registration Rights AgeX entered into certain Registration Rights Agreements, as amended, pursuant to which AgeX 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 pursuant to the Secured Note, and shares that they may acquire through the conversion of those 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 shares of AgeX common stock held by Juvenescence and 3,248,246 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence. Debt Issuance Costs In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of June 30, 2023 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net Current 2020 Loan Agreement $ 8,000 $ - $ 8,000 $ (2,806 ) $ 2,806 $ 8,000 Secured Note 16,160 1,258 17,418 (5,909 ) 3,434 14,943 Total current, net 24,160 1,258 25,418 (8,715 ) 6,240 22,943 Non-current $ 10 10,000 384 10,384 (350 ) 34 10,068 Total debt, net $ 34,160 $ 1,642 $ 35,802 $ (9,065 ) $ 6,274 $ 33,011 Related Party Payables Since October 2018, AgeX’s Chief Operating Officer (“COO”), who is also an employee of Juvenescence, is 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 $ 280,000 230,000 141,000 Indemnification Agreements On March 13, 2023, AgeX executed that certain Letter of Indemnification in Lieu of or Supplemental to a Medallion Signature Guarantee (“Letter of Indemnification”), pursuant to which AgeX agreed to indemnify American Stock Transfer & Trust Company, LLC and its affiliates, successors and assigns (the “AST Indemnity”) from and against any and all claims, damages, liabilities or losses arising out of the transfer of all of the AgeX common stock held by Juvenescence to its wholly-owned subsidiary, Juvenescence US Corp. (the “Share Transfer”). In connection with AgeX’s execution of the Letter of Indemnification, AgeX and Juvenescence entered into that certain Transfer of Shares of AgeX Therapeutics, Inc. Common Stock – Indemnification Agreement, pursuant to which Juvenescence agreed to indemnify AgeX against any and all claims, damages, liabilities or losses arising out of the Share Transfer or AST Indemnity. | 5. Related Party Transactions 2019 Loan Agreement On August 13, 2019, AgeX and Juvenescence entered into a Loan Facility Agreement (the “2019 Loan Agreement”) pursuant to which Juvenescence provided to AgeX a $ 2.0 18 4.0 1.0 7.0 7.0 160,000 2020 Loa n 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 million line of credit for a period of 18 months. Through December 31, 2022, AgeX had drawn the full $ 8.0 million line of credit. AgeX issued to Juvenescence 28,500 shares of AgeX common stock as an arrangement fee for the loan facility when AgeX borrowed an aggregate of $ 3.0 million under the 2020 Loan Agreement, and AgeX issued to Juvenescence warrants to purchase a total of 3,670,663 shares of AgeX common stock (“2020 Warrants”). The number of 2020 Warrants issued was determined by the warrant formula described below. The repayment date for the outstanding principal balance of the loan under the 2020 Loan Agreement will be March 30, 2024 (see Note 11, Subsequent Events Default Provisions – 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 2020 Warrants — 3,670,663 0.70 1.895 Conversion of Loan Amounts to Common Stock – 10,000,000 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 agreed to provide to AgeX a $ 13,160,000 12 8,160,000 7,160,000 4.5 500,000 2,000,000 February 14, 2024 Subsequent Events As an arrangement fee for the Secured Note, 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 period during which funds may be drawn from the line of credit. The origination fee will become due and payable on the repayment date or in a pro rata amount with any prepayment of in whole or in part of the outstanding principal balance of the Secured Note. 2022 Warrants – 50 As of December 31, 2022, AgeX had issued to Juvenescence 2022 Warrants to purchase 8,458,597 0.59 0.88 Conversion of Loan Amounts to Common Stock – 10,000,000 . The conversion price per share or units shall be the lowest price at which shares or units are sold. Juvenescence may convert the loan balance in whole or in part into AgeX common stock 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 loan or a portion thereof into common stock. Default Provisions – 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 – 15.0 Security Agreement – Registration Rights AgeX entered into certain Registration Rights Agreements pursuant to which it has agreed to register for sale under 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 shares of our common stock held by Juvenescence and 3,248,246 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence AgeX entered into an amendment to its Registration Rights Agreement with Juvenescence to include the 2022 Warrants and underlying shares and any shares issuable upon the conversion of the Secured Note into common stock as registrable securities under the Registration Rights Agreement. Debt Issuance Costs In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of December 31, 2022 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Amount Refinanced Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net 2019 Loan Agreement $ 7,000 $ 160 $ (7,160) $ - $ (494) $ 494 $ - 2020 Loan Agreement 8,000 - - 8,000 (2,805) 2,451 7,646 2022 Secured Note 12,660 691 - 13,351 (4,720) 1,847 10,478 $ 27,660 $ 851 $ (7,160) $ 21,351 $ (8,019) $ 4,792 $ 18,124 The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of December 31, 2021 (in thousands): Drawdown of Funds Origination Fee Amount Refinanced Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net 2019 Loan Agreement $ 7,000 $ 160 $ - $ 7,160 $ (494) $ 474 $ 7,140 2020 Loan Agreement 7,500 - - 7,500 (2,620) 1,182 6,062 $ 14,500 $ 160 $ - $ 14,660 $ (3,114) $ 1,656 $ 13,202 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 $ 280,000 141,000 70,000 |
Warrant Liability
Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Warrant Liability | 6. Warrant Liability 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 Distinguishing Liabilities from Equity, As a condition of each amount drawn up to $ 15,160,000 Related Party Transactions AgeX has utilized the full credit available under the Secured Note that is subject to warrants and accordingly the warrants were issued for each of the advances of loan funds under the Secured Note. After all relevant assessments, AgeX determined that the warrants issued under the Secured Note require classification as a liability pursuant to ASC 480, Distinguishing Liabilities from Equity 15,160,000 15,160,000 Under the Third Amendment, AgeX is not obligated to issue additional warrants to Juvenescence in connection with the receipt of loan funds up to $ 4 Related Party Transactions, The fair value of the warrant liabilities was measured using a Black-Scholes option pricing model. Significant inputs into the model at the inception date, the date when warrants were issued upon receipt of amounts drawn during the period, and as of the reporting period end remeasurement dates are as follows: Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model Black-Scholes Assumptions Exercise Price (1) Warrant Expiration Date (2) Stock Price (3) Interest Rate (annual) (4) Volatility (annual) (5) Time to Maturity (Years) Calculated Fair Value per Share Inception Date: 2/14/2022 $ 0.780 2/13/2025 $ 0.691 1.80 % 122.99 % 3 $ 0.486 Issuance Date: 2/14/2022 $ 0.780 2/13/2025 $ 0.691 1.80 % 122.99 % 3 $ 0.486 Issuance Date: 2/15/2022 $ 0.780 2/14/2025 $ 0.747 1.80 % 123.28 % 3 $ 0.535 Period Ended 3/31/2022 $ 0.940 3/30/2025 $ 0.854 2.45 % 123.28 % 3 $ 0.607 Issuance Date: 4/4/2022 $ 0.880 4/3/2025 $ 0.819 2.61 % 123.31 % 3 $ 0.585 Issuance Date: 6/6/2022 $ 0.711 6/5/2025 $ 0.800 2.94 % 122.62 % 3 $ 0.592 Period Ended 6/30/2022 $ 0.600 6/29/2025 $ 0.576 2.99 % 122.21 % 3 $ 0.413 Issuance Date: 8/16/2022 $ 0.670 8/15/2025 $ 0.640 3.19 % 121.37 % 3 $ 0.457 Period Ended 9/30/2022 $ 0.610 9/29/2025 $ 0.562 4.25 % 121.49 % 3 $ 0.401 Issuance Date: 10/21/2022 $ 0.690 10/20/2025 $ 0.620 4.52 % 120.51 % 3 $ 0.439 Issuance Date: 12/14/2022 $ 0.590 12/13/2025 $ 0.540 3.94 % 120.01 % 3 $ 0.381 Period Ended 12/31/2022 $ 0.550 12/30/2025 $ 0.552 4.22 % 119.31 % 3 $ 0.396 Issuance Date: 1/25/2023 $ 0.735 1/24/2026 $ 0.751 3.84 % 119.17 % 3 $ 0.540 Inception Date: 2/9/2023 $ 0.703 2/8/2026 $ 0.660 4.15 % 118.94 % 3 $ 0.466 Issuance Date: 2/15/2023 $ 0.624 2/14/2026 $ 0.600 4.35 % 118.93 % 3 $ 0.426 Period Ended 3/31/2023 $ 0.661 3/30/2026 $ 0.663 3.81 % 113.43 % 3 $ 0.459 Issuance Date: 4/4/2023 $ 0.661 4/3/2026 $ 0.673 3.60 % 113.01 % 3 $ 0.466 (1) Based on the market closing price of AgeX’s common stock on the NYSE American on the day prior to each debt Inception Date, on each presented period ending date, and one day prior to the delivery of the relevant drawdown notice in accordance with terms of the Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table). For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 (2) Warrants are exercisable over a three-year period from each Issuance Date. (3) Based on the market price of AgeX’s common stock on the NYSE American as of each date presented. (4) Interest rate for U.S. Treasury Bonds, as of each date presented, as published by the U.S. Federal Reserve. (5) Based on the historical daily volatility of AgeX common stock as of each date presented. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Outstanding and Fair Values Warrant Liability Credit Line and Draw Amounts (in thousands) Warrants Fair Value per Share Fair Value (in thousands) Fair value as of January 1, 2022 $ - - $ - $ - Fair value at initial measurement date of 2/14/2022 13,160 (1) 8,435,897 (2) 0.4864 4,103 Fair value of warrants issued on 2/14/2022 (7,160 ) (3) (4,589,743 ) (4) 0.4864 (2,232 ) Fair value of warrants issued on 2/15/2022 (1,000 ) (3) (641,025 ) (4) 0.5349 (343 ) Fair value of warrants issued on 4/4/2022 (1,000 ) (3) (568,440 ) (4) 0.5854 (333 ) Fair value of warrants issued on 6/6/2022 (1,000 ) (3) (703,234 ) (4) 0.5924 (417 ) Fair value of warrants issued on 8/16/2022 (1,000 ) (3) (746,380 ) (4) 0.4569 (341 ) Fair value of warrants issued on 10/21/2022 (500 ) (3) (362,318 ) (4) 0.4386 (159 ) Fair value of warrants issued on 12/14/2022 (1,000 ) (3) (847,457 ) (4) 0.3810 (323 ) Change in fair value of warrants - - - 225 Fair value as of December 31, 2022 $ 500 (1) 454,545 (2) $ 0.3960 $ 180 Fair value of warrants issued on 1/25/2023 (500 ) (3) (340,136 ) (4) 0.5395 (184 ) Fair value at initial measurement date of 2/9/2023 2,000 (1) 1,422,879 (2) 0.4657 663 Fair value of warrants issued on 2/15/2023 (1,000 ) (3) (801,924 ) (4) 0.4263 (342 ) Fair value of warrants issued on 4/4/2023 (1,000 ) (3) (756,429 ) (4) 0.4660 (352 ) Change in fair value of warrants - - - 35 Fair value as of June 30, 2023 $ - (1) - (2) $ - $ - (1) Amount of credit available under the Secured Note on date of inception and as of each period end date. For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 (2) Number of warrants issuable, as applicable, (a) if the amount of credit available was drawn for measurement as of the applicable inception date, or (b) subsequently for remeasurement as of each period end date. (3) Amount of drawdown as of the date presented. (4) Number of warrants issued upon receipt of amounts drawn against the Secured Note as of the date presented. During the three and six months ended June 30, 2023, AgeX recorded a loss on change in fair value of warrants of $ 5,000 35,000 168,000 255,000 The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about future activities and AgeX’s stock prices and historical volatility as inputs. None of the warrants issued have been exercised. | 6. Warrant Liability 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 Distinguishing Liabilities from Equity, As a condition of each amount drawn from the Secured Note, on receipt of each amount drawn AgeX shall grant to Juvenescence a number of warrants equal to 50% of the gross value of the relevant advance made. The gross value is the quotient of the drawdown amount and the exercise price. The exercise price is based on the market closing price of AgeX’s common stock on the NYSE American on the one day preceding the delivery of the relevant drawdown notice (see Note 5, Related Party Transactions Given AgeX’s history, it is AgeX’s judgement that it is more likely than not that AgeX will utilize the full credit available under the Secured Note and accordingly warrants will be issued for each of the advances made within the credit availability period consisting of the 12 month period starting February 14, 2022. After all relevant assessments, AgeX determined that the warrants issued under the Secured Note require classification as a liability pursuant to ASC 480, Distinguishing Liabilities from Equity The fair value of the warrant liabilities was measured using a Black-Scholes option pricing model. Significant inputs into the model at the inception date when warrants were issued upon receipt of amounts drawn during the period, and as of the reporting period end remeasurement dates are as follows: Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model Black-Scholes Assumptions Exercise Price (1) Warrant Expiration Date (2) Stock Price (3) Interest Rate (annual) (4) Volatility (annual) (5) Time to Maturity (Years) Calculated Fair Value per Share Inception Date: 2/14/2022 $ 0.780 13-Feb-25 $ 0.691 1.80% 122.99% 3 $ 0.486 Issuance Date: 2/14/2022 $ 0.780 13-Feb-25 $ 0.691 1.80 122.99 3 $ 0.486 Issuance Date: 2/15/2022 $ 0.780 14-Feb-25 $ 0.747 1.80 123.28 3 $ 0.535 Period Ended 3/31/2022 $ 0.940 30-Mar-25 $ 0.854 2.45 123.28 3 $ 0.607 Issuance Date: 4/4/2022 $ 0.880 3-Apr-25 $ 0.819 2.61 123.31 3 $ 0.585 Issuance Date: 6/6/2022 $ 0.711 5-Jun-25 $ 0.800 2.94 122.62 3 $ 0.592 Period Ended 6/30/2022 $ 0.600 29-Jun-25 $ 0.576 2.99 122.21 3 $ 0.413 Issuance Date: 8/16/2022 $ 0.670 15-Aug-25 $ 0.640 3.19 121.37 3 $ 0.457 Period Ended 9/30/2022 $ 0.610 29-Sep-25 $ 0.562 4.25 121.49 3 $ 0.401 Issuance Date: 10/21/2022 $ 0.690 20-Oct-25 $ 0.620 4.52 120.51 3 $ 0.439 Issuance Date: 12/14/2022 $ 0.590 13-Dec-25 $ 0.540 3.94 120.01 3 $ 0.381 Period Ended 12/31/2022 $ 0.550 30-Dec-25 $ 0.552 4.22 119.31 3 $ 0.396 (1) Based on the market closing price of AgeX’s common stock on the NYSE American on the one day prior to the debt inception date and each presented period ending date and also the market closing price of AgeX’s common stock on the NYSE American on the one trading day preceding the delivery of the relevant drawdown notice in accordance with terms per the Secured Note. (2) Warrants are exercisable over a three-year period from each issuance date. (3) Based on the market price of AgeX’s common stock on the NYSE American as of each date presented. (4) Interest rate for U.S. Treasury Bonds, as of each date presented, as published by the U.S. Federal Reserve. (5) Based on the historical daily volatility of AgeX common stock as of each date presented. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Outstanding and Fair Values Warrant Liability Credit Line and Draw Amounts (in thousands) Warrants Fair Value per Share Fair Value (in thousands) Fair value as of January 1, 2022 $ - - $ - $ - Fair value at initial measurement date of 2/14/2022 13,160 (1) 8,435,897 (2) 0.4864 4,103 Fair value of warrants issued on 2/14/2022 (7,160) (3) (4,589,743) (4) 0.4864 (2,232) Fair value of warrants issued on 2/15/2022 (1,000) (3) (641,025) (4) 0.5349 (343 Fair value of warrants issued on 4/4/2022 (1,000) (3) (568,440) (4) 0.5854 (333 Fair value of warrants issued on 6/6/2022 (1,000) (3) (703,234) (4) 0.5924 (417 Fair value of warrants issued on 8/16/2022 (1,000) (3) (746,380) (4) 0.4569 (341 Fair value of warrants issued on 10/21/2022 (500) (3) (362,318) (4) 0.4386 (159 Fair value of warrants issued on 12/14/2022 (1,000) (3) (847,457) (4) 0.3810 (323 Change in fair value of warrant liability - - - 225 Fair value as of December 31, 2022 $ 500 (1) 454,545 (2) $ 0.3960 $ 180 (1) Amount of credit available under the Secured Note on date of inception and as of each period end date. (2) Number of warrants issuable if the amount of credit available were drawn for measurement as of inception date and subsequently for remeasurement as of each period end date. (3) Amount of drawdown as of each date presented. (4) Number of warrants issued upon receipt of amounts drawn against the Secured Note as of each date presented. During the year ended December 31, 2022, AgeX recorded a loss of $ 225,000 The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about future activities and AgeX’s stock prices and historical volatility as inputs. During the year ended December 31, 2022, none of the warrants issued were exercised. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Deficit | 7. Stockholders’ Deficit Preferred Stock AgeX is authorized to issue up to 5,000,000 0.0001 no Subsequent Events 36 Common Stock AgeX has 200,000,000 0.0001 37,951,261 37,949,196 Issuance and Sale of Warrants by AgeX In connection with the $ 2,500,000 1,898,489 Warrant Liability Pursuant to the Third Amendment, no warrants were issued in connection with the $ 1,000,000 of additional drawdowns of loan funds after June 1, 2023. See Note 5, Related Party Transactions, At-the-Market Offering Facility On January 8, 2021, AgeX entered into a sales agreement with Chardan relating to the sale of shares of AgeX common stock, par value $ 0.0001 12.6 no | 7. Stockholders’ Deficit Preferred Stock AgeX is authorized to issue up to 5,000,000 0.0001 no Common Stock AgeX has 200,000,000 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, 2022 and 2021, there were 37,949,196 37,941,220 Issuance of Warrants by AgeX In connection with the $ 12,660,000 8,458,597 As consideration for $ 8.0 3,670,663 See Notes 5, Related Party Transactions Warrant Liability At-the-Market Offering Facility On January 8, 2021, AgeX entered into a Sales Agreement with Chardan, relating to the sale of shares of AgeX common stock, in at-the-market transactions. In accordance with the terms of the Sales Agreement, AgeX may offer and sell shares of AgeX common stock having an aggregate offering price of up to $ 12.6 nil 496,000 |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Awards | 8. Stock-Based Awards Equity Incentive Plan Awards AgeX has an Equity Incentive Plan (the “Plan”) under which a maximum of 8,500,000 A summary of AgeX stock option activity under the Plan 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 Balance at December 31, 2022 5,139 3,261 3 $ 2.25 Restricted stock units vested - - (3 ) - Balance at June 30, 2023 5,139 3,261 - $ 2.25 Options exercisable at June 30, 2023 3,016 $ 2.34 There have been no Stock-based Compensation Expense AgeX recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation – Stock Compensation AgeX uses the Black-Scholes option pricing model for estimating the fair value of options granted under AgeX’s 2017 Equity Incentive Plan (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. Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 2 $ 8 $ 7 $ 17 General and administrative 33 190 98 420 Total stock-based compensation expense $ 35 $ 198 $ 105 $ 437 The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model applying the weighted-average assumptions including expected life, risk-free interest rates, volatility, and dividend yield. The assumptions that were used to calculate the grant date fair value of employee and non-employee stock option grants for the three and six months ended June 30, 2022 were as follows: Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended June 30, Six Months Ended June 30, 2023 (1) 2022 2023 (1) 2022 Grant price $ - $ 0.71 $ - $ 0.79 Market price $ - $ 0.71 $ - $ 0.79 Expected life (in years) - 6.08 - 5.58 Volatility - 128.35 % - 130.71 % Risk-free interest rates - 2.90 % - 1.74 % Dividend yield - - % - - % (1) There were no stock options granted under the Plan during the three and six months ended June 30, 2023. 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 six months ended June 30, 2023 and 2022 may have been significantly different. 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. | 8. Stock-Based Awards Equity Incentive Plan Under the 2017 Equity Incentive Plan, as amended (the “Incentive Plan”), AgeX has reserved 8,500,000 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 Balance at January 1, 2021 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) - Balance at December 31, 2021 1,035 3,365 16 $ 2.32 Increase option pool 4,000 - - - Options granted (105) 105 - 0.79 Options forfeited, cancelled or expired 209 (209) - 2.82 Restricted stock units vested - - (13) - Balance at December 31, 2022 5,139 3,261 3 $ 2.25 Options exercisable at December 31, 2022 2,913 $ 2.37 There were no 7.3 At December 31, 2022, AgeX had approximately $ 0.3 2.02 The aggregate intrinsic value of options outstanding was $ 1,700 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, 2022 and 2021 (in thousands): Schedule of Stock Based Compensation Expense 2022 2021 Year Ended December 31, 2022 2021 Research and development – continuing operations $ 32 $ 62 General and administrative – continuing operations 728 937 Total stock-based compensation expense – continuing operations 760 999 General and administrative – discontinued operations - 4 Total stock-based compensation expense $ 760 $ 1,003 The weighted-average estimated fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 0.70 1.15 Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2022 2021 Grant Price $ 0.79 $ 1.46 Expected life (in years) 5.58 5.71 Risk-free interest rates 1.74% 0.99% Volatility 130.71% 102.34% 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, 2022 and 2021 may have been significantly different. See Note 2, Summary of Significant Accounting Policies 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 9. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270 , Income Taxes, Interim Reporting For the three and six months ended June 30, 2023 and 2022, AgeX experienced a loss; therefore, no Due to losses incurred for all periods presented, AgeX did not record a provision or benefit for income taxes. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. AgeX established a full valuation allowance for all of its deferred tax assets for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. | 9. Income Taxes Net loss from operations before income taxes as of December 31, 2022 and 2021 are approximately $ 10.5 8.7 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, 2022 and 2021 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2022 2021 Net operating loss carryforwards $ 12,408 $ 12,000 Capital loss carryforwards 3,120 3,120 Research and development credit carryforwards 1,138 1,426 Patents and fixed assets 879 901 Stock-based compensation 643 690 Capitalized Research Expenses 211 - Other, net 62 80 Valuation allowance (18,461) (18,217) 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, 2022 2021 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 ( 7 14 Permanent differences - ( 1 Stock Based Compensation ( 2 - Loss and deconsolidation of LifeMap Sciences - ( 31 Debt finance equity costs ( 6 - Return to provision & other adjustments ( 5 - Change in valuation allowance ( 2 ( 4 - - AgeX has established an accrual for uncertain tax positions related to its U.S. research and development credits. As of December 31, 2022 and 2021, there was no accrued interest related to uncertain tax positions. AgeX does not believe it is reasonably possible that its unrecognized tax benefits will significantly change in the next twelve months. A reconciliation of beginning and ending balances for unrecognized tax benefits is as follows (in thousands): Schedule of Unrecognized Tax Benefits 2022 2021 December 31, 2022 2021 Balance at January 1 $ - $ - Additions for tax positions related to the current year 23 - Additions for tax positions related to prior years 356 - Reductions for tax positions related to prior years - - Reductions related to settlements - - Reductions related to a lapse of statute - - Balance at December 31 $ 379 $ - AgeX monitors proposed and issued tax law, regulations, and cases to determine the potential impact of uncertain income tax positions. At December 31, 2022, AgeX had not identified any potential subsequent events that would have a material impact on unrecognized income tax benefits within the next twelve months. As of December 31, 2022, AgeX has net operating loss carryforwards of approximately $ 52.8 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. As of December 31, 2022, AgeX has net operating losses of approximately $ 14.9 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 2042 As of December 31, 2022, AgeX has research and development tax credit carryforwards for federal and state tax purposes of $ 0.9 million and $ 0.6 million, respectively. The federal tax credits expire between 2028 and 2042, while the state tax credits have no expiration date . As of December 31, 2022, AgeX has capital loss carryforwards for federal and state tax purposes of $ 12.4 5.9 Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (“R&E”) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the US must be amortized over a 5 15 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 For the year ended December 31, 2022, we experienced a domestic loss from continuing operations; therefore, no The sale of LifeMap Sciences 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 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. AgeX and its current subsidiaries are not subject to tax examination by federal tax authorities for tax years beginning before 2019 and for state tax authorities beginning before 2018. However, the tax 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Office Lease Agreement AgeX leases office space in Alameda, California. For 2022 base monthly rent was $ 1,074 844 ASC 842 For the office lease, AgeX has elected to not apply the recognition requirements under ASC 842 as lease cost on a straight-line basis over the lease term because the amount of the lease payments is not deemed material. There were no future minimum lease commitments as of June 30, 2023. 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. Tax Filings AgeX tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes AgeX has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the unaudited condensed consolidated interim financial statements. 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 research and development 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 research and development. Indemnification provisions could also cover third-party infringement claims with respect to patent rights, copyrights, or other intellectual property licensed from AgeX to third parties. 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. AgeX has also agreed to provide the AST Indemnity pursuant to the Letter of Indemnification described in Note 5, Related Party Transactions Notice of Delisting On April 20, 2023, AgeX received a letter (the “2023 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 Sections 1003(a)(i), (ii), and (iii) of the Exchange Company Guide in that AgeX has stockholders equity of less than (A) $ 2,000,000 4,000,000 6,000,000 On May 17, 2023 AgeX received a notice from the staff of the Exchange indicating that they intend to commence proceedings to delist AgeX common stock from the Exchange based upon AgeX’s non-compliance with the stockholders’ equity requirements set forth in Sections 1003(a)(i), (ii) and (iii) of the Exchange’s Company Guide by the end of a compliance plan period that expired on May 17, 2023. Specifically, AgeX does not meet the continued listing standards because it has stockholders equity of less than (A) $ 2,000,000 4,000,000 6,000,000 On May 24, 2023, AgeX filed a request for a review of the delisting determination by a Committee of the Board of Directors of the Exchange. On May 31, 2023, AgeX received a notice from the staff of the Exchange which scheduled a hearing for July 25, 2023. On July 24, 2023, AgeX increased its stockholders equity and remediated the deficiency by issuing shares of preferred stock to Juvenescence in exchange for the extinguishment of $ 36 Subsequent Events | 10. Commitments and Contingencies Office Lease Agreement Effective January 1, 2021, AgeX relocated its principal offices to a 135 947 1,074 101 844 ASC 842 For the office lease, AgeX has elected to not apply the recognition requirements under ASC 842 and instead recognized the lease payments as lease costs on a straight-line basis over the lease term, as the amount of the lease payments is not deemed material. There were no future minimum lease commitments as of December 31, 2022. 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. Tax Filings AgeX tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes AgeX has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the consolidated financial statements. 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 research and development 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 research and development. Indemnification provisions could also cover third-party infringement claims with respect to patent rights, copyrights, or other intellectual property licensed from AgeX to third parties. 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, 2022 and 2021. 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. On November 17, 2021, AgeX 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 AgeX had stockholders equity of less than $ 2,000,000 4,000,000 November 2022, the Exchange sent AgeX a notification indicating that the Exchange has accepted the revised 2021 Plan and has granted AgeX an extension of time to regain compliance with the Exchange’s continued listing standards as set forth in Section 1003(a)(i) and (ii) of the Exchange Company Guide by increasing stockholders equity to not less than $ 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 12. Subsequent Events Additional Loans Under Secured Note On July 5, 2023 and on August 1, 2023, AgeX drew $ 500,000 Amendment of Secured Note On July 31, 2023, AgeX and Juvenescence entered into a Fourth Amendment (the “Fourth Amendment”) to the Secured Note to provide that (i) the definition of Reverse Financing Condition is amended to extend to October 31, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by AgeX’s subsidiary Reverse Bio, and (ii) Juvenescence may convert the outstanding amount of the Secured Note loans or any portion of such loans into AgeX common stock without restriction by the “19.9% Cap” if Juvenescence elects to convert those amounts at a conversion price or prices equal to the “Drawdown Market Prices” applicable to such loan amounts in lieu of a lower conversion price set with reference to the current market price of AgeX common stock at the time of conversion. The 19.9% Cap is a provision of the Secured Note that limits the amount of common stock that Juvenescence may acquire through the conversion of Secured Note loans in order to comply with NYSE American requirements pertaining to the amount of shares that a listed company, such as AgeX, may sell at a price less than the market prices prevailing at the time the loans were made (the “Drawdown Market Prices”) without shareholder approval. Amendment of $10 Million Secured Note On July 31, 2023, AgeX and Juvenescence also entered into an amendment to the $ 10 10 10 Debt Exchanged for Preferred Stock and Remediation of Stock Exchange Listing Deficiency On July 24, 2023, AgeX issued to Juvenescence 211,600 148,400 36 10 10 6 The NYSE American approved the listing of the 36,939,190 13,060,809 Summary of Preferred Stock The following is a summary of the principal terms of the Series A Preferred Stock and Series B Preferred Stock (collectively “Preferred Stock”). This discussion of the Preferred Stock is a summary only, does not purport to be complete, and is qualified in all respects by the full terms of the Series A Preferred Stock and Series B Preferred Stock, including the respective powers, designations, preferences, rights qualifications, limitations, and restrictions of each such series of Preferred Stock, are set forth in the respective forms of Certificate of Designation of each such series of Preferred Stock. Dividends The Preferred Stock is not entitled to receive any payment or distribution of cash or other dividends. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or other winding up of the affairs of AgeX, subject to the preferences and other rights of any senior stock, before any assets of AgeX shall be distributed to holders of common stock or other junior stock, all of the assets of AgeX available for distribution to stockholders shall be distributed among the holders of Series A Preferred Stock and Series B Preferred Stock and any other “parity stock” that may be issued ranking parri passu Conversion of Preferred Stock into Common Stock Each share of Preferred Stock shall be convertible into a number of shares of AgeX common stock determined by dividing (x) a number equal to the number of dollars and cents comprising the subscription price, by (y) a number equal to the number of dollars and cents comprising the conversion price. The subscription price per share of Preferred Stock is $ 100 0.72 Optional Conversion Preferred Stock shall be convertible into common stock at the election of the holder of shares of Preferred Stock at any time and from time to time. Automatic Conversion The outstanding shares of Series A Preferred Stock shall automatically be converted into common stock without any further act of AgeX or its stockholders (“Automatic Conversion”) upon the earliest of: (x) the date on which AgeX or a subsidiary shall have consummated a merger with Serina, or a subsidiary thereof; and (y) February 1, 2024. Further, if the holders of at least a majority of the outstanding shares of Series A Preferred Stock approve or consent to the Automatic Conversion of the shares of that series, then the outstanding shares of Series A Preferred Stock shall be converted into common stock upon such approval or consent. The outstanding shares of Series B Preferred Stock shall automatically be converted into common stock without any further act of AgeX or its stockholders upon the earliest of: (x) the date on which AgeX or a subsidiary shall have consummated a merger with Serina or a subsidiary thereof; and (y) February 1, 2024, provided that such conversion is not limited by the 19.9% Cap or the 50% Cap as described below; and if Automatic Conversion would then be limited by the 19.9% Cap or the 50% Cap, the Automatic Conversion shall take place on the tenth day after such stockholder approvals have been obtained as may be required to permit such Automatic Conversion without the limitations of the 19.9% Cap and the 50% Cap. Further, if the holders of at least a majority of the outstanding shares of Series B Preferred Stock approve or consent to the Automatic Conversion of the shares of that series, and the conversion is not then limited by the 19.9% Cap or the 50% Cap, then the outstanding shares of Series B Preferred Stock shall be converted into common stock upon such approval or consent. Certain Limitations on Conversion of Series B Preferred Stock If under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by AgeX stockholders would be required in connection with the issuance of common stock in excess of the “19.9% Cap” upon any conversion of Series B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Preferred Stock shall be an amount equal to the 19.9% Cap. The 19.9% Cap means 7,550,302 shares of common stock, which is 19.9% of the shares of common stock outstanding on February 14, 2022 when the Secured Note, a portion of which has not been approved by AgeX stockholders for conversion into common stock without regard to the 19.9% Cap and 50% Cap, was issued. If under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by AgeX stockholders would be required in connection with the issuance of common stock in excess of the 50% Cap upon any conversion of Series B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares of common stock that may be issued to a holder of Series B Preferred Stock upon conversion of such shares shall be an amount that, when added to other shares of common stock owned by such holder immediately prior to such conversion would equal one share less than the 50% Cap. Adjustment of conversion price and subscription price If AgeX shall (a) declare a dividend or make a distribution on its common stock in shares of common stock, (b) subdivide or reclassify the outstanding common stock into a greater number of shares, or (c) combine or reclassify the outstanding common stock into a smaller number of shares, the conversion price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted. If AgeX shall (i) declare a dividend or make a distribution on a series of Preferred Stock in shares of Preferred Stock, (ii) subdivide or reclassify the outstanding shares of a series of Preferred Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of a series of Preferred Stock into a smaller number of shares, the subscription price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted. Successive adjustments in the conversion price or subscription price, as applicable, shall be made whenever any event specified above shall occur. No Fractional Shares No fractional share of common stock or scrip shall be issued upon conversion of Preferred Stock. Instead of any fractional share of common stock which would otherwise be issuable upon conversion of any Preferred Stock, AgeX will pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest at the then fair value determined in accordance with the terms of the Preferred Stock. Voting Rights The following matters shall require the approval of the holders of a majority of the shares of a series of Preferred Stock then outstanding, voting as a separate class: (i) creation of any Preferred Stock ranking as senior stock to the series with respect to liquidation preferences; (ii) repurchase of any shares of common stock or other junior stock except shares issued pursuant to or in connection with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants of AgeX; (iii) any sale, conveyance, or other disposition of all or substantially all AgeX’s property or business, or any liquidation or dissolution of AgeX, or a merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) but only to the extent that the Delaware General Corporation Law requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the series of Preferred Stock; or (v) any amendment of AgeX’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the series of Preferred Stock. However, the terms of the Preferred Stock do not restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and restrictions and limitations on, stock ranking as parity stock or junior stock to a series of Preferred Stock. Governing Law The powers, designations, preferences, rights, qualifications, limitations, and restrictions of either series of Preferred Stock, the validity, authorization and issuance of such Preferred Stock, and the conversion of such Preferred Stock into common stock shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof, and all legal proceedings pursuant or with respect to or concerning such matters (a “Proceeding”), whether brought by or against a holder of Preferred Stock or AgeX or any of their respective directors, officers, stockholders, employees or agents, shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”). The Preferred Stock provides that (a) AgeX and each holder of Preferred Stock irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any Proceeding, and irrevocably waives, and agrees not to assert in any Proceeding any claim that they are not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are an improper or inconvenient venue for such Proceeding, and (b) AgeX and each holder of Preferred Stock irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to such party and agrees that such service shall constitute good and sufficient service of process and notice Registration Rights Agreement AgeX and Juvenescence have entered into a Registration Rights Agreement pursuant to which AgeX has agreed to use commercially reasonable efforts to register the for sale under the Securities Act the shares of common stock issuable upon conversion of Preferred Stock. A registration statement must be filed upon request of Juvenescence if Form S-3 is available to AgeX. Juvenescence will also have “piggy-back” registration rights if AgeX files a registration statement for the sale of shares for itself or other stockholders, subject to certain customary exceptions based on the nature of the registration statement. AgeX will bear the expenses of the registration statement but not underwriting or broker’s commissions related to the sale of the common stock. AgeX and Juvenescence will indemnify each other from certain liabilities in connection the registration, offer, and sale of securities under a registration statement, including liabilities arising under the Securities Act. Research Grant Award On August 11, 2023, AgeX received a Notice of Award from the National Institutes of Health (NIH, National Heart, Lung, and Blood Institute) for a grant of approximately $ 341,000 | 11. Subsequent Events 2022 Secured Convertible Promissory Note On January 25, 2023, AgeX borrowed an additional $ 500,000 under the Secured Note. In connection with that draw of loan funds under the Secured Note, AgeX issued to Juvenescence warrants to purchase 340,136 shares of AgeX common stock at an exercise price of $ 0.735 per share. Amended and Restated Secured Convertible Promissory Note On February 9, 2023, AgeX and Juvenescence entered into an Amended and Restated Secured Convertible Promissory Note which amends and restates the February 14, 2022 Secured Note and provides that AgeX may borrow up to an additional $ 2,000,000 1 The other material provisions of the Secured Note, including but not limited to those pertaining to loan origination fees, default provisions, provisions governing the rights of AgeX and Juvenescence to convert the loan balance and any accrued but unpaid origination fees into shares of AgeX common stock, and provisions requiring AgeX to issue common stock purchase warrants to Juvenescence in connection with borrowings remain in effect and will apply to any draw down of the additional $ 2,000,000 AgeX’s obligations under the Secured Note, including with respect to any additional borrowings, will continue to be secured by the security interests in AgeX assets granted to Juvenescence pursuant to the Security Agreement. On February 15, 2023, AgeX drew $ 1,000,000 801,924 0.6235 2020 Loan Agreement On March 13, 2023, the 2020 Loan Agreement was amended to extend the maturity date to March 30, 2024. $ 10 On March 13, 2023, AgeX and Juvenescence entered into a Secured Convertible Promissory Note (the “$ 10 10,000,000 The outstanding principal balance of the $ 10 In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. If (a) AgeX and Serina have not entered into a definitive merger agreement by June 13, 2023; (b) a merger between AgeX and Serina is terminated or either party gives notice to terminate the merger agreement; or (c) the merger is not consummated by March 13, 2024, then AgeX may, after written notice to Juvenescence, pay and satisfy in full the principal balance and accrued origination fees under the $ 10 AgeX may convert the loan balance and any accrued but unpaid origination fee into AgeX common stock or “units” if AgeX consummates 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 $ 10,000,000 . If less than $ 25,000,000 is raised through the sale of common stock or units, the conversion price per share or units shall be the lowest price at which shares or units are sold. If at least $ 25,000,000 is raised, the conversion price per share shall be 85 % of the “Market Price” of AgeX common stock determined as provided in the $ 10 Juvenescence may convert the outstanding principal amount of the $ 10 10 10 The outstanding principal amount of the $ 10 10 10 10 The $ 10 AgeX has entered into an Amended and Restated Security Agreement that amends the February 14, 2022 Security Agreement between AgeX and Juvenescence and adds the $ 10 Serina Note On March 15, 2023, AgeX and Serina entered into the Serina Note Purchase Agreement, pursuant to which AgeX has agreed to lend to Serina an aggregate principal amount of $ 10,000,000 7 In connection with the issuance of the Serina Note, AgeX is entitled to elect one member to the board of directors of Serina and receive certain information and inspection rights as well as participation rights for subsequent equity issuances. The principal balance of the Serina Note with accrued interest will automatically convert into Serina preferred stock if Serina raises at least $ 25,000,000 80 105,000,000 AgeX may (i) at its election, upon a change of control (as defined in the Serina Note), convert the Serina Note in whole or in part into either (a) cash in an amount equal to 100% of the outstanding principal amount of the Serina Note, plus interest, or (b) into the highest ranking shares of Serina then issued at a conversion price equal to the lowest price per share at which the most senior series of Serina shares has been sold in a single transaction or a series of related transactions through which Serina raised at least $ 5,000,000 Upon the consummation of a merger between AgeX and Serina, the Serina Note would remain outstanding and become an intercompany asset of AgeX and an intercompany liability of Serina. The outstanding principal balance of the Serina Note with accrued interest may become immediately due and payable prior to the stated maturity date if an Event of Default as defined in the Serina Note occurs. In addition to this and any other remedy, both in equity and in law, upon the occurrence of an Event of Default, an interest rate of 10% 250,000 The Serina Note Purchase Agreement and Serina Note each includes certain covenants that among other matters require financial reporting and impose certain restrictions, including (i) restrictions on the incurrence of additional indebtedness by Serina and its subsidiaries; (ii) requiring that Serina use note proceeds and funds that may be raised through certain equity offerings only for research and development work, professional and administrative expenses, and for general working capital; and (iii) prohibiting Serina from entering into any material sale or transfer transactions outside of the ordinary course of business, other than in a merger between AgeX and Serina, without the consent of AgeX. Subordination Agreement In connection with the issuance of the Serina Note, Serina, each other holder of Serina indebtedness (each a “Serina Lender”), and AgeX entered into a Subordination Agreement, dated March 15, 2023, pursuant to which each Serina Lender agreed to subordinate to AgeX’s rights of repayment with respect to the obligations owed under the Serina Note Purchase Agreement and the Serina Note (i) all Serina indebtedness owed to such Serina Lender under certain convertible notes between each Serina Lender and Serina, which aggregate principal amount of all of such convertible notes equals $ 1,450,000 , and (ii) any related security interests. |
Convertible Note Receivable
Convertible Note Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Note Receivable | 4. Convertible Note Receivable On March 15, 2023, AgeX and Serina entered into a Convertible Note Purchase Agreement (the “Serina Note Purchase Agreement”), pursuant to which AgeX lent to Serina an aggregate principal amount of $ 10,000,000 7 In connection with the issuance of the Serina Note, AgeX is entitled to elect one member to the board of directors of Serina and receive certain information and inspection rights as well as participation rights for subsequent equity issuances. The principal balance of the Serina Note with accrued interest will automatically convert into Serina preferred stock if Serina raises at least $ 25,000,000 80 105,000,000 20 Derivatives and Hedging—Embedded Derivatives 20 Interest (income) expense, net Other (income) expense, net AgeX may (i) at its election, upon a change of control (as defined in the Serina Note), convert the Serina Note in whole or in part into either (a) cash in an amount equal to 100% of the outstanding principal amount of the Serina Note, plus interest, or (b) into the highest ranking shares of Serina then issued at a conversion price equal to the lowest price per share at which the most senior series of Serina shares has been sold in a single transaction or a series of related transactions through which Serina raised at least $ 5,000,000 Upon the consummation of a merger between AgeX and Serina, the Serina Note would remain outstanding and become an intercompany asset of AgeX and an intercompany liability of Serina. The outstanding principal balance of the Serina Note with accrued interest may become immediately due and payable prior to the stated maturity date if an Event of Default as defined in the Serina Note occurs. In addition to this and any other remedy, both in equity and in law, upon the occurrence of an Event of Default, an interest rate of 10 250,000 The Serina Note Purchase Agreement and Serina Note each includes certain covenants that among other matters require financial reporting and impose certain restrictions, including (i) restrictions on the incurrence of additional indebtedness by Serina and its subsidiaries; (ii) requiring that Serina use note proceeds and funds that may be raised through certain equity offerings only for research and development work, professional and administrative expenses, and for general working capital; and (iii) prohibiting Serina from entering into any material sale or transfer transactions outside of the ordinary course of business, other than in a merger between AgeX and Serina, without the consent of AgeX. Subordination Agreement In connection with the issuance of the Serina Note, Serina, each other holder of Serina indebtedness (each a “Serina Lender”), and AgeX entered into a Subordination Agreement, dated March 15, 2023, pursuant to which each Serina Lender agreed to subordinate to AgeX’s rights of repayment with respect to the obligations owed under the Serina Note Purchase Agreement and the Serina Note (i) all Serina indebtedness owed to such Serina Lender under certain convertible notes between each Serina Lender and Serina, which aggregate principal amount of all of such convertible notes equals $ 1,450,000 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 10. Supplemental Cash Flow Information Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are as follows (in thousands): Schedule of Non-cash Investing and Financing Transactions 2023 2022 Six Months Ended June 30, 2023 2022 Cash paid during the period for interest $ 23 $ 12 Issuance of common stock upon vesting of restricted stock units (Note 8) $ 2 $ 5 Issuance of warrants for debt issuance under the 2020 Loan Agreement $ - $ 178 Fair value of liability classified warrants at debt inception date (Note 6) $ 663 $ 3,325 Debt refinanced with new debt (Note 5) $ - $ 7,160 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 Standards Board (“FASB”) Accounting Standards Update (“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 (see Note 1, Organization, Basis of Presentation and Liquidity | |
Fair value measurements of financial instruments | Fair value measurements of financial instruments 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the financial statement presentation date. The carrying values of cash equivalents, accounts receivable and accounts payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The convertible note receivable is reported at fair value as it bears market rates of interest. Fair values for the AgeX’s warrant liabilities are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. 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 observable quoted prices (other than quoted market prices included within Level 1) 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 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. The discounted conversion prices triggered by certain qualified events in the Serina Note and the $ 10 Convertible Note Receivable Related Party Transactions Subsequent Events The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations are discussed further in Note 6, Warrant Liability See Note 6, Warrant Liability | Fair Value Measurements of Financial Instruments 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. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the financial statement presentation date. The carrying values of cash equivalents, accounts receivable and accounts payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The credit facility is reported at fair value as it bears market rates of interest. Fair values for the AgeX’s warrant liabilities are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. 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. The following table summarizes fair value measurements by level as of December 31, 2022 for liabilities measured at fair value on a recurring basis (in thousands): Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 180 $ 180 There were no warrant liabilities as of December 31, 2021. See Note 6, Warrant Liability 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 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. The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations, are discussed further in Note 6, Warrant Liability |
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, 2022 and 2021, AgeX’s cash balances totaled $ 0.6 0.6 | |
Concentration of credit risk and other risks and uncertainties | Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject AgeX to concentrations of risk consist principally of cash equivalents and a convertible note receivable. AgeX maintains its cash deposits in Federal Deposit Insurance Corporation insured financial institutions within the federally insured limits. Even if balances were to exceed the federally insured limits, AgeX does not believe that it would be exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. AgeX also monitors the creditworthiness of the borrower of the convertible promissory note. AgeX believes that any concentration of credit risk in a convertible note receivable was mitigated in part by (i) AgeX’s right to convert loan amounts owed to AgeX into shares of equity securities of the borrower in the event the borrower completes a financing in at least a designated amount, and (ii) AgeX’s right to tender the convertible note receivable to a lender to settle a convertible note payable. See Notes 4, Convertible Note Receivable Related Party Transactions Product candidates developed by AgeX and its subsidiaries will require approvals or clearances from the United States Food and Drug Administration or foreign regulatory agencies prior to commercial sales. There can be no assurance that any of the product candidates being developed or planned to be developed by AgeX or its subsidiaries will receive any of the required approvals or clearances. If regulatory approval or clearance were to be denied or any such approval or clearance was to be delayed, it would have a material adverse impact on AgeX. | Concentrations of Credit Risk Concentration of credit risk and other risks and uncertainties 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. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash In accordance with Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 261 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 311 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. | Restricted Cash 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 December 31, 2022 2021 Cash and cash equivalents $ 645 $ 584 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 695 $ 634 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits 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. There were no amounts reserved for doubtful accounts as of December 31, 2022 and 2021. | |
Long-lived intangible assets, net | Long-lived intangible assets, net Long-lived intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) and patents is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 Selected Balance Sheet Components | Long-Lived Intangible Assets, Net Long-lived intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) and patents is stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 10 Selected Balance Sheet Components |
Impairment of long-lived assets | Impairment of long-lived assets AgeX assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. AgeX’s long-lived assets consists entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. As of June 30, 2023, there has been no impairment of long-lived assets. | Impairment of Long-Lived Assets AgeX assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. AgeX’s long-lived assets consist entirely of intangible assets. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. As of December 31, 2022, there has been no impairment of long-lived assets. |
Leases | Leases AgeX accounts for leases in accordance with ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted Improvements, (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. 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. AgeX does not capitalize leases that have terms of twelve months or less. AgeX leases office space in Alameda, California. For 2022 base monthly rent was $ 1,074 844 | Leases AgeX accounts for leases in accordance with ASU 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, 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. AgeX does not capitalize leases that have terms of twelve months or less. On November 3, 2020, AgeX entered into a one-year lease effective January 1, 2021 for 135 947 1,074 844 |
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 Related Party Transactions Warrant Liability | 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 Related Party Transactions Warrant Liability |
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 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 8, Stock-Based Awards 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 has public trading history of fewer than five years, AgeX has 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, which may exceed five years. 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, 2022 and 2021 consists of stock-based compensation under the AgeX 2017 Equity Incentive Plan (see Note 8, Stock-Based Awards 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, 2022 and 2021. For share-based compensation awards granted by 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 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, 2022 and 2021. 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. 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. shareholder’s total net foreign income over a deemed return on tangible assets. The provision further allows a deduction of 50 | |
Revenue recognition | Revenue recognition 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. ESI BIO Research Products – Arrangements with multiple performance obligations – | Revenue Recognition 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 of Revenues Year Ended December 31, REVENUES: 2022 2021 Grant revenues $ - $ 104 Other revenues 34 40 Total revenues $ 34 $ 144 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: 2022 2021 United States $ 10 $ 107 Foreign 24 37 Total revenues $ 34 $ 144 Subscription and advertisement revenues ® ® 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 LifeMap Sciences recognized $ 0.3 Disposition and Deconsolidation of LifeMap Sciences 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, our 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. On April 8, 2020, AgeX was awarded a grant of up to approximately $ 386,000 104,000 ESI BIO research products – 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 contractors, sponsored research agreements with certain universities, 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 if any and as applicable, approximate the respective revenues recognized in the condensed consolidated statements of operations. | Research and Development Research and development expenses consist primarily of personnel costs and related benefits, stock-based compensation, amortization of intangible assets, and collaborative and contracted research and development fees. Research and development costs which have an alternative future use will be capitalized as intangible assets, and costs with no future benefit or alternative use will be expensed as incurred. Research and development expenses incurred and reimbursed by grants from third parties approximate the grant 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. | General and Administrative General and administrative expenses include employee and director compensation allocated to general and administrative expenses, consulting fees other than those paid for science-related consulting, license fees paid to third parties to acquire patents or licenses to use patents and other technology, professional fees to maintain patents and trademarks, minimum annual royalties stipulated under license and sublicense agreements with third parties, insurance costs allocated to general and administrative expenses, stock exchange-related costs, depreciation expense, marketing costs, legal and accounting costs, office rent, and other miscellaneous expenses which are allocated to general and administrative expense. |
Foreign Currency Transaction Gains and Losses | Foreign Currency Transaction Gains and Losses 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. | |
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 three and six months ended June 30, 2023 and 2022, 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 3,261 3,274 3,261 3,333 Warrants (1) 13,246 9,794 13,013 8,099 Restricted stock units - 12 1 13 (1) As of June 30, 2023 and 2022, AgeX had issued Juvenescence warrants to purchase 12,503,522 10,323,105 Related Party Transactions | 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, 2022 and 2021, 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2022 2021 Stock options 3,297 3,145 Warrants (1) 9,558 3,492 Restricted stock units 10 23 (1) As of December 31, 2022 and 2021, AgeX issued Juvenescence warrants to purchase 12,129,260 3,512,098 Related Party Transactions |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures On July 14, 2023, the FASB issued ASU No. 2023-02, P resentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation | Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 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 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures | |
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. AgeX obtained a loan under the Paycheck Protection Program under the CARES Act, the repayment of which was forgiven in February 2021. | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of AgeX and its subsidiaries in which AgeX has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which AgeX is the primary beneficiary (as described in more detail below). For consolidated entities where AgeX has less than 100 AgeX assesses whether it is the primary beneficiary of a variable interest entity (“VIE”) at the inception of the arrangement and at each reporting date. This assessment is based on its power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and AgeX’s obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the entity is within the scope of the variable interest model and meets the definition of a VIE, AgeX considers whether it must consolidate the VIE or provide additional disclosures regarding its involvement with the VIE. If AgeX determines that it is the primary beneficiary of the VIE, AgeX will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. For entities AgeX holds as an equity investment that are not consolidated under the VIE model, AgeX will consider whether its investment constitutes a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model. AgeX has three subsidiaries, Reverse Bio, ReCyte Therapeutics, Inc. (“ReCyte”), and NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”). Reverse Bio is a wholly owned subsidiary of AgeX through which AgeX plans to finance its iTR TM TM 94.8 50 Consolidation | |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (ii) the reported amounts of revenues and expenses during the reporting period, in each case 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, 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, determining the fair value of AgeX’s embedded derivatives in the convertible notes payable and receivable, and assumptions used to value stock-based awards or other equity instruments and liability classified warrants. Actual results could differ materially from those estimates. The financial information for private companies may not be available and, even if available, that information may be limited and/or unreliable. To the extent there are material differences between the estimates and actual results, AgeX’s future results of operations will be affected. See Note 6, Warrant Liability | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period’s condensed consolidated interim financial statements to conform to current year presentation. Additionally, certain financial information is presented on a rounded basis, which may cause minor differences. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level as of December 31, 2022 for liabilities measured at fair value on a recurring basis (in thousands): Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 180 $ 180 | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Schedule of Cash, Cash Equivalents and Restricted Cash June 30, 2023 (unaudited) December 31, 2022 Cash and cash equivalents $ 261 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 311 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. | In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash December 31, 2022 2021 Cash and cash equivalents $ 645 $ 584 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 695 $ 634 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits in the consolidated balance sheets. |
Schedule of Disaggregated of Revenues | The following table presents AgeX’s consolidated revenues disaggregated by source for continuing operations (in thousands): Schedule of Disaggregated of Revenues Year Ended December 31, REVENUES: 2022 2021 Grant revenues $ - $ 104 Other revenues 34 40 Total revenues $ 34 $ 144 | |
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: 2022 2021 United States $ 10 $ 107 Foreign 24 37 Total revenues $ 34 $ 144 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 3,261 3,274 3,261 3,333 Warrants (1) 13,246 9,794 13,013 8,099 Restricted stock units - 12 1 13 (1) As of June 30, 2023 and 2022, AgeX had issued Juvenescence warrants to purchase 12,503,522 10,323,105 Related Party Transactions | 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 Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2022 2021 Stock options 3,297 3,145 Warrants (1) 9,558 3,492 Restricted stock units 10 23 (1) As of December 31, 2022 and 2021, AgeX issued Juvenescence warrants to purchase 12,129,260 3,512,098 Related Party Transactions |
Disposition and Deconsolidati_2
Disposition and Deconsolidation of LifeMap Sciences (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Insurance [Abstract] | |
Schedule of Discontinued Operations | Schedule of Discontinued Operations Year Ended December 31, 2021 Net revenues $ 277 Costs, operating and other expenses (380) Loss from discontinued operations (103) Net loss from discontinued operations attributable to noncontrolling interest 7 Loss from discontinued operations (1) $ (96) (1) Does not include $ 106,000 Gain on deconsolidation of LifeMap Sciences |
Selected Balance Sheet Compon_2
Selected Balance Sheet Components (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Intangible Assets, Net | At June 30, 2023 and December 31, 2022, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net June 30, 2023 (unaudited) December 31, 2022 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (639 ) (574 ) Total intangible assets, net $ 673 $ 738 | At December 31, 2022 and 2021, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net December 31, 2022 2021 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (574) (442) Total intangible assets, net $ 738 $ 870 |
Schedule of Amortization Assets | Amortization of intangible assets for periods subsequent to June 30, 2023 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2023 $ 66 2024 131 2025 131 2026 132 Thereafter 213 Total $ 673 | Amortization of intangible assets for periods subsequent to December 31, 2022 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2023 $ 131 2024 132 2025 131 2026 131 Thereafter 213 Total $ 738 |
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2023 and December 31, 2022, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 (unaudited) December 31, 2022 Accounts payable $ 506 $ 568 Accrued compensation 199 193 Accrued vendors and other expenses 256 273 Total accounts payable and accrued liabilities $ 961 $ 1,034 | At December 31, 2022 and 2021, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities December 31, 2022 2021 Accounts payable $ 568 $ 193 Accrued compensation 193 212 Accrued vendors and other expenses 273 366 Total accounts payable and accrued liabilities $ 1,034 $ 771 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of Debt Issuance Costs and Debt Balances | The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of June 30, 2023 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net Current 2020 Loan Agreement $ 8,000 $ - $ 8,000 $ (2,806 ) $ 2,806 $ 8,000 Secured Note 16,160 1,258 17,418 (5,909 ) 3,434 14,943 Total current, net 24,160 1,258 25,418 (8,715 ) 6,240 22,943 Non-current $ 10 10,000 384 10,384 (350 ) 34 10,068 Total debt, net $ 34,160 $ 1,642 $ 35,802 $ (9,065 ) $ 6,274 $ 33,011 | The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of December 31, 2022 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Amount Refinanced Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net 2019 Loan Agreement $ 7,000 $ 160 $ (7,160) $ - $ (494) $ 494 $ - 2020 Loan Agreement 8,000 - - 8,000 (2,805) 2,451 7,646 2022 Secured Note 12,660 691 - 13,351 (4,720) 1,847 10,478 $ 27,660 $ 851 $ (7,160) $ 21,351 $ (8,019) $ 4,792 $ 18,124 The following table summarizes the debt issuance costs and the debt balances net of debt issuance costs by loan agreement as of December 31, 2021 (in thousands): Drawdown of Funds Origination Fee Amount Refinanced Total Debt Debt Issuance Costs Amortization of Debt Issuance Costs Total Debt, Net 2019 Loan Agreement $ 7,000 $ 160 $ - $ 7,160 $ (494) $ 474 $ 7,140 2020 Loan Agreement 7,500 - - 7,500 (2,620) 1,182 6,062 $ 14,500 $ 160 $ - $ 14,660 $ (3,114) $ 1,656 $ 13,202 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liability | ||
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model | The fair value of the warrant liabilities was measured using a Black-Scholes option pricing model. Significant inputs into the model at the inception date, the date when warrants were issued upon receipt of amounts drawn during the period, and as of the reporting period end remeasurement dates are as follows: Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model Black-Scholes Assumptions Exercise Price (1) Warrant Expiration Date (2) Stock Price (3) Interest Rate (annual) (4) Volatility (annual) (5) Time to Maturity (Years) Calculated Fair Value per Share Inception Date: 2/14/2022 $ 0.780 2/13/2025 $ 0.691 1.80 % 122.99 % 3 $ 0.486 Issuance Date: 2/14/2022 $ 0.780 2/13/2025 $ 0.691 1.80 % 122.99 % 3 $ 0.486 Issuance Date: 2/15/2022 $ 0.780 2/14/2025 $ 0.747 1.80 % 123.28 % 3 $ 0.535 Period Ended 3/31/2022 $ 0.940 3/30/2025 $ 0.854 2.45 % 123.28 % 3 $ 0.607 Issuance Date: 4/4/2022 $ 0.880 4/3/2025 $ 0.819 2.61 % 123.31 % 3 $ 0.585 Issuance Date: 6/6/2022 $ 0.711 6/5/2025 $ 0.800 2.94 % 122.62 % 3 $ 0.592 Period Ended 6/30/2022 $ 0.600 6/29/2025 $ 0.576 2.99 % 122.21 % 3 $ 0.413 Issuance Date: 8/16/2022 $ 0.670 8/15/2025 $ 0.640 3.19 % 121.37 % 3 $ 0.457 Period Ended 9/30/2022 $ 0.610 9/29/2025 $ 0.562 4.25 % 121.49 % 3 $ 0.401 Issuance Date: 10/21/2022 $ 0.690 10/20/2025 $ 0.620 4.52 % 120.51 % 3 $ 0.439 Issuance Date: 12/14/2022 $ 0.590 12/13/2025 $ 0.540 3.94 % 120.01 % 3 $ 0.381 Period Ended 12/31/2022 $ 0.550 12/30/2025 $ 0.552 4.22 % 119.31 % 3 $ 0.396 Issuance Date: 1/25/2023 $ 0.735 1/24/2026 $ 0.751 3.84 % 119.17 % 3 $ 0.540 Inception Date: 2/9/2023 $ 0.703 2/8/2026 $ 0.660 4.15 % 118.94 % 3 $ 0.466 Issuance Date: 2/15/2023 $ 0.624 2/14/2026 $ 0.600 4.35 % 118.93 % 3 $ 0.426 Period Ended 3/31/2023 $ 0.661 3/30/2026 $ 0.663 3.81 % 113.43 % 3 $ 0.459 Issuance Date: 4/4/2023 $ 0.661 4/3/2026 $ 0.673 3.60 % 113.01 % 3 $ 0.466 (1) Based on the market closing price of AgeX’s common stock on the NYSE American on the day prior to each debt Inception Date, on each presented period ending date, and one day prior to the delivery of the relevant drawdown notice in accordance with terms of the Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table). For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 (2) Warrants are exercisable over a three-year period from each Issuance Date. (3) Based on the market price of AgeX’s common stock on the NYSE American as of each date presented. (4) Interest rate for U.S. Treasury Bonds, as of each date presented, as published by the U.S. Federal Reserve. (5) Based on the historical daily volatility of AgeX common stock as of each date presented. | The fair value of the warrant liabilities was measured using a Black-Scholes option pricing model. Significant inputs into the model at the inception date when warrants were issued upon receipt of amounts drawn during the period, and as of the reporting period end remeasurement dates are as follows: Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model Black-Scholes Assumptions Exercise Price (1) Warrant Expiration Date (2) Stock Price (3) Interest Rate (annual) (4) Volatility (annual) (5) Time to Maturity (Years) Calculated Fair Value per Share Inception Date: 2/14/2022 $ 0.780 13-Feb-25 $ 0.691 1.80% 122.99% 3 $ 0.486 Issuance Date: 2/14/2022 $ 0.780 13-Feb-25 $ 0.691 1.80 122.99 3 $ 0.486 Issuance Date: 2/15/2022 $ 0.780 14-Feb-25 $ 0.747 1.80 123.28 3 $ 0.535 Period Ended 3/31/2022 $ 0.940 30-Mar-25 $ 0.854 2.45 123.28 3 $ 0.607 Issuance Date: 4/4/2022 $ 0.880 3-Apr-25 $ 0.819 2.61 123.31 3 $ 0.585 Issuance Date: 6/6/2022 $ 0.711 5-Jun-25 $ 0.800 2.94 122.62 3 $ 0.592 Period Ended 6/30/2022 $ 0.600 29-Jun-25 $ 0.576 2.99 122.21 3 $ 0.413 Issuance Date: 8/16/2022 $ 0.670 15-Aug-25 $ 0.640 3.19 121.37 3 $ 0.457 Period Ended 9/30/2022 $ 0.610 29-Sep-25 $ 0.562 4.25 121.49 3 $ 0.401 Issuance Date: 10/21/2022 $ 0.690 20-Oct-25 $ 0.620 4.52 120.51 3 $ 0.439 Issuance Date: 12/14/2022 $ 0.590 13-Dec-25 $ 0.540 3.94 120.01 3 $ 0.381 Period Ended 12/31/2022 $ 0.550 30-Dec-25 $ 0.552 4.22 119.31 3 $ 0.396 (1) Based on the market closing price of AgeX’s common stock on the NYSE American on the one day prior to the debt inception date and each presented period ending date and also the market closing price of AgeX’s common stock on the NYSE American on the one trading day preceding the delivery of the relevant drawdown notice in accordance with terms per the Secured Note. (2) Warrants are exercisable over a three-year period from each issuance date. (3) Based on the market price of AgeX’s common stock on the NYSE American as of each date presented. (4) Interest rate for U.S. Treasury Bonds, as of each date presented, as published by the U.S. Federal Reserve. (5) Based on the historical daily volatility of AgeX common stock as of each date presented. |
Schedule of Warrant Outstanding and Fair Values | The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Outstanding and Fair Values Warrant Liability Credit Line and Draw Amounts (in thousands) Warrants Fair Value per Share Fair Value (in thousands) Fair value as of January 1, 2022 $ - - $ - $ - Fair value at initial measurement date of 2/14/2022 13,160 (1) 8,435,897 (2) 0.4864 4,103 Fair value of warrants issued on 2/14/2022 (7,160 ) (3) (4,589,743 ) (4) 0.4864 (2,232 ) Fair value of warrants issued on 2/15/2022 (1,000 ) (3) (641,025 ) (4) 0.5349 (343 ) Fair value of warrants issued on 4/4/2022 (1,000 ) (3) (568,440 ) (4) 0.5854 (333 ) Fair value of warrants issued on 6/6/2022 (1,000 ) (3) (703,234 ) (4) 0.5924 (417 ) Fair value of warrants issued on 8/16/2022 (1,000 ) (3) (746,380 ) (4) 0.4569 (341 ) Fair value of warrants issued on 10/21/2022 (500 ) (3) (362,318 ) (4) 0.4386 (159 ) Fair value of warrants issued on 12/14/2022 (1,000 ) (3) (847,457 ) (4) 0.3810 (323 ) Change in fair value of warrants - - - 225 Fair value as of December 31, 2022 $ 500 (1) 454,545 (2) $ 0.3960 $ 180 Fair value of warrants issued on 1/25/2023 (500 ) (3) (340,136 ) (4) 0.5395 (184 ) Fair value at initial measurement date of 2/9/2023 2,000 (1) 1,422,879 (2) 0.4657 663 Fair value of warrants issued on 2/15/2023 (1,000 ) (3) (801,924 ) (4) 0.4263 (342 ) Fair value of warrants issued on 4/4/2023 (1,000 ) (3) (756,429 ) (4) 0.4660 (352 ) Change in fair value of warrants - - - 35 Fair value as of June 30, 2023 $ - (1) - (2) $ - $ - (1) Amount of credit available under the Secured Note on date of inception and as of each period end date. For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 (2) Number of warrants issuable, as applicable, (a) if the amount of credit available was drawn for measurement as of the applicable inception date, or (b) subsequently for remeasurement as of each period end date. (3) Amount of drawdown as of the date presented. (4) Number of warrants issued upon receipt of amounts drawn against the Secured Note as of the date presented. | The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Outstanding and Fair Values Warrant Liability Credit Line and Draw Amounts (in thousands) Warrants Fair Value per Share Fair Value (in thousands) Fair value as of January 1, 2022 $ - - $ - $ - Fair value at initial measurement date of 2/14/2022 13,160 (1) 8,435,897 (2) 0.4864 4,103 Fair value of warrants issued on 2/14/2022 (7,160) (3) (4,589,743) (4) 0.4864 (2,232) Fair value of warrants issued on 2/15/2022 (1,000) (3) (641,025) (4) 0.5349 (343 Fair value of warrants issued on 4/4/2022 (1,000) (3) (568,440) (4) 0.5854 (333 Fair value of warrants issued on 6/6/2022 (1,000) (3) (703,234) (4) 0.5924 (417 Fair value of warrants issued on 8/16/2022 (1,000) (3) (746,380) (4) 0.4569 (341 Fair value of warrants issued on 10/21/2022 (500) (3) (362,318) (4) 0.4386 (159 Fair value of warrants issued on 12/14/2022 (1,000) (3) (847,457) (4) 0.3810 (323 Change in fair value of warrant liability - - - 225 Fair value as of December 31, 2022 $ 500 (1) 454,545 (2) $ 0.3960 $ 180 (1) Amount of credit available under the Secured Note on date of inception and as of each period end date. (2) Number of warrants issuable if the amount of credit available were drawn for measurement as of inception date and subsequently for remeasurement as of each period end date. (3) Amount of drawdown as of each date presented. (4) Number of warrants issued upon receipt of amounts drawn against the Secured Note as of each date presented. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | A summary of AgeX stock option activity under the Plan 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 Balance at December 31, 2022 5,139 3,261 3 $ 2.25 Restricted stock units vested - - (3 ) - Balance at June 30, 2023 5,139 3,261 - $ 2.25 Options exercisable at June 30, 2023 3,016 $ 2.34 | 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 Balance at January 1, 2021 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) - Balance at December 31, 2021 1,035 3,365 16 $ 2.32 Increase option pool 4,000 - - - Options granted (105) 105 - 0.79 Options forfeited, cancelled or expired 209 (209) - 2.82 Restricted stock units vested - - (13) - Balance at December 31, 2022 5,139 3,261 3 $ 2.25 Options exercisable at December 31, 2022 2,913 $ 2.37 |
Schedule of Stock Based Compensation Expense | Operating expenses include stock-based compensation expense as follows (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 2023 2022 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 2 $ 8 $ 7 $ 17 General and administrative 33 190 98 420 Total stock-based compensation expense $ 35 $ 198 $ 105 $ 437 | AgeX recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands): Schedule of Stock Based Compensation Expense 2022 2021 Year Ended December 31, 2022 2021 Research and development – continuing operations $ 32 $ 62 General and administrative – continuing operations 728 937 Total stock-based compensation expense – continuing operations 760 999 General and administrative – discontinued operations - 4 Total stock-based compensation expense $ 760 $ 1,003 |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Three Months Ended June 30, Six Months Ended June 30, 2023 (1) 2022 2023 (1) 2022 Grant price $ - $ 0.71 $ - $ 0.79 Market price $ - $ 0.71 $ - $ 0.79 Expected life (in years) - 6.08 - 5.58 Volatility - 128.35 % - 130.71 % Risk-free interest rates - 2.90 % - 1.74 % Dividend yield - - % - - % (1) There were no stock options granted under the Plan during the three and six months ended June 30, 2023. | Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2022 2021 Grant Price $ 0.79 $ 1.46 Expected life (in years) 5.58 5.71 Risk-free interest rates 1.74% 0.99% Volatility 130.71% 102.34% Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets and Liabilities | The primary components of the net deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2022 2021 Net operating loss carryforwards $ 12,408 $ 12,000 Capital loss carryforwards 3,120 3,120 Research and development credit carryforwards 1,138 1,426 Patents and fixed assets 879 901 Stock-based compensation 643 690 Capitalized Research Expenses 211 - Other, net 62 80 Valuation allowance (18,461) (18,217) 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, 2022 2021 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 ( 7 14 Permanent differences - ( 1 Stock Based Compensation ( 2 - Loss and deconsolidation of LifeMap Sciences - ( 31 Debt finance equity costs ( 6 - Return to provision & other adjustments ( 5 - Change in valuation allowance ( 2 ( 4 - - |
Schedule of Unrecognized Tax Benefits | Schedule of Unrecognized Tax Benefits 2022 2021 December 31, 2022 2021 Balance at January 1 $ - $ - Additions for tax positions related to the current year 23 - Additions for tax positions related to prior years 356 - Reductions for tax positions related to prior years - - Reductions related to settlements - - Reductions related to a lapse of statute - - Balance at December 31 $ 379 $ - |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Non-cash Investing and Financing Transactions | Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are as follows (in thousands): Schedule of Non-cash Investing and Financing Transactions 2023 2022 Six Months Ended June 30, 2023 2022 Cash paid during the period for interest $ 23 $ 12 Issuance of common stock upon vesting of restricted stock units (Note 8) $ 2 $ 5 Issuance of warrants for debt issuance under the 2020 Loan Agreement $ - $ 178 Fair value of liability classified warrants at debt inception date (Note 6) $ 663 $ 3,325 Debt refinanced with new debt (Note 5) $ - $ 7,160 |
Organization, Business Overvi_2
Organization, Business Overview and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 15, 2021 | Nov. 28, 2018 | Aug. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
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 | $ 122,156,000 | $ 116,210,000 | ||||
cash and cash equivalents | 300,000 | 600,000 | |||||
Line of credit facility maximum borrowing capacity | 7,160,000 | ||||||
Secured debt | 10,000,000 | ||||||
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 amount | 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 | 242 | ||||||
Common Stock [Member] | AgeX [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Ownership interest | 4.80% | ||||||
Parent Company [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 | 12,697,028 | ||||||
Retained shares of common stock | 1,718,972 | ||||||
Juvenescence Limited [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Sale of stock | 14,400,000 | ||||||
Sale of stock, percentage of ownership before transaction | 5.60% | ||||||
Sale of stock, percentage of ownership after transaction | 45.80% | ||||||
Juvenescence Limited [Member] | Convertible Promissory Note [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Secured debt | $ 10,000,000 | ||||||
Proceeds from convertible debt | $ 10,000,000 | ||||||
LifeMap 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 | ||||||
Juvenescence [Member] | Loan Facility Agreement [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 4,000,000 | $ 1,000,000 | |||||
ReCyte Therapeutics Inc [Member] | AgeX [Member] | Merger Agreement [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Ownership interest | 94.80% | ||||||
NeuroAirmid [Member] | AgeX [Member] | Merger Agreement [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Ownership interest | 50% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | |||
Warrant liability | $ 180 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Warrant liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Warrant liability | |||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Warrant liability | $ 180 |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 261 | $ 645 | $ 584 | |||
Restricted cash | 50 | [1] | 50 | [1],[2] | 50 | [2] |
Cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows | $ 311 | $ 695 | $ 634 | |||
[1]Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program.[2]Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. All restricted cash was included in deposits in the consolidated balance sheets. |
Schedule of Disaggregated of Re
Schedule of Disaggregated of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||
Total revenues | $ 9 | $ 12 | $ 19 | $ 17 | $ 34 | $ 144 |
Grant Revenues [Member] | ||||||
Product Information [Line Items] | ||||||
Total revenues | 104 | |||||
Other Revenues [Member] | ||||||
Product Information [Line Items] | ||||||
Total revenues | $ 34 | $ 40 |
Schedule of Disaggregated Geogr
Schedule of Disaggregated Geographical Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 9 | $ 12 | $ 19 | $ 17 | $ 34 | $ 144 |
UNITED STATES | ||||||
Total revenues | 10 | 107 | ||||
Foreign [Member] | ||||||
Total revenues | $ 24 | $ 37 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||||
Equity Option [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive securities | 3,261 | 3,274 | 3,261 | 3,333 | 3,297 | 3,145 | ||||||
Warrant [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive securities | 13,246 | [1] | 9,794 | [1] | 13,013 | [1] | 8,099 | [1] | 9,558 | [2] | 3,492 | [2] |
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Anti-dilutive securities | 12 | 1 | 13 | 10 | 23 | |||||||
[1]As of June 30, 2023 and 2022, AgeX had issued Juvenescence warrants to purchase 12,503,522 10,323,105 Related Party Transactions 12,129,260 3,512,098 Related Party Transactions |
Schedule of Antidilutive Secu_2
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) - shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrant to purchase shares of common stock | 10,357,086 | |||
Loan Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrant to purchase shares of common stock | 12,503,522,000 | 12,129,260 | 10,323,105,000 | 3,512,098 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 01, 2022 USD ($) | Jan. 01, 2021 USD ($) ft² | Nov. 03, 2020 USD ($) ft² | Apr. 08, 2020 USD ($) | Oct. 31, 2022 USD ($) ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2018 | |
Product Information [Line Items] | ||||||||||||
Cash and cash equivalents | $ 261,000 | $ 261,000 | $ 645,000 | $ 584,000 | ||||||||
Finite lived intangible asset useful life | 10 years | 10 years | 10 years | |||||||||
Office space | ft² | 135 | |||||||||||
Payments for rent | $ 1,074 | $ 947 | $ 844 | |||||||||
Base rent | $ 1,074 | $ 947 | $ 844 | |||||||||
Deductions | 50% | |||||||||||
Revenues, net | $ 9,000 | $ 12,000 | $ 19,000 | $ 17,000 | $ 34,000 | 144,000 | ||||||
Secured debt | 10,000,000 | $ 10,000,000 | ||||||||||
Lessee operating lease description | (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. | |||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Secured debt | $ 10,000,000 | $ 10,000,000 | ||||||||||
Lease Agreement [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Office space | ft² | 135 | 101 | ||||||||||
Payments for rent | $ 947 | $ 844 | 844 | 1,074 | 1,074 | |||||||
Base rent | $ 947 | $ 844 | $ 844 | $ 1,074 | $ 1,074 | |||||||
ReCyte Therapeutics Inc [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Ownership, percentage | 100% | 100% | ||||||||||
ReCyte Therapeutics Inc [Member] | Merger Agreement [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Ownership, percentage | 50% | 50% | ||||||||||
Merger Agreement [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Ownership, percentage | 94.80% | 94.80% | ||||||||||
National Institutes of Health [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Revenues, net | $ 386,000 | 104,000 | ||||||||||
Subscription and Advertisement Revenues [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Revenues, net | $ 300,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Insurance [Abstract] | |||
Net revenues | $ 277 | ||
Costs, operating and other expenses | (380) | ||
Loss from discontinued operations | (103) | ||
Net loss from discontinued operations attributable to noncontrolling interest | 7 | ||
Loss from discontinued operations | $ (96) | [1] | |
[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, 2022 | Dec. 31, 2021 | |
Insurance [Abstract] | ||
Deconsolidation, gain (loss), amount | $ 106,000 |
Disposition and Deconsolidati_3
Disposition and Deconsolidation of LifeMap Sciences (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deconsolidation, gain (loss), amount | $ 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 | ||
LifeMap 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 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Intangible assets | $ 1,312 | $ 1,312 | $ 1,312 |
Accumulated amortization | (639) | (574) | (442) |
Total intangible assets, net | $ 673 | $ 738 | $ 870 |
Schedule of Amortization Assets
Schedule of Amortization Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2024 | $ 131 | $ 131 |
2025 | 131 | 132 |
2026 | 132 | 131 |
2026 | 131 | |
Thereafter | 213 | |
Total | 673 | $ 738 |
2023 | 66 | |
Thereafter | $ 213 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts payable | $ 506 | $ 568 | $ 193 |
Accrued compensation | 199 | 193 | 212 |
Accrued vendors and other expenses | 256 | 273 | 366 |
Total accounts payable and accrued liabilities | $ 961 | $ 1,034 | $ 771 |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 13, 2018 | Aug. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Value of common stock issued for acquisition | $ 4,300,000 | |||||||
Estimated useful life | 10 years | 10 years | 10 years | |||||
Royalty percentage | 1% | |||||||
Amortization expense of intangible assets | $ 32,000 | $ 33,000 | $ 65,000 | $ 66,000 | $ 132,000 | $ 131,000 | ||
Amortization of intangible assets for discontinued operations | $ 89,000 | |||||||
Research and Development [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Consulting fees and services | $ 200,000 | |||||||
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 acquired, shares | 80,000 | |||||||
Value of common stock issued for acquisition | $ 240,000 | |||||||
Aggregate of acquisition cost | $ 1,300,000 |
Schedule of Debt Issuance Costs
Schedule of Debt Issuance Costs and Debt Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Drawdown of Funds | $ 27,660 | $ 14,500 | |
Origination Fee | 851 | 160 | |
Amount Refinanced | (7,160) | ||
Total Debt | 21,351 | 14,660 | |
Debt Issuance Costs | (8,019) | (3,114) | |
Amortization of Debt Issuance Costs | 4,792 | 1,656 | |
Total Debt, Net | 18,124 | 13,202 | |
Amount Refinanced | 7,160 | ||
Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | $ 24,160 | ||
Origination Fee | 1,258 | ||
Total Debt | 25,418 | ||
Debt Issuance Costs | (8,715) | ||
Amortization of Debt Issuance Costs | 6,240 | ||
Total Debt, Net | 22,943 | ||
Total Debt Net [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 34,160 | ||
Origination Fee | 1,642 | ||
Total Debt | 35,802 | ||
Debt Issuance Costs | (9,065) | ||
Amortization of Debt Issuance Costs | 6,274 | ||
Total Debt, Net | 33,011 | ||
2019 Loan Agreement [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 7,000 | 7,000 | |
Origination Fee | 160 | 160 | |
Amount Refinanced | (7,160) | ||
Total Debt | 7,160 | ||
Debt Issuance Costs | (494) | (494) | |
Amortization of Debt Issuance Costs | 494 | 474 | |
Total Debt, Net | 7,140 | ||
Amount Refinanced | 7,160 | ||
2020 Loan Agreement [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 8,000 | 8,000 | 7,500 |
Origination Fee | |||
Amount Refinanced | |||
Total Debt | 8,000 | 8,000 | 7,500 |
Debt Issuance Costs | (2,806) | (2,805) | (2,620) |
Amortization of Debt Issuance Costs | 2,806 | 2,451 | 1,182 |
Total Debt, Net | 8,000 | 7,646 | 6,062 |
Amount Refinanced | |||
2022 Secured Note [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 12,660 | ||
Origination Fee | 691 | ||
Amount Refinanced | |||
Total Debt | 13,351 | ||
Debt Issuance Costs | (4,720) | ||
Amortization of Debt Issuance Costs | 1,847 | ||
Total Debt, Net | 10,478 | ||
Amount Refinanced | |||
Secured Note [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 16,160 | ||
Origination Fee | 1,258 | ||
Total Debt | 17,418 | ||
Debt Issuance Costs | (5,909) | ||
Amortization of Debt Issuance Costs | 3,434 | ||
Total Debt, Net | 14,943 | ||
Ten Thousand Million Secured Note [Member] | |||
Short-Term Debt [Line Items] | |||
Drawdown of Funds | 10,000 | ||
Origination Fee | 384 | ||
Total Debt | 10,384 | ||
Debt Issuance Costs | (350) | ||
Amortization of Debt Issuance Costs | 34 | ||
Total Debt, Net | $ 10,068 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Aug. 01, 2023 | Jul. 31, 2023 | Jul. 24, 2023 | Jul. 05, 2023 | May 09, 2023 | Mar. 13, 2023 | Feb. 13, 2023 | Feb. 09, 2023 | Feb. 14, 2022 | Nov. 08, 2021 | Feb. 10, 2021 | Mar. 30, 2020 | Aug. 13, 2019 | Jan. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 15, 2023 | Feb. 28, 2023 | Feb. 15, 2023 | Jan. 25, 2023 | |||
Line of credit facility, current borrowing capacity | $ 7,160,000 | ||||||||||||||||||||||
Origination fee | 851,000 | 160,000 | |||||||||||||||||||||
Warrant purchase | 10,357,086 | ||||||||||||||||||||||
Line of credit facility, expiration date | Feb. 14, 2024 | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 25,000,000 | 496,000 | |||||||||||||||||||||
Line of credit | 27,660,000 | 14,500,000 | |||||||||||||||||||||
Common stock held | $ 250,000 | 250,000 | |||||||||||||||||||||
Extinguishment of debt | $ 437,000 | ||||||||||||||||||||||
Secured debt | $ 10,000,000 | ||||||||||||||||||||||
Warrants outstanding | [1] | 454,545 | [1],[2] | ||||||||||||||||||||
Convertiable promissoty note | $ 105,000,000 | ||||||||||||||||||||||
Common stock outstanding percentage | 85% | ||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||
Secured debt | $ 16,160,000 | ||||||||||||||||||||||
2022 Warrants [Member] | |||||||||||||||||||||||
Warrants issued percentage | 50% | 50% | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 25,000,000 | ||||||||||||||||||||||
Secured debt | $ 10,000,000 | ||||||||||||||||||||||
Convertiable promissoty note | 105,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Line of Credit [Member] | |||||||||||||||||||||||
Increase in line of credit | $ 500,000 | ||||||||||||||||||||||
Secured debt | 17,992,800 | ||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Increase in line of credit | $ 4,000,000 | $ 2,000,000 | $ 3,500,000 | $ 4,500,000 | |||||||||||||||||||
Line of credit facility, expiration date | Feb. 14, 2024 | ||||||||||||||||||||||
Convertiable promissoty note | 25,000,000 | ||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Increase in line of credit | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||||
Line of credit facility, current borrowing capacity | 1,000,000 | ||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 2,000,000 | ||||||||||||||||||||||
Convertiable promissoty note | 25,000,000 | $ 1,450,000 | |||||||||||||||||||||
Origination Fee [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | 10,000,000 | ||||||||||||||||||||||
Origination Fee [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | 10,000,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Secured debt | 15,160,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
2022 Warrants [Member] | |||||||||||||||||||||||
Warrant purchase | 8,458,597 | ||||||||||||||||||||||
Warrants exercise price, minimum | $ 0.59 | $ 0.59 | |||||||||||||||||||||
Warrants exercise price, maximum | $ 0.88 | $ 0.88 | |||||||||||||||||||||
2020 Loan Agreement [Member] | |||||||||||||||||||||||
Line of credit, term | 18 months | ||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||||||
Common stock, shares | 28,500 | ||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 3,000,000 | ||||||||||||||||||||||
Warrant purchase | 3,670,663 | ||||||||||||||||||||||
Line of credit facility, expiration date | Mar. 30, 2024 | ||||||||||||||||||||||
Line of credit facility, 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 | ||||||||||||||||||||||
Warrants outstanding | 2,146,436 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant purchase | 3,670,663 | ||||||||||||||||||||||
Warrants exercise price, minimum | $ 0.70 | ||||||||||||||||||||||
Warrants exercise price, maximum | $ 1.895 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | Twenty Twenty Warrant [Member] | |||||||||||||||||||||||
Warrants exercise price, minimum | $ 0.70 | ||||||||||||||||||||||
Warrants exercise price, maximum | $ 1.895 | ||||||||||||||||||||||
2022 Secured Convertible Promissory Note and Security Agreement [Member] | |||||||||||||||||||||||
Line of credit facility | $ 8,160,000 | ||||||||||||||||||||||
Line of credit, term | 12 months | ||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 7,160,000 | ||||||||||||||||||||||
Line of credit | 13,160,000 | ||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 2,000,000 | ||||||||||||||||||||||
Security Agreement [Member] | |||||||||||||||||||||||
Line of credit facility, 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 | 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 | |||||||||||||||||||||
Registration Rights Agreements [Member] | |||||||||||||||||||||||
Line of credit facility, description | 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 shares of AgeX common stock held by Juvenescence and 3,248,246 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence. | 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 shares of our common stock held by Juvenescence and 3,248,246 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence | |||||||||||||||||||||
Twenty Twenty Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Extinguishment of debt | 8 | ||||||||||||||||||||||
Juvenescence [Member] | |||||||||||||||||||||||
Line of credit facility | $ 2,500,000 | $ 12,660,000 | |||||||||||||||||||||
Warrant purchase | 1,898,489 | 8,458,597 | |||||||||||||||||||||
Reimbursement | $ 280,000 | $ 280,000 | |||||||||||||||||||||
Accounts payable | 230,000,000 | 141,000,000 | $ 70,000,000 | ||||||||||||||||||||
Juvenescence [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 1,000,000 | ||||||||||||||||||||||
Warrant purchase | 801,924 | 340,136 | |||||||||||||||||||||
Secured debt | $ 10,000,000 | ||||||||||||||||||||||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Convertiable promissoty note | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Origination fee description | In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. | ||||||||||||||||||||||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Convertiable promissoty note | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Origination fee description | In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. | ||||||||||||||||||||||
Juvenescence [Member] | 2019 Loan Agreement [Member] | |||||||||||||||||||||||
Line of credit facility | $ 2,000,000 | ||||||||||||||||||||||
Line of credit, term | 18 months | ||||||||||||||||||||||
Increase in line of credit | $ 1,000,000 | $ 4,000,000 | |||||||||||||||||||||
Line of credit facility, current borrowing capacity | 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||||||||||||||||||||
Origination fee | $ 160,000 | ||||||||||||||||||||||
Reverse Ratio [Member] | |||||||||||||||||||||||
Indebtedness | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | ||||||||||||||||||||||
Common stock outstanding percentage | 15% | ||||||||||||||||||||||
Juvenescence Limited [Member] | Minimum [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Maximum [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | 25,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | ||||||||||||||||||||||
Extinguishment of debt | 36 | ||||||||||||||||||||||
Secured debt | 10,000,000 | ||||||||||||||||||||||
Common stock outstanding percentage | 85% | ||||||||||||||||||||||
Juvenescence Limited [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | 25,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Line of credit, current borrowing capacity | 10,000,000 | ||||||||||||||||||||||
Convertiable promissoty note | 5,000,000 | ||||||||||||||||||||||
Proceeds from issuance of long term debt | 10,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Line of credit, current borrowing capacity | 10,000,000 | ||||||||||||||||||||||
Convertiable promissoty note | $ 5,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | Origination Fee [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | Origination Fee [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Secured debt | 10,000,000 | ||||||||||||||||||||||
Juvenescence Limited [Member] | 2020 Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Secured debt | $ 10,000,000 | ||||||||||||||||||||||
[1]Number of warrants issuable, as applicable, (a) if the amount of credit available was drawn for measurement as of the applicable inception date, or (b) subsequently for remeasurement as of each period end date.[2]Number of warrants issuable if the amount of credit available were drawn for measurement as of inception date and subsequently for remeasurement as of each period end date. |
Schedule of Warrants Liabilitie
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model (Details) - $ / shares | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Apr. 04, 2023 | Mar. 31, 2023 | Feb. 15, 2023 | Feb. 09, 2023 | Jan. 25, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | Oct. 21, 2022 | Sep. 30, 2022 | Aug. 16, 2022 | Jun. 30, 2022 | Jun. 06, 2022 | Apr. 04, 2022 | Feb. 15, 2022 | Feb. 14, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | [1] | Jun. 30, 2022 | Jun. 30, 2023 | [1] | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Rate (annual) | 2.90% | 1.74% | 1.74% | 0.99% | ||||||||||||||||||||||||||||||||||||||||
Volatility (annual) | 128.35% | 130.71% | 130.71% | 102.34% | ||||||||||||||||||||||||||||||||||||||||
Time to Maturity (Years) | 6 years 29 days | 5 years 6 months 29 days | 5 years 6 months 29 days | 5 years 8 months 15 days | ||||||||||||||||||||||||||||||||||||||||
Inception Date [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Exercise Price | [2] | $ 0.703 | $ 0.780 | [3] | ||||||||||||||||||||||||||||||||||||||||
Warrant Expiration Date | [4] | Feb. 08, 2026 | Feb. 13, 2025 | [5] | ||||||||||||||||||||||||||||||||||||||||
Stock Price | $ 0.660 | [6] | $ 0.691 | [7] | ||||||||||||||||||||||||||||||||||||||||
Interest Rate (annual) | 4.15% | [8] | 1.80% | [9] | ||||||||||||||||||||||||||||||||||||||||
Volatility (annual) | 118.94% | [10] | 122.99% | [11] | ||||||||||||||||||||||||||||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Calculated fair value per share | $ 0.466 | $ 0.486 | ||||||||||||||||||||||||||||||||||||||||||
Issuance Date [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Exercise Price | [2] | $ 0.661 | $ 0.624 | $ 0.735 | $ 0.590 | $ 0.670 | [3] | $ 0.711 | [3] | $ 0.880 | [3] | $ 0.780 | [3] | $ 0.780 | [3] | |||||||||||||||||||||||||||||
Warrant Expiration Date | [4] | Apr. 03, 2026 | Feb. 14, 2026 | Jan. 24, 2026 | Dec. 13, 2025 | Aug. 15, 2025 | [5] | Jun. 05, 2025 | [5] | Apr. 03, 2025 | [5] | Feb. 14, 2025 | [5] | Feb. 13, 2025 | [5] | |||||||||||||||||||||||||||||
Stock Price | $ 0.673 | [6] | $ 0.600 | [6] | $ 0.751 | [6] | $ 0.540 | [6] | $ 0.640 | [7] | $ 0.800 | [7] | $ 0.819 | [7] | $ 0.747 | [7] | $ 0.691 | [7] | ||||||||||||||||||||||||||
Interest Rate (annual) | 3.60% | [8] | 4.35% | [8] | 3.84% | [8] | 3.94% | [8] | 3.19% | [9] | 2.94% | [9] | 2.61% | [9] | 1.80% | [9] | 1.80% | [9] | ||||||||||||||||||||||||||
Volatility (annual) | 113.01% | [10] | 118.93% | [10] | 119.17% | [10] | 120.01% | [10] | 121.37% | [11] | 122.62% | [11] | 123.31% | [11] | 123.28% | [11] | 122.99% | [11] | ||||||||||||||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||||||
Calculated fair value per share | $ 0.466 | $ 0.426 | $ 0.540 | $ 0.381 | $ 0.457 | $ 0.592 | $ 0.585 | $ 0.535 | $ 0.486 | |||||||||||||||||||||||||||||||||||
Period Ending [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Exercise Price | $ 0.661 | [2] | $ 0.550 | [2],[3] | $ 0.590 | [3] | $ 0.690 | [2],[3] | $ 0.610 | [2],[3] | $ 0.600 | [2],[3] | $ 0.940 | [2],[3] | $ 0.600 | [2],[3] | $ 0.600 | [2],[3] | $ 0.550 | [2],[3] | ||||||||||||||||||||||||
Warrant Expiration Date | Mar. 30, 2026 | [4] | Dec. 30, 2025 | [4],[5] | Dec. 13, 2025 | [5] | Oct. 20, 2025 | [4],[5] | Sep. 29, 2025 | [4],[5] | Jun. 29, 2025 | [4],[5] | Mar. 30, 2025 | [4],[5] | ||||||||||||||||||||||||||||||
Stock Price | $ 0.663 | [6] | $ 0.552 | [7] | $ 0.540 | [7] | $ 0.620 | [7] | $ 0.562 | [7] | $ 0.576 | [7] | $ 0.854 | [7] | 0.576 | [7] | 0.576 | [7] | 0.552 | [7] | ||||||||||||||||||||||||
Interest Rate (annual) | 3.81% | [8] | 4.22% | [9] | 3.94% | [9] | 4.52% | [9] | 4.25% | [9] | 2.99% | [9] | 2.45% | [9] | ||||||||||||||||||||||||||||||
Volatility (annual) | 113.43% | [10] | 119.31% | [11] | 120.01% | [11] | 120.51% | [11] | 121.49% | [11] | 122.21% | [11] | 123.28% | [11] | ||||||||||||||||||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||
Calculated fair value per share | $ 0.459 | $ 0.396 | $ 0.381 | $ 0.439 | $ 0.401 | $ 0.413 | $ 0.607 | $ 0.413 | $ 0.413 | $ 0.396 | ||||||||||||||||||||||||||||||||||
[1]There were no stock options granted under the Plan during the three and six months ended June 30, 2023.[2]Based on the market closing price of AgeX’s common stock on the NYSE American on the day prior to each debt Inception Date, on each presented period ending date, and one day prior to the delivery of the relevant drawdown notice in accordance with terms of the Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table). For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding and Fair Values (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | $ 500,000 | [1],[2] | ||||||||
Fair value as of period beginning balance, shares | 454,545 | [3],[4] | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.3960 | |||||||||
Fair value as of period beginning balance, fair value | $ 180,000 | |||||||||
Fair value as of period beginning balance | $ 5,000 | $ 168,000 | 35,000 | $ 255,000 | 225,000 | |||||
Fair value as of period beginning balance | [4] | [3] | ||||||||
Fair value as of period beginning balance, shares | [5] | [6] | ||||||||
Fair value as of period beginning balance, fair value per share | ||||||||||
Fair value as of period beginning balance, fair value | $ 35,000 | $ 225,000 | ||||||||
Fair value as of period beginning balance | [2] | [2] | $ 500,000 | [1],[2] | ||||||
Fair value as of period beginning balance, shares | [4] | [4] | 454,545 | [3],[4] | ||||||
Fair value as of period beginning balance, fair value per share | $ 0.3960 | |||||||||
Fair value as of period beginning balance, fair value | $ 180,000 | |||||||||
Initial measurement date of 2/14/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [1],[2] | $ 13,160,000 | ||||||||
Fair value as of period beginning balance, shares | [3],[4] | 8,435,897 | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4864 | |||||||||
Fair value as of period beginning balance, fair value | $ 4,103,000 | |||||||||
2/14/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (7,160,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (4,589,743) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4864 | |||||||||
Fair value as of period beginning balance, fair value | $ (2,232,000) | |||||||||
2/15/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (641,025) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.5349 | |||||||||
Fair value as of period beginning balance, fair value | $ (343,000) | |||||||||
4/4/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (568,440) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.5854 | |||||||||
Fair value as of period beginning balance, fair value | $ (333,000) | |||||||||
6/6/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (703,234) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.5924 | |||||||||
Fair value as of period beginning balance, fair value | $ (417,000) | |||||||||
8/16/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (746,380) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4569 | |||||||||
Fair value as of period beginning balance, fair value | $ (341,000) | |||||||||
10/21/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (500,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (362,318) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4386 | |||||||||
Fair value as of period beginning balance, fair value | $ (159,000) | |||||||||
12/14/2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [7],[8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5],[6] | (847,457) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.3810 | |||||||||
Fair value as of period beginning balance, fair value | $ (323,000) | |||||||||
25 January 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [8] | $ (500,000) | ||||||||
Fair value as of period beginning balance, shares | [5] | (340,136) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.5395 | |||||||||
Fair value as of period beginning balance, fair value | $ (184,000) | |||||||||
2 September 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [2] | $ 2,000,000 | ||||||||
Fair value as of period beginning balance, shares | [4] | 1,422,879 | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4657 | |||||||||
Fair value as of period beginning balance, fair value | $ 663,000 | |||||||||
15 February 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5] | (801,924) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4263 | |||||||||
Fair value as of period beginning balance, fair value | $ (342,000) | |||||||||
4 April 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value as of period beginning balance | [8] | $ (1,000,000) | ||||||||
Fair value as of period beginning balance, shares | [5] | (756,429) | ||||||||
Fair value as of period beginning balance, fair value per share | $ 0.4660 | |||||||||
Fair value as of period beginning balance, fair value | $ (352,000) | |||||||||
[1]Amount of credit available under the Secured Note on date of inception and as of each period end date.[2]Amount of credit available under the Secured Note on date of inception and as of each period end date. For this purpose, the date on which the Secured Note was amended and restated to increase the line of credit by $ 2,000,000 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value of warrant liability | $ 5,000 | $ 168,000 | $ 35,000 | $ 255,000 | $ 225,000 | |
Secured debt | 10,000,000 | 10,000,000 | ||||
Juvenescence [Member] | ||||||
Loan funds | 4,000,000 | 4,000,000 | ||||
Warrant [Member] | ||||||
Secured debt | $ 15,160,000 | $ 15,160,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Mar. 13, 2023 | Jan. 08, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 37,951,261 | 37,949,196 | 37,941,220 | ||||
Common stock, shares outstanding | 37,951,261 | 37,949,196 | 37,941,220 | ||||
Warrant to purchase share of common stock | 10,357,086 | ||||||
Proceeds from issuance costs | $ 25,000,000 | $ 496,000 | |||||
Proceeds from issuance of warrants | $ 178,000 | ||||||
Series A and B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Extinguishment of debt | 36,000,000 | ||||||
2020 Loan Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant to purchase share of common stock | 3,670,663 | ||||||
Warrant [Member] | 2020 Loan Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant to purchase share of common stock | 3,670,663 | ||||||
Proceeds from loans | $ 8,000,000 | ||||||
Juvenescence [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Line of credit facility | $ 2,500,000 | $ 12,660,000 | |||||
Warrant to purchase share of common stock | 1,898,489 | 8,458,597 | |||||
Juvenescence [Member] | Second Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Line of credit facility | $ 1,000,000 | ||||||
Proceeds from issuance of warrants | 0 | ||||||
Chardan Capital Markets LLC [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Payments for offering | $ 12,600,000 | ||||||
Proceeds from issuance costs | $ 0 | $ 0 | $ 496,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Incentive Plan [Member] - Employee Stock [Member] - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares available for grant, beginning balance | 5,139 | 1,035 | 1,046 |
Number of options outstanding, beginning balance | 3,261 | 3,365 | 2,854 |
Number of RSUs outstanding, beginning balance | 3 | 16 | 28 |
Weighted average exercise price, outstanding, beginning balance | $ 2.25 | $ 2.32 | $ 2.51 |
Shares available for grant increase option pool | 4,000 | 500 | |
Options grants increase option pool | |||
Number of shares outstanding increase option pool | |||
Weighted average exercise price increase option pool | |||
Shares available for grant, options granted | (105) | (568) | |
Number of options outstanding, options granted | 105 | 568 | |
Number of RSUs outstanding, options granted | |||
Weighted average exercise price, options granted | $ 0.79 | $ 1.46 | |
Shares available for grant, options forfeited, cancelled or expired | 209 | 57 | |
Number of options outstanding, options forfeited, cancelled or expired | (209) | (57) | |
Number of RSUs outstanding, options forfeited, cancelled or expired | |||
Weighted average exercise price, options forfeited, cancelled or expired | $ 2.82 | $ 2.56 | |
Shares available for grant, restricted stock units vested | |||
Number of options outstanding, restricted stock units vested | |||
Number of RSUs outstanding, restricted stock units vested | (3) | (13) | (12) |
Weighted average exercise price, restricted stock units vested | |||
Shares available for grant, ending balance | 5,139 | 5,139 | 1,035 |
Number of options outstanding, ending balance | 3,261 | 3,261 | 3,365 |
Number of RSUs outstanding, ending balance | 3 | 16 | |
Weighted average exercise price, outstanding, ending balance | $ 2.25 | $ 2.25 | $ 2.32 |
Number of options outstanding, exercisable, ending balance | 3,016 | 2,913 | |
Weighted average exercise price, exercisable, ending balance | $ 2.34 | $ 2.37 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 35 | $ 198 | $ 105 | $ 437 | ||
Continuing Operations [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 760 | $ 999 | ||||
Discontinued Operations [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 760 | 1,003 | ||||
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 2 | 8 | 7 | 17 | ||
Research and Development Expense [Member] | Continuing Operations [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 32 | 62 | ||||
General and Administrative Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 33 | $ 190 | $ 98 | $ 420 | ||
General and Administrative Expense [Member] | Continuing Operations [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 728 | 937 | ||||
General and Administrative Expense [Member] | Discontinued Operations [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 4 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | [1] | Jun. 30, 2022 | Jun. 30, 2023 | [1] | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||||||
Grant Price | $ 0.71 | $ 0.79 | $ 0.79 | $ 1.46 | ||||
Expected life (in years) | 6 years 29 days | 5 years 6 months 29 days | 5 years 6 months 29 days | 5 years 8 months 15 days | ||||
Risk-free interest rates | 2.90% | 1.74% | 1.74% | 0.99% | ||||
Volatility | 128.35% | 130.71% | 130.71% | 102.34% | ||||
Dividend yield | (0.00%) | (0.00%) | ||||||
Market price | $ 0.71 | $ 0.79 | ||||||
[1]There were no stock options granted under the Plan during the three and six months ended June 30, 2023. |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of common stock reserved | 8,500,000 | 8,500,000 | |
Number of options exercised | 0 | 0 | 0 |
Options granted and outstanding exercised | $ 7,300,000 | ||
Total unrecognized compensation expense | $ 300,000 | ||
Recognized over weighted average period | 2 years 7 days | ||
Intrinsic value outstanding | $ 1,700 | ||
Weighted-average estimated fair value of stock options granted | $ 0.70 | $ 1.15 | |
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% | ||
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 | ||
Two Thousand Seventeen Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
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 | ||
Two Thousand Seventeen Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options to purchase shares | 1,000,000 | ||
Two Thousand Seventeen 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 Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,408 | $ 12,000 |
Capital loss carryforwards | 3,120 | 3,120 |
Research and development credit carryforwards | 1,138 | 1,426 |
Patents and fixed assets | 879 | 901 |
Stock-based compensation | 643 | 690 |
Capitalized Research Expenses | 211 | |
Other, net | 62 | 80 |
Valuation allowance | (18,461) | (18,217) |
Total net deferred tax assets |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
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 | 7% | 14% |
Permanent differences | 1% | |
Stock Based Compensation | 2% | |
Loss and deconsolidation of LifeMap Sciences | 31% | |
Debt finance equity costs | 6% | |
Return to provision & other adjustments | 5% | |
Change in valuation allowance | 2% | 4% |
Income tax rate |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | ||
Additions for tax positions related to the current year | 23 | |
Additions for tax positions related to prior years | 356 | |
Reductions for tax positions related to prior years | ||
Reductions related to settlements | ||
Reductions related to a lapse of statute | ||
Balance at December 31 | $ 379 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||||
Net loss from operations | $ 10,500,000 | $ 8,700,000 | |||||
Net operating losses | 52,800,000 | ||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,138,000 | 1,426,000 | |||||
Deferred tax assets capital loss carry forwards | 3,120,000 | $ 3,120,000 | |||||
Income tax rate deduction | 50% | ||||||
Income tax provisions | $ 0 | ||||||
Income tax provisions | $ 0 | $ 0 | $ 0 | $ 0 | |||
UNITED STATES | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Amortized over Period | 5 years | ||||||
Non-US [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Amortized over Period | 15 years | ||||||
Domestic Tax Authority [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 900,000 | ||||||
Tax Credit Carryforward, Description | The federal tax credits expire between 2028 and 2042, while the state tax credits have no expiration date | ||||||
Deferred tax assets capital loss carry forwards | $ 12,400,000 | ||||||
State and Local Jurisdiction [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 600,000 | ||||||
Deferred tax assets capital loss carry forwards | $ 5,900,000 | ||||||
GILTI [Member] | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Income tax rate deduction | 50% | ||||||
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 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 losses | $ 14,900,000 | ||||||
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 2042 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jul. 24, 2023 USD ($) | May 17, 2023 USD ($) | Apr. 20, 2023 USD ($) | Jan. 01, 2022 USD ($) | Nov. 17, 2021 USD ($) | Jan. 01, 2021 USD ($) ft² | Nov. 03, 2020 USD ($) ft² | Jun. 01, 2020 USD ($) | Apr. 13, 2020 USD ($) | Oct. 31, 2022 USD ($) ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 15, 2023 | |
Loss Contingencies [Line Items] | |||||||||||||||||
Office space | ft² | 135 | ||||||||||||||||
Lease and rental expense | $ 1,074 | $ 947 | $ 844 | ||||||||||||||
Interest rate | 10% | ||||||||||||||||
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 has accepted the Compliance Plan | ||||||||||||||||
Net loss | $ 2,000,000 | $ (2,669,000) | $ (2,618,000) | $ (5,946,000) | $ (5,324,000) | $ (10,462,000) | $ (8,675,000) | ||||||||||
Extinguishment of debt | $ 437,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Interest rate | 10% | ||||||||||||||||
Juvenescence Limited [Member] | Subsequent Event [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Extinguishment of debt | $ 36 | ||||||||||||||||
Continuing Operations [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Net loss | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Segment Continuing Operations One [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Net loss | 4,000,000 | 4,000,000 | |||||||||||||||
Segment Continuing Operations Two [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Net loss | $ 6,000,000 | $ 6,000,000 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Net loss | $ 2,000,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Net loss | $ 4,000,000 | ||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Loan obtained | $ 432,952 | ||||||||||||||||
Interest rate | 1% | ||||||||||||||||
Loan maturity date | Apr. 13, 2022 | ||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Office space | ft² | 135 | 101 | |||||||||||||||
Lease and rental expense | $ 947 | $ 844 | $ 844 | $ 1,074 | $ 1,074 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Aug. 11, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Jul. 24, 2023 | Jul. 05, 2023 | May 09, 2023 | Mar. 15, 2023 | Mar. 13, 2023 | Feb. 13, 2023 | Feb. 09, 2023 | Jan. 31, 2023 | Jan. 25, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | Oct. 31, 2023 | Feb. 15, 2023 | Mar. 30, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 10,357,086 | 10,357,086 | ||||||||||||||||||||
Warrant excercise price per share | $ 0.3960 | |||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 7,160,000 | |||||||||||||||||||||
Secured note amendments | $ 105,000,000 | |||||||||||||||||||||
Proceeds from sale of common stock | $ 25,000,000 | $ 496,000 | ||||||||||||||||||||
Common stock outstanding percentage | 85% | |||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||||
Other assets | $ 250,000 | |||||||||||||||||||||
Secured debt | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Extinguishment of debt | $ 437,000 | |||||||||||||||||||||
Stockholders equity | $ (22,175,000) | $ (22,175,000) | (17,212,000) | (11,832,000) | ||||||||||||||||||
Preferred stock voting rights | (i) creation of any Preferred Stock ranking as senior stock to the series with respect to liquidation preferences; (ii) repurchase of any shares of common stock or other junior stock except shares issued pursuant to or in connection with a compensation or incentive plan or agreement approved by the Board of Directors for any officers, directors, employees or consultants of AgeX; (iii) any sale, conveyance, or other disposition of all or substantially all AgeX’s property or business, or any liquidation or dissolution of AgeX, or a merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) but only to the extent that the Delaware General Corporation Law requires that such transaction be approved by each class or series of Preferred Stock; (iv) any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the series of Preferred Stock; or (v) any amendment of AgeX’s Certificate of Incorporation or Bylaws that results in any adverse change in the powers, preferences and rights of, and the qualifications, limitations or restrictions on, the series of Preferred Stock. However, the terms of the Preferred Stock do not restrict or limit the rights and powers of the Board of Directors to fix by resolution the rights, preferences, and privileges of, and restrictions and limitations on, stock ranking as parity stock or junior stock to a series of Preferred Stock. | |||||||||||||||||||||
Research grant award | 160,000 | $ 259,000 | $ 334,000 | $ 655,000 | 1,025,000 | $ 1,456,000 | ||||||||||||||||
2020 Loan Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 3,670,663 | |||||||||||||||||||||
Line of credit, current borrowing capacity | $ 3,000,000 | |||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 8,000,000 | 8,000,000 | 8,000,000 | $ 8,000,000 | ||||||||||||||||||
Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Secured note amendments | $ 25,000,000 | |||||||||||||||||||||
Stockholder outstanding percentage | 80% | |||||||||||||||||||||
Debt interest rate | 20% | |||||||||||||||||||||
Remaining in line of credit | $ 4,000,000 | $ 2,000,000 | $ 3,500,000 | $ 4,500,000 | ||||||||||||||||||
Origination Fee [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||
Juvenescence [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,898,489 | 1,898,489 | 8,458,597 | |||||||||||||||||||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Secured note amendments | 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||
Origination fee description | In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. | |||||||||||||||||||||
Juvenescence Limited [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||
Common stock outstanding percentage | 15% | |||||||||||||||||||||
Juvenescence Limited [Member] | Forecast [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 10,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | Minimum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | 25,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of credit, current borrowing capacity | 10,000,000 | |||||||||||||||||||||
Secured note amendments | $ 5,000,000 | |||||||||||||||||||||
Juvenescence Limited [Member] | Origination Fee [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | 10,000,000 | $ 10,000,000 | ||||||||||||||||||||
Juvenescence Limited [Member] | Serina Note [Member] | Forecast [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Secured note amendments | $ 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from Issuance of Secured Debt | $ 500,000 | |||||||||||||||||||||
Secured note amendments | $ 105,000,000 | |||||||||||||||||||||
Proceeds from sale of common stock | 25,000,000 | |||||||||||||||||||||
Debt interest rate | 10% | |||||||||||||||||||||
Other assets | $ 250,000 | |||||||||||||||||||||
Secured debt | $ 10,000,000 | |||||||||||||||||||||
Converted into preferred stock | 36,939,190 | |||||||||||||||||||||
Conversion percentage, description | (y) February 1, 2024, provided that such conversion is not limited by the 19.9% Cap or the 50% Cap as described below; and if Automatic Conversion would then be limited by the 19.9% Cap or the 50% Cap, the Automatic Conversion shall take place on the tenth day after such stockholder approvals have been obtained as may be required to permit such Automatic Conversion without the limitations of the 19.9% Cap and the 50% Cap. Further, if the holders of at least a majority of the outstanding shares of Series B Preferred Stock approve or consent to the Automatic Conversion of the shares of that series, and the conversion is not then limited by the 19.9% Cap or the 50% Cap, then the outstanding shares of Series B Preferred Stock shall be converted into common stock upon such approval or consent. | |||||||||||||||||||||
Research grant award | $ 341,000 | |||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Shares issued upon conversion | 13,060,809 | |||||||||||||||||||||
Subscriptions price | $ 100,000 | |||||||||||||||||||||
Preferred stock closing price | $ 0.72 | |||||||||||||||||||||
Conversion percentage, description | If under the rules of the NYSE American or any other national securities exchange on which AgeX common stock may be listed, approval by AgeX stockholders would be required in connection with the issuance of common stock in excess of the “19.9% Cap” upon any conversion of Series B Preferred Stock, then unless and until such stockholder approval has been obtained, the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Preferred Stock shall be an amount equal to the 19.9% Cap. The 19.9% Cap means 7,550,302 shares of common stock, which is 19.9% of the shares of common stock outstanding on February 14, 2022 when the Secured Note, a portion of which has not been approved by AgeX stockholders for conversion into common stock without regard to the 19.9% Cap and 50% Cap, was issued. | |||||||||||||||||||||
Subsequent Event [Member] | Fourth Amendment [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion description | (i) the definition of Reverse Financing Condition is amended to extend to October 31, 2023 the referenced deadline for fulfillment of the condition to permit borrowing or other incurrence of indebtedness by AgeX’s subsidiary Reverse Bio, and (ii) Juvenescence may convert the outstanding amount of the Secured Note loans or any portion of such loans into AgeX common stock without restriction by the “19.9% Cap” if Juvenescence elects to convert those amounts at a conversion price or prices equal to the “Drawdown Market Prices” applicable to such loan amounts in lieu of a lower conversion price set with reference to the current market price of AgeX common stock at the time of conversion. The 19.9% Cap is a provision of the Secured Note that limits the amount of common stock that Juvenescence may acquire through the conversion of Secured Note loans in order to comply with NYSE American requirements pertaining to the amount of shares that a listed company, such as AgeX, may sell at a price less than the market prices prevailing at the time the loans were made (the “Drawdown Market Prices”) without shareholder approval. | |||||||||||||||||||||
Subsequent Event [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of credit, current borrowing capacity | 2,000,000 | |||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | |||||||||||||||||||||
Secured note amendments | $ 25,000,000 | $ 1,450,000 | ||||||||||||||||||||
Stockholder outstanding percentage | 80% | |||||||||||||||||||||
Remaining in line of credit | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||
Subsequent Event [Member] | Origination Fee [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 340,136 | 801,924 | ||||||||||||||||||||
Warrant excercise price per share | $ 0.735 | $ 0.6235 | ||||||||||||||||||||
Line of credit, current borrowing capacity | $ 1,000,000 | |||||||||||||||||||||
Secured debt | $ 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Secured note amendments | $ 10,000,000 | 10,000,000 | ||||||||||||||||||||
Origination fee description | In lieu of accrued interest, AgeX will pay Juvenescence an origination fee in an amount equal to 7% of the loan funds disbursed to AgeX, which will accrue in two installments. The origination fee will become due and payable on the earliest to occur of (i) conversion of the $10 Million Secured Note into shares of AgeX common stock, (ii) repayment of the $10 Million Secured Note in whole or in part (provided that the origination fee shall be prorated for the amount of any partial repayment), and (iii) the acceleration of the maturity date of the $10 Million Secured Note following an Event of Default as defined in the $10 Million Secured Note. | |||||||||||||||||||||
Stockholder outstanding percentage | 7% | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||
Common stock outstanding percentage | 85% | |||||||||||||||||||||
Secured debt | $ 10,000,000 | |||||||||||||||||||||
Extinguishment of debt | 36 | |||||||||||||||||||||
Stockholders equity | $ 6,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 211,600 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred stock, shares authorized | 148,400 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | 2020 Loan Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Secured debt | $ 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Minimum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | 25,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of credit, current borrowing capacity | 10,000,000 | |||||||||||||||||||||
Secured note amendments | $ 5,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Juvenescence Limited [Member] | Origination Fee [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Proceeds from sale of common stock | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||
Secured debt | $ 10,000,000 |
Schedule of Debt Issuance Cos_2
Schedule of Debt Issuance Costs and Debt Balances (Details) (Parenthetical) $ in Millions | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Secured note | $ 10 |
Schedule of Warrants Liabilit_2
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model (Details) (Parenthetical) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Lines of credit current | $ 2,000,000 |
Schedule of Warrant Outstandi_2
Schedule of Warrant Outstanding and Fair Values (Details) (Parenthetical) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Lines of credit current | $ 2,000,000 |
Convertible Note Receivable (De
Convertible Note Receivable (Details Narrative) - USD ($) | Mar. 15, 2023 | Jun. 30, 2023 | Mar. 13, 2023 |
Short-Term Debt [Line Items] | |||
Principal amount | $ 105,000,000 | ||
Debt interest rate | 10% | ||
Other assets | $ 250,000 | ||
Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 25,000,000 | ||
Stockholder outstanding percentage | 80% | ||
Debt interest rate | 20% | ||
Subordination Agreement [Member] | Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 1,450,000 | ||
Juvenescence [Member] | Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 10,000,000 | $ 10,000,000 | |
Juvenescence [Member] | Convertible Note Purchase Agreement [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 10,000,000 | ||
Stockholder outstanding percentage | 7% | ||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 5,000,000 |
Schedule of Non-cash Investing
Schedule of Non-cash Investing and Financing Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash paid during the period for interest | $ 23 | $ 12 | $ 14 | $ 13 |
Issuance of common stock upon vesting of restricted stock units (Note 8) | 2 | 5 | ||
Issuance of warrants for debt issuance under the 2020 Loan Agreement | 178 | |||
Fair value of liability classified warrants at debt inception date (Note 6) | 663 | 3,325 | ||
Debt refinanced with new debt (Note 5) | $ 7,160 |