Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-38519 | ||
Entity Registrant Name | AgeX Therapeutics, Inc. | ||
Entity Central Index Key | 0001708599 | ||
Entity Tax Identification Number | 82-1436829 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1101 Marina Village Parkway | ||
Entity Address, Address Line Two | Suite 201 | ||
Entity Address, City or Town | Alameda | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94501 | ||
City Area Code | (510) | ||
Local Phone Number | 671-8370 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | AGE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18.7 | ||
Entity Common Stock, Shares Outstanding | 2,500,664 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 345 | $ 645 |
Accounts and grants receivable, net | 57 | 4 |
Prepaid expenses and other current assets | 352 | 1,804 |
Total current assets | 754 | 2,453 |
Restricted cash | 50 | 50 |
Intangible assets, net | 607 | 738 |
Convertible note receivable | 10,554 | |
TOTAL ASSETS | 11,965 | 3,241 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,176 | 1,034 |
Loans due to Juvenescence, net of debt issuance costs, current portion | 3,672 | 7,646 |
Warrant liability | 180 | |
Insurance premium liability and other current liabilities | 1,077 | |
Total current liabilities | 5,914 | 10,078 |
Loans due to Juvenescence, net of debt issuance costs, net of current portion | 693 | 10,478 |
TOTAL LIABILITIES | 6,607 | 20,556 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity/(deficit): | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 200,000 shares authorized, 1,079 shares issued and outstanding | ||
Additional paid-in capital | 136,482 | 98,998 |
Accumulated deficit | (131,013) | (116,210) |
Total AgeX Therapeutics, Inc. stockholders’ equity/(deficit) | 5,469 | (17,212) |
Noncontrolling interest | (111) | (103) |
Total stockholders’ equity/(deficit) | 5,358 | (17,315) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY/(DEFICIT) | 11,965 | 3,241 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity/(deficit): | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity/(deficit): | ||
Preferred stock value | ||
Related Party [Member] | ||
Current liabilities: | ||
Related party payables, net | $ 66 | $ 141 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,079,000 | 1,079,000 |
Common stock, shares outstanding | 1,079,000 | 1,079,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 100 | $ 100 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 212,000 | |
Preferred stock, shares outstanding | 212,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, stated value per share | $ 100 | $ 100 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 148,000 | |
Preferred stock, shares outstanding | 148,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUES | ||
Total revenues | $ 142 | $ 34 |
Cost of sales | (40) | (13) |
Gross profit | 102 | 21 |
OPERATING EXPENSES | ||
Research and development | 734 | 1,025 |
General and administrative | 9,328 | 5,971 |
Total operating expenses | 10,062 | 6,996 |
Gain on disposition of fixed assets | 73 | |
Loss from operations | (9,887) | (6,975) |
OTHER EXPENSE, NET | ||
Interest expense, net | (4,900) | (3,335) |
Change in fair value of warrants | (35) | (225) |
Other income, net | 11 | 13 |
Total other expense, net | (4,924) | (3,547) |
NET LOSS | (14,811) | (10,522) |
Net loss attributable to noncontrolling interest | 8 | 60 |
NET LOSS ATTRIBUTABLE TO AGEX | $ (14,803) | $ (10,462) |
NET LOSS PER COMMON SHARE: | ||
BASIC | $ (13.72) | $ (9.70) |
DILUTED | $ (13.72) | $ (9.70) |
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||
BASIC | 1,079 | 1,079 |
DILUTED | 1,079 | 1,079 |
Grant Revenues [Member] | ||
REVENUES | ||
Total revenues | $ 77 | |
Other Revenues [Member] | ||
REVENUES | ||
Total revenues | $ 65 | $ 34 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity/(Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 93,916 | $ (105,748) | $ (43) | $ (11,875) | |||
Balance, shares at Dec. 31, 2021 | 1,079 | ||||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (4) | (4) | |||||
Issuance of warrants | 178 | 178 | |||||
Fair value of liability classified warrants issued | 4,148 | 4,148 | |||||
Stock-based compensation | 760 | 760 | |||||
Net loss | (10,462) | (60) | (10,522) | ||||
Balance at Dec. 31, 2022 | 98,998 | (116,210) | (103) | (17,315) | |||
Balance, shares at Dec. 31, 2022 | 1,079 | ||||||
Issuance of common stock upon vesting of restricted stock units, net of shares retired to pay employee’s taxes | (1) | (1) | |||||
Fair value of liability classified warrants issued | 879 | 879 | |||||
Stock-based compensation | 648 | 648 | |||||
Net loss | (14,803) | (8) | (14,811) | ||||
Issuance of preferred stock, net of issuance costs | 35,958 | 35,958 | |||||
Issuance of preferred stock, net of issuance costs, shares | 212 | 148 | |||||
Balance at Dec. 31, 2023 | $ 136,482 | $ (131,013) | $ (111) | $ 5,358 | |||
Balance, shares at Dec. 31, 2023 | 212 | 148 | 1,079 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss attributable to AgeX | $ (14,803,000) | $ (10,462,000) |
Net loss attributable to noncontrolling interest | (8,000) | (60,000) |
Adjustments to reconcile net loss attributable to AgeX to net cash used in operating activities: | ||
Change in fair value of warrants | 35,000 | 225,000 |
Amortization of intangible assets | 131,000 | 132,000 |
Amortization of debt issuance costs | 5,285,000 | 3,137,000 |
Stock-based compensation | 648,000 | 760,000 |
Gain on disposition of fixed assets | (73,000) | |
Write off of prepaid shelf registration statement related expenses | 360,000 | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable | (53,000) | 21,000 |
Prepaid expenses and other current assets | 1,092,000 | 896,000 |
Interest on convertible note receivable | (554,000) | |
Accounts payable and accrued liabilities | 1,150,000 | 144,000 |
Related party payables | 69,000 | 255,000 |
Insurance premium liability | (1,075,000) | (983,000) |
Other current liabilities | (4,000) | (4,000) |
Net cash used in operating activities | (7,800,000) | (5,939,000) |
INVESTING ACTIVITIES: | ||
Cash advanced on convertible note receivable | (10,000,000) | |
Net cash used in investing activities | (10,000,000) | |
FINANCING ACTIVITIES: | ||
Draw down on loan facilities from Juvenescence | 17,500,000 | 6,000,000 |
Net cash provided by financing activities | 17,500,000 | 6,000,000 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (300,000) | 61,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
At beginning of the year | 695,000 | 634,000 |
At end of the year | 395,000 | 695,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for interest | 27,000 | 14,000 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES: | ||
Issuance of preferred stock in exchange for debt | 36,000,000 | |
Issuance of common stock upon vesting of restricted stock units (Note 8) | 2,000 | 8,000 |
Issuance of warrants for debt issuance under the 2020 Loan Agreement | 178,000 | |
Fair value of liability classified warrants at debt inception date (Note 6) | 663,000 | 4,148,000 |
Debt refinanced with new debt (Note 5) | $ 7,160,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (14,803) | $ (10,462) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity AgeX Therapeutics, Inc. (“AgeX,” “we,” “our,” or “us”) 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 as follows: ● PureStem® PSC-derived clonal embryonic progenitor cell lines that may be capable of generating a broad range of cell types for use in cell-based therapies; ● 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. Reverse Stock Split On March 14, 2024 AgeX effected a reverse stock split of its common stock at a ratio of 1 for 35.17 2,500,000 Subsequent Events. Merger Agreement and Certain Transactions with Serina Therapeutics, Inc. During March 2023, AgeX borrowed $ 10,000,000 10,000,000 On August 29, 2023, AgeX entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Serina Therapeutics, Inc. (“Serina”), and Canaria Transaction Corporation, a wholly owned subsidiary of AgeX (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into Serina, with Serina surviving as a wholly owned subsidiary of AgeX (the “Merger”). At a special meeting of AgeX stockholders on March 14, 2024 (the “Special Meeting”), AgeX stockholders approved certain proposals required for consummation of the Merger pursuant to the terms of the Merger Agreement. Serina stockholders have also approved the Merger. There is no assurance that all conditions to the Merger will be met or waiver and that the Merger will be consummated. See Note 11, Subsequent Events. On March 19, AgeX issued to each holder of AgeX common stock as of the dividend record date, March 18, 2024, three warrants (“Post-Merger Warrants”) for each five shares of AgeX common stock held by such stockholder. Each Post-Merger Warrant will be exercisable for one unit of AgeX (“AgeX Unit”) at a price equal to $13.20 per unit and will expire on July 31, 2025. Each AgeX Unit will consist of (i) one share of AgeX common stock and (ii) one warrant (“Incentive Warrant”). Each Incentive Warrant will be exercisable for one share of AgeX common stock at a price equal to $18.00 per warrant and will expire on the four-year anniversary of the closing date of the Merger . See Note 11, Subsequent Events. Immediately following the Merger, equity holders of Serina immediately prior to the closing of the Merger are expected to own approximately 75% of the outstanding shares of common stock of AgeX, and stockholders of AgeX immediately prior to the closing of the Merger are expected to own approximately 25% of the outstanding shares of common stock of AgeX, with Serina as a wholly-owned subsidiary, in each case, on a pro forma fully diluted basis, subject to certain assumptions and exclusions, including the Actual Closing Price (as defined in the Merger Agreement) of AgeX common stock being equal to or greater than $12.00 per share excluding the impact of any Post-Merger Warrant, Incentive Warrant or the issuance of any shares of AgeX common stock upon exercise of any Post-Merger Warrants or Incentive Warrants. Concurrently with the execution of the Merger Agreement, AgeX, Serina, and AgeX’s controlling stockholder Juvenescence entered into a Side Letter, which will become effective immediately prior to the closing of the Merger. The Side Letter provides, among other things, that (i) effective immediately before the consummation of the Merger, Juvenescence will cancel all out of the money AgeX warrants held by Juvenescence; (ii) Juvenescence will exercise all Post-Merger Warrants it holds to provide the Combined Company an additional $ 15 Prior to the closing of the Merger, any assets of AgeX other than certain “Legacy Assets” will be transferred into a recently formed subsidiary of AgeX “UniverXome Bioengineering, Inc. (“UniverXome”). UniverXome will assume (i) any indebtedness of AgeX issued to Juvenescence that has not been previously converted into AgeX Series A Preferred Stock or AgeX Series B Preferred Stock, which will be secured by the Legacy Assets (ii) most of AgeX’s contracts with third parties, other than certain designated contracts and any contracts that are terminated before the Merger, and (iii) all other liabilities of AgeX in existence as of the effective time of the Merger (other than certain transaction expenses related to the Merger). See Note 11, Subsequent Events. Serina currently has a pipeline of small molecule candidates targeting central nervous system (“CNS”) indications, enabled by the company’s proprietary POZ Platform TM If the Merger is completed, the Combined Company will primarily focus on developing Serina’s product candidates and it is anticipated that the Combined Company will not continue to develop AgeX product candidates, other than potentially the development program of NeuroAirmid. If the Merger is not completed, AgeX expects to continue to execute on its current business strategies below while seeking out and evaluating potential strategic alternatives with respect to its assets and development programs, which may include a merger, business combination, investment into AgeX, sale or other disposition of assets or other strategic transaction. In such case, AgeX may not be successful in executing such strategies or identifying or implementing any such strategic alternatives, and there is a risk that Juvenescence may decide to stop funding AgeX’s operations, which would likely result in the delisting of AgeX common stock from the NYSE America and the dissolution of AgeX. Liquidity and Going Concern 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, along with the amount of indebtedness to Juvenescence and Juvenescence’s ownership of approximately 75.6 AgeX primarily finances its operations through loans from Juvenescence. A subsidiary of Juvenescence is the largest stockholder of AgeX. AgeX has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 131.0 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 million as of December 31, 2023, cash on hand remaining from the drawdown of the 4.4 million loan facility from Juvenescence, Principles of Consolidation The consolidated financial statements of AgeX are presented in accordance with accounting principles generally accepted in the United States of American (“U.S. GAAP”). AgeX’s 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 four subsidiaries, Reverse Bioengineering, Inc. (“Reverse Bio”), ReCyte Therapeutics, Inc. (“ReCyte”), NeuroAirmid Therapeutics, Inc. (“NeuroAirmid”), and Canaria Transaction Corporation (“Merger Sub”), and has incorporated but not yet capitalized a fifth subsidiary UniverXome. See Note 11, Subsequent Events TM TM 94.8 50 Consolidation Subsequent Events All material intercompany accounts and transactions between AgeX and its subsidiaries have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going Concern Assessment AgeX assesses going concern uncertainty for its consolidated financial statements to determine if AgeX has sufficient cash and cash equivalents on hand and working capital to operate for a period of at least one year from the date the consolidated financial statements are issued or are available to be issued, which is referred to as the “look-forward period” as defined by Financial Accounting 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 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 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 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, 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. Fair values for 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. 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 2023 Secured Note are Level 3 on the fair value hierarchy and subject to fair valuation at inception and remeasurement at each reporting period. The fair value of the discounted conversion prices under both notes were determined to have an immaterial value at inception and life to date of the notes, as the probability of a future qualifying event is remote. The likelihood of the future qualifying event will be evaluated at the end of each reporting period. For additional information regarding the convertible notes and derivatives, see Notes 4, Convertible Note Receivable Related Party Transactions 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 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, 2023 and 2022, AgeX’s cash balances totaled $ 0.3 0.6 Concentrations of Credit Risk Financial instruments that potentially subject AgeX to significant concentrations of credit risk consist primarily of cash and cash equivalents. AgeX limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, AgeX has not experienced any losses on such accounts. Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash 2023 2022 December 31, 2023 2022 Cash and cash equivalents $ 345 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 395 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. 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, 2023 and 2022. Long-Lived Intangible Assets, Net Long-lived intangible assets, consisting primarily of acquired in-process research and development (“IPR&D”) and patents, are 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, 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 leased 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 Stock-Based Compensation 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. 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, or SAB 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, 2023 and 2022 consists of stock-based compensation under the AgeX 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, 2023 and 2022. 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, 2023 and 2022. 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. 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 operations (in thousands): Schedule of Disaggregated of Revenues REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 Grant revenues $ 77 $ - Other revenues 65 34 Total revenues $ 142 $ 34 The following table presents consolidated revenues for operations (in thousands), disaggregated by geography, based on the billing addresses of customers: Schedule of Disaggregated Geographical Revenue REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 United States $ 90 $ 10 Foreign 52 24 Total revenues $ 142 $ 34 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. 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 (“NIH”) supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Costs incurred are recorded in research and development expenses on the accompanying consolidated statements of operations. AgeX believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. In August 2023, AgeX was awarded a grant of up to approximately $ 341,000 77,000 ESI BIO research products – Arrangements with multiple performance obligations – Research and Development Research and development expenses consist primarily of personnel costs and related benefits, 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 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. 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, 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 Year Ended December 31, 2023 2022 Stock options 91 94 Warrants (1) 352 272 Restricted stock units - - (1) As of December 31, 2023 and 2022, warrants to purchase 320,115 344,875 Related Party Transactions Recently Adopted Accounting Pronouncements 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 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures On July 14, 2023, the FASB issued ASU 2023-03, 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 Issued Accounting Pronouncements Not Yet Adopted In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to income Tax Disclosures |
Selected Balance Sheet Componen
Selected Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Components | 3. 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 2,274 240,000 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 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, 2023 and 2022, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net 2023 2022 December 31, 2023 2022 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (705 ) (574 ) Total intangible assets, net $ 607 $ 738 AgeX recognized $ 131,000 132,000 Amortization of intangible assets for periods subsequent to December 31, 2023 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2024 $ 131 2025 131 2026 132 2027 131 2028 82 Total $ 607 Accounts Payable and Accrued Liabilities At December 31, 2023 and 2022, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2023 2022 December 31, 2023 2022 Accounts payable $ 1,413 $ 568 Accrued vendors and other expenses 529 273 Accrued compensation and severance expenses 234 193 Total accounts payable and accrued liabilities $ 2,176 $ 1,034 |
Convertible Note Receivable
Convertible Note Receivable | 12 Months Ended |
Dec. 31, 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 10,544,000 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 expense, net Other 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 5,000,000 If the Merger is consummated, the Serina Note will be canceled for no consideration. 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During July 2023, AgeX and Juvenescence entered into an Exchange Agreement pursuant to which AgeX issued shares of Series A Preferred Stock and Series B Preferred Stock to Juvenescence in exchange for the extinguishment of a total of $ 36 million of indebtedness under the 2020 Loan Agreement, the 2022 Secured Note, and the 2023 Secured Note discussed below. The unused portion of the line of credit under the 2022 Secured Note remains available to AgeX subject to the terms and conditions of the 2022 Secured Note. The Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of AgeX common stock on February 1, 2024. See Notes 7, Stockholders’ Equity/(Deficit) Subsequent Events 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 Loan Agreement On March 30, 2020, AgeX and Juvenescence entered into a new Secured Convertible Facility Agreement (the “2020 Loan Agreement”) pursuant to which Juvenescence provided to AgeX an $ 8.0 18 8.0 810 3.0 104,365 25,628 March 30, 2024 8.0 2020 Warrants — 104,365 25,628 28.49 66.65 2022 Secured Convertible Promissory Note and Security Agreement On February 14, 2022, AgeX and Juvenescence entered into a Secured Convertible Promissory Note (the “2022 Secured Note”) pursuant to which Juvenescence agreed to provide to AgeX a $ 13,160,000 12 8,160,000 7,160,000 2 4,000,000 On July 31, 2023, AgeX and Juvenescence entered into a Fourth Amendment (the “Fourth Amendment”) to the 2022 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 2022 Secured Note loans or any portion of such loans into AgeX common stock without restriction by the “ 19.9 19.9 On October 3, 2023, AgeX drew $ 500,000 500,000 On November 9, 2023, AgeX and Juvenescence entered into the Allonge and Fifth Amendment to Amended and Restated Convertible Promissory Note (the “Fifth Amendment”) that increases the amount of the line of credit available to AgeX by $ 4,400,000 On November 15, 2023, AgeX drew $ 500,000 500,000 As of December 31, 2023, AgeX had borrowed a total of $ 20,160,000 7,500,000 17,992,800 16,660,000 1,332,800 Stockholders’ Equity/(Deficit) As an arrangement fee for the 2022 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 2022 Secured Note. 2022 Warrants – As of December 31, 2023, AgeX had issued to Juvenescence 2022 Warrants to purchase a total of 294,482 53,980 20.75 30.94 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 – Security Agreement – $ 10 On March 13, 2023, AgeX and Juvenescence entered into a $ 10 10,000,000 10,000,000 Convertible Note Receivable On July 31, 2023, AgeX and Juvenescence also entered into an amendment to the 2023 Secured Note that mirrors the amendments of the 2022 Secured Note described above, and also creates an earlier time window, ending October 31, 2023, during which Juvenescence may elect to convert any amount outstanding under the 2023 Secured Note into shares of AgeX common stock. After October 31, 2023, Juvenescence may convert outstanding amounts under the 2023 Secured Note into AgeX common stock on any date more than ninety (90) days after the earlier of (a) the occurrence of a Qualified Merger as defined, and (b) March 13, 2024. The outstanding principal balance of the 2023 Secured Note was scheduled to become due and payable on March 13, 2026. In lieu of accrued interest, AgeX agreed to 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 2023 Secured Note into shares of AgeX common stock, (ii) repayment of the 2023 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 2023 Secured Note following an Event of Default as defined in the 2023 Secured Note. During July 2023, the 2023 Secured Note indebtedness, plus a portion of the accrued loan origination fees, was exchanged for Series B Preferred Stock pursuant to the Exchange Agreement. The 2023 Secured Note includes a provision allowing AgeX to 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 15 Derivatives and Hedging—Embedded Derivatives 15 Interest expense, net Other expense, net The 2023 Secured Note includes certain covenants that among other matters require financial reporting and impose certain restrictions on AgeX that are substantially the same as those under the 2022 Secured Note. 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 2023 Secured Note to the obligations secured by the Security Agreement. The Security Agreement grants Juvenescence a security interest in substantially all of the assets of AgeX, including a security interest in shares of AgeX subsidiaries that hold certain assets, as collateral for AgeX’s loan obligations. If an Event of Default as defined in the 2023 Secured Note occurs, Juvenescence will have the right to foreclose on the assets pledged as collateral with respect to any accrued loan origination fees remaining unpaid under the 2023 Secured Note. 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 2022 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 467,657 shares of AgeX common stock held by Juvenescence and 92,358 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence. AgeX and Juvenescence have entered into a second 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 “piggyback” 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. 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, 2023 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Debt Exchanged for Preferred Stock 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 $ - 2022 Secured Note 20,160 1,590 (17,993 ) 3,757 (6,197 ) 6,112 3,672 Total current, net 28,160 1,590 (25,993 ) 3,757 (9,003 ) 8,918 3,672 Non-current 2023 Secured Note 10,000 700 (10,007 ) 693 (666 ) 666 693 Total debt, net $ 38,160 $ 2,290 $ (36,000 ) $ 4,450 $ (9,669 ) $ 9,584 $ 4,365 Total debt, net $ 38,160 $ 2,290 $ (36,000 ) $ 4,450 $ (9,669 ) $ 9,584 $ 4,365 Related Party Payables, net From October 2018 through December 2023, AgeX’s Chief Operating Officer, who was also an employee of Juvenescence, was 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 66,000 141,000 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. On December 21, 2023, AgeX executed that certain Letter of Indemnification in Lieu of or Supplemental to a Medallion Signature Guarantee (the “ETC Letter of Indemnification”), pursuant to which AgeX agreed to indemnify Equiniti Trust Company LLC and its affiliates, successors and assigns (the “ETC Indemnity”) from and against any and all claims, damages, liabilities or losses arising out of the transfer 467,657 shares of AgeX common stock held by Juvenescence US Corp. to JuvVentures (the “JUV US Share Transfer”). |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
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 2022 Secured Note that is subject to warrants and accordingly the warrants were issued for each of the advances of loan funds under the 2022 Secured Note. After all relevant assessments, AgeX determined that the warrants issued under the 2022 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 $ 27.43 2/13/2025 $ 24.32 1.80 % 122.99 % 3 $ 17.11 Issuance Date: 2/14/2022 $ 27.43 2/13/2025 $ 24.32 1.80 % 122.99 % 3 $ 17.11 Issuance Date: 2/15/2022 $ 27.43 2/14/2025 $ 26.28 1.80 % 123.28 % 3 $ 18.81 Period Ended 3/31/2022 $ 33.06 3/30/2025 $ 30.04 2.45 % 123.28 % 3 $ 21.36 Issuance Date: 4/4/2022 $ 30.94 4/3/2025 $ 28.79 2.61 % 123.31 % 3 $ 20.59 Issuance Date: 6/6/2022 $ 25.01 6/5/2025 $ 28.14 2.94 % 122.62 % 3 $ 20.84 Period Ended 6/30/2022 $ 21.10 6/29/2025 $ 20.27 2.99 % 122.21 % 3 $ 14.53 Issuance Date: 8/16/2022 $ 23.56 8/15/2025 $ 22.51 3.19 % 121.37 % 3 $ 16.07 Period Ended 9/30/2022 $ 21.45 9/29/2025 $ 19.75 4.25 % 121.49 % 3 $ 14.09 Issuance Date: 10/21/2022 $ 24.27 10/20/2025 $ 21.81 4.52 % 120.51 % 3 $ 15.42 Issuance Date: 12/14/2022 $ 20.75 12/13/2025 $ 18.99 3.94 % 120.01 % 3 $ 13.40 Period Ended 12/31/2022 $ 19.34 12/30/2025 $ 19.41 4.22 % 119.31 % 3 $ 13.93 Issuance Date: 1/25/2023 $ 25.85 1/24/2026 $ 26.42 3.84 % 119.17 % 3 $ 18.98 Inception Date: 2/9/2023 $ 24.72 2/8/2026 $ 23.20 4.15 % 118.94 % 3 $ 16.38 Issuance Date: 2/15/2023 $ 21.93 2/14/2026 $ 21.10 4.35 % 118.93 % 3 $ 14.99 Period Ended 3/31/2023 $ 23.25 3/30/2026 $ 23.32 3.81 % 113.43 % 3 $ 16.15 Issuance Date: 4/4/2023 $ 23.25 4/3/2026 $ 23.67 3.60 % 113.01 % 3 $ 16.39 (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 2022 Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table), and as adjusted to reflect the Reverse Stock Split. For this purpose, the date on which the 2022 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) 239,860 (2) 17,11 4,103 Fair value of warrants issued on 2/14/2022 (7,160 ) (3) (130,501 ) (4) 17.11 (2,232 ) Fair value of warrants issued on 2/15/2022 (1,000 ) (3) (18,226 ) (4) 18.81 (343 ) Fair value of warrants issued on 4/4/2022 (1,000 ) (3) (16,162 ) (4) 20.59 (333 ) Fair value of warrants issued on 6/6/2022 (1,000 ) (3) (19,995 ) (4) 20.84 (417 ) Fair value of warrants issued on 8/16/2022 (1,000 ) (3) (21,222 ) (4) 16.07 (341 ) Fair value of warrants issued on 10/21/2022 (500 ) (3) (10,301 ) (4) 15.42 (159 ) Fair value of warrants issued on 12/14/2022 (1,000 ) (3) (24,096 ) (4) 13.40 (323 ) Change in fair value of warrants - - - 225 Fair value as of December 31, 2022 $ 500 (1) 12,924 (2) $ 13.93 $ 180 Fair value of warrants issued on 1/25/2023 (500 ) (3) (9,671 ) (4) 18.98 (184 ) Fair value at initial measurement date of 2/9/2023 2,000 (1) 40,457 (2) 16.38 663 Fair value of warrants issued on 2/15/2023 (1,000 ) (3) (22,801 ) (4) 14.99 (342 ) Fair value of warrants issued on 4/4/2023 (1,000 ) (3) (21,507 ) (4) 16.39 (352 ) Change in fair value of warrants - - - 35 Fair value as of December 31, 2023 $ - (1) - (2) $ - $ - (1) Amount of credit available under the 2022 Secured Note on date of inception and as of each period end date. For this purpose, the date on which the 2022 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 2022 Secured Note as of the date presented. During the years ended December 31, 2023 and 2022, AgeX recorded a loss of $ 35,000 225,000 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. None of the warrants issued have been exercised. |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity/(Deficit) | 7. Stockholders’ Equity/(Deficit) Preferred Stock On July 24, 2023, AgeX issued to Juvenescence 211,600 148,400 36 1,421,666 Subsequent Events. Classification of Preferred Stock On November 7, 2023, certain terms of the Series A Preferred Stock and Series B Preferred Stock was amended (i) to clarify that certain change of control or disposition of asset transactions would be treated as adeemed liquidation if the applicable transaction is approved by the Board of Directors or stockholders of AgeX, and (ii) to provide that in case of such a deemed liquidation transaction holders of Preferred Stock would receive the same type of consideration as that distributed or paid to holders of AgeX common stock. This amendment permits the classification of the Series A Preferred Stock and Series B Preferred Stock as permanent equity effective November 7, 2023. The redemption rights of the Series A Preferred Stock and Series B Preferred Stock in case of a “deemed liquidation” provide that the holders of AgeX preferred stock would always be entitled to receive the same form of consideration as the holders of AgeX common stock. Accordingly, the preferred stock has been presented in permanent equity section of the consolidated balance sheet. The following is a description of certain terms of the Preferred Stock that were applicable to the shares of Preferred Stock outstanding as of December 31, 2023. However, all of the Preferred Stock was converted into shares of common stock on February 1, 2024. See Note 11, Subsequent Events. Dividends Liquidation Preference parri passu Conversion of Preferred Stock into Common Stock 100 0.72 Optional Conversion Automatic Conversion 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. Adjustment of conversion price and subscription price No Fractional Shares 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. Governing Law 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, 2023 and 2022, there were 1,079,080 1,079,022 Issuance and Sale of Warrants by AgeX In connection with the $ 2,500,000 53,980 Warrant Liability |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | 8. Stock-Based Awards Equity Incentive Plan Under the 2017 Equity Incentive Plan, as amended (the “Incentive Plan”), AgeX has reserved 241,683 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 28,433 14,216 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 (“IRC” or 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. Stock Appreciation Rights (“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, 2022 29 96 - $ 81.62 Increase option pool 114 - - - Options granted (3 ) 3 - 27.76 Options forfeited, cancelled or expired 6 (6 ) - 99.12 Restricted stock units vested - - - - Balance at December 31, 2022 146 93 - $ 79.07 Options granted (1 ) 1 - 26.73 Options forfeited, cancelled or expired 11 (11 ) - 67.30 Restricted stock units vested - - - - Balance at December 31, 2023 156 83 - $ 80.28 Options exercisable at December 31, 2023 80 $ 81.70 There were no 6.6 At December 31, 2023, AgeX had approximately $ 68,000 1.36 The aggregate intrinsic value of options outstanding and options exercisable were nil as of December 31, 2023. 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, 2023 and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 9 $ 32 General and administrative 639 728 Total stock-based compensation expense $ 648 $ 760 The weighted-average estimated fair value of stock options granted during the years ended December 31, 2023 and 2022 was $ 22.41 24.48 Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2023 2022 Grant Price $ 26.73 $ 27.76 Expected life (in years) 5.15 5.58 Risk-free interest rates 4.12 % 1.74 % Volatility 118.12 % 130.71 % 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, 2023 and 2022 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Net loss from operations before income taxes for the years ended December 31, 2023 and 2022 was approximately $ 14.8 10.5 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, 2023 and 2022 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2023 2022 Net operating loss carryforwards $ 14,278 $ 12,408 Capital loss carryforwards 3,120 3,120 Research and development credit carryforwards 1,178 1,138 Patents and fixed assets 975 879 Stock-based compensation 676 643 Capitalized research expenses 414 211 Other, net 175 62 Valuation allowance (20,816) (18,461 ) 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 (“NOL”) 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 2023 2022 December 31, 2023 2022 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits - % 1 % State tax benefit, net of effect on federal income taxes 4 % (7 )% Permanent differences (4 )% - % Stock-based compensation (1 )% (2 )% Debt finance equity costs (5 )% (6 )% Return to provision and other adjustments - % (5 )% Change in valuation allowance (15 )% (2 )% Income tax rate - % - % AgeX has established an accrual for uncertain tax positions related to its U.S. research and development credits. As of December 31, 2023 and 2022, 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 2023 2022 December 31, 2023 2022 Balance at January 1 $ 379 $ - Additions for tax positions related to the current year 14 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 $ 393 $ 379 AgeX monitors proposed and issued tax law, regulations, and cases to determine the potential impact of uncertain income tax positions. At December 31, 2023, 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, 2023, AgeX has net operating loss carryforwards of approximately $ 59.7 As of December 31, 2023, AgeX has net operating losses of approximately $ 19.8 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 2043. As of December 31, 2023, AgeX has research and development tax credit carryforwards for federal and state tax purposes $ 0.7 0.5 The federal tax credits expire between 2028 and 2043, while the state tax credits have no expiration date. As of December 31, 2023, 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 For the year ended December 31, 2023, we experienced a loss; therefore, no Other Income Tax Matters 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 has similar rules 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 2020 and for state tax authorities beginning before 2019. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Office Lease Agreement AgeX leased 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 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, 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 claim for which a liability has not been accrued and which is 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. Indemnifications 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. A sales agreement between AgeX and Chardan Capital Markets, LLC also included indemnification provisions pursuant to which the parties agreed to indemnify each other from certain liabilities that could arise from the offer and sale of AgeX common stock, 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 and ETC Indemnity pursuant to the Letter of Indemnification and ETC Letter of Indemnity 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 did not meet the continued listing standards because it had 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 issued shares of preferred stock to Juvenescence in exchange for the extinguishment of $ 36 Stockholders’ Equity/(Deficit) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On February 9, 2024, AgeX and Juvenescence executed a Sixth Amendment to Amended and Restated Convertible Promissory Note (the “Sixth Amendment”) that extends to May 9, 2024 the “Repayment Date” on which the outstanding principal balance and accrued loan origination fees will become due and payable pursuant to the 2022 Secured Note. From January 1 through March 20, 2024, AgeX drew in the aggregate $ 5,800,000 On February 1, 2024, all outstanding shares of Series A Preferred Stock and Series B Preferred Stock automatically converted into a total of 1,421,666 shares of AgeX common stock in accordance with their terms and after that conversion no shares of AgeX Preferred Stock remained outstanding. Those shares of common stock issued to Juvenescence increased Juvenescence’s direct and indirect holding of outstanding shares of AgeX common stock to 1,889,323 shares, or approximately 75.6 % of the shares of common stock outstanding on March 14, 2024, including shares of AgeX common stock held by Juvenescence’s subsidiaries but not taking into account any additional shares of AgeX common stock that Juvenescence may acquire through the conversion of loan balances and the exercise of AgeX common stock purchase warrants or Post-Merger Warrants that were distributed on March 19, 2024. At the Special Meeting of stockholders on March 14, 2024, AgeX stockholders approved certain matters required for the Merger to be consummated in accordance with the terms of the Merger Agreement. On February 16, 2024, holders of outstanding Serina voting securities approved certain matters required for the Merger to be consummated in accordance with the terms of the Merger Agreement. On March 14, 2024, AgeX implemented the 1 for 35.17 Organization, Basis of Presentation and Liquidity. On March 19, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
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 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 See Note 6, Warrant Liability |
Transactions with Noncontrolling Interests of Subsidiaries | 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, |
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. Fair values for 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. 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 2023 Secured Note are Level 3 on the fair value hierarchy and subject to fair valuation at inception and remeasurement at each reporting period. The fair value of the discounted conversion prices under both notes were determined to have an immaterial value at inception and life to date of the notes, as the probability of a future qualifying event is remote. The likelihood of the future qualifying event will be evaluated at the end of each reporting period. For additional information regarding the convertible notes and derivatives, see Notes 4, Convertible Note Receivable Related Party Transactions 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 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, 2023 and 2022, AgeX’s cash balances totaled $ 0.3 0.6 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject AgeX to significant concentrations of credit risk consist primarily of cash and cash equivalents. AgeX limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions. Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, AgeX has not experienced any losses on such accounts. |
Restricted Cash | Restricted Cash In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash 2023 2022 December 31, 2023 2022 Cash and cash equivalents $ 345 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 395 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. |
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, 2023 and 2022. |
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, are 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 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, 2023, 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 leased office space in Alameda, California. For 2022 base monthly rent was $ 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 |
Stock-Based Compensation | Stock-Based Compensation 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. 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, or SAB 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, 2023 and 2022 consists of stock-based compensation under the AgeX 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, 2023 and 2022. 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, 2023 and 2022. 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. |
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. 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 operations (in thousands): Schedule of Disaggregated of Revenues REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 Grant revenues $ 77 $ - Other revenues 65 34 Total revenues $ 142 $ 34 The following table presents consolidated revenues for operations (in thousands), disaggregated by geography, based on the billing addresses of customers: Schedule of Disaggregated Geographical Revenue REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 United States $ 90 $ 10 Foreign 52 24 Total revenues $ 142 $ 34 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. 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 (“NIH”) supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Costs incurred are recorded in research and development expenses on the accompanying consolidated statements of operations. AgeX believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. In August 2023, AgeX was awarded a grant of up to approximately $ 341,000 77,000 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 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. |
Segments | Segments AgeX’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, AgeX’s executive management team has viewed AgeX’s operations as one segment that includes the research and development of regenerative medicine technologies targeting the diseases of aging and metabolic disorders, oncology, and neurological diseases and disorders, blood and vascular system diseases and disorders, and pluripotent cell technologies. As a result, the financial information disclosed materially represents all of the financial information related to AgeX’s sole operating segment. |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and Diluted Net Loss per Share Attributable to Common Stockholders Basic loss per share is calculated by dividing net loss attributable to AgeX common stockholders by the weighted average number of shares of common stock outstanding, net of unvested restricted stock or restricted stock units, subject to repurchase by AgeX, if any, during the period. Diluted loss per share is calculated by dividing the net income attributable to AgeX common stockholders, if any, by the weighted average number of shares of common stock outstanding, adjusted for the effects of potentially dilutive common stock issuable under outstanding stock options, warrants, and restricted stock units, using the treasury-stock method, and convertible preferred stock, if any, using the if-converted method, and treasury stock held by subsidiaries, if any. For the years ended December 31, 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 Year Ended December 31, 2023 2022 Stock options 91 94 Warrants (1) 352 272 Restricted stock units - - (1) As of December 31, 2023 and 2022, warrants to purchase 320,115 344,875 Related Party Transactions |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures On July 14, 2023, the FASB issued ASU 2023-03, 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 Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Schedule of Cash, Cash Equivalents and Restricted Cash 2023 2022 December 31, 2023 2022 Cash and cash equivalents $ 345 $ 645 Restricted cash (1) 50 50 Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows $ 395 $ 695 (1) Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. |
Schedule of Disaggregated of Revenues | The following table presents AgeX’s consolidated revenues disaggregated by source for operations (in thousands): Schedule of Disaggregated of Revenues REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 Grant revenues $ 77 $ - Other revenues 65 34 Total revenues $ 142 $ 34 |
Schedule of Disaggregated Geographical Revenue | The following table presents consolidated revenues for operations (in thousands), disaggregated by geography, based on the billing addresses of customers: Schedule of Disaggregated Geographical Revenue REVENUES: 2023 2022 Year Ended December 31, REVENUES: 2023 2022 United States $ 90 $ 10 Foreign 52 24 Total revenues $ 142 $ 34 |
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 Year Ended December 31, 2023 2022 Stock options 91 94 Warrants (1) 352 272 Restricted stock units - - (1) As of December 31, 2023 and 2022, warrants to purchase 320,115 344,875 Related Party Transactions |
Selected Balance Sheet Compon_2
Selected Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Intangible Assets, Net | At December 31, 2023 and 2022, intangible assets, primarily consisting of acquired IPR&D and patents, and accumulated amortization were as follows (in thousands): Schedule of Intangible Assets, Net 2023 2022 December 31, 2023 2022 Intangible assets $ 1,312 $ 1,312 Accumulated amortization (705 ) (574 ) Total intangible assets, net $ 607 $ 738 |
Schedule of Amortization Assets | Amortization of intangible assets for periods subsequent to December 31, 2023 is as follows (in thousands): Schedule of Amortization Assets Year Ending December 31, Amortization Expense 2024 $ 131 2025 131 2026 132 2027 131 2028 82 Total $ 607 |
Schedule of Accounts Payable and Accrued Liabilities | At December 31, 2023 and 2022, accounts payable and accrued liabilities were comprised of the following (in thousands): Schedule of Accounts Payable and Accrued Liabilities 2023 2022 December 31, 2023 2022 Accounts payable $ 1,413 $ 568 Accrued vendors and other expenses 529 273 Accrued compensation and severance expenses 234 193 Total accounts payable and accrued liabilities $ 2,176 $ 1,034 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 (in thousands): Schedule of Debt Issuance Costs and Debt Balances Drawdown of Funds Origination Fee Debt Exchanged for Preferred Stock 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 $ - 2022 Secured Note 20,160 1,590 (17,993 ) 3,757 (6,197 ) 6,112 3,672 Total current, net 28,160 1,590 (25,993 ) 3,757 (9,003 ) 8,918 3,672 Non-current 2023 Secured Note 10,000 700 (10,007 ) 693 (666 ) 666 693 Total debt, net $ 38,160 $ 2,290 $ (36,000 ) $ 4,450 $ (9,669 ) $ 9,584 $ 4,365 Total debt, net $ 38,160 $ 2,290 $ (36,000 ) $ 4,450 $ (9,669 ) $ 9,584 $ 4,365 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 27.43 2/13/2025 $ 24.32 1.80 % 122.99 % 3 $ 17.11 Issuance Date: 2/14/2022 $ 27.43 2/13/2025 $ 24.32 1.80 % 122.99 % 3 $ 17.11 Issuance Date: 2/15/2022 $ 27.43 2/14/2025 $ 26.28 1.80 % 123.28 % 3 $ 18.81 Period Ended 3/31/2022 $ 33.06 3/30/2025 $ 30.04 2.45 % 123.28 % 3 $ 21.36 Issuance Date: 4/4/2022 $ 30.94 4/3/2025 $ 28.79 2.61 % 123.31 % 3 $ 20.59 Issuance Date: 6/6/2022 $ 25.01 6/5/2025 $ 28.14 2.94 % 122.62 % 3 $ 20.84 Period Ended 6/30/2022 $ 21.10 6/29/2025 $ 20.27 2.99 % 122.21 % 3 $ 14.53 Issuance Date: 8/16/2022 $ 23.56 8/15/2025 $ 22.51 3.19 % 121.37 % 3 $ 16.07 Period Ended 9/30/2022 $ 21.45 9/29/2025 $ 19.75 4.25 % 121.49 % 3 $ 14.09 Issuance Date: 10/21/2022 $ 24.27 10/20/2025 $ 21.81 4.52 % 120.51 % 3 $ 15.42 Issuance Date: 12/14/2022 $ 20.75 12/13/2025 $ 18.99 3.94 % 120.01 % 3 $ 13.40 Period Ended 12/31/2022 $ 19.34 12/30/2025 $ 19.41 4.22 % 119.31 % 3 $ 13.93 Issuance Date: 1/25/2023 $ 25.85 1/24/2026 $ 26.42 3.84 % 119.17 % 3 $ 18.98 Inception Date: 2/9/2023 $ 24.72 2/8/2026 $ 23.20 4.15 % 118.94 % 3 $ 16.38 Issuance Date: 2/15/2023 $ 21.93 2/14/2026 $ 21.10 4.35 % 118.93 % 3 $ 14.99 Period Ended 3/31/2023 $ 23.25 3/30/2026 $ 23.32 3.81 % 113.43 % 3 $ 16.15 Issuance Date: 4/4/2023 $ 23.25 4/3/2026 $ 23.67 3.60 % 113.01 % 3 $ 16.39 (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 2022 Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table), and as adjusted to reflect the Reverse Stock Split. For this purpose, the date on which the 2022 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. |
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) 239,860 (2) 17,11 4,103 Fair value of warrants issued on 2/14/2022 (7,160 ) (3) (130,501 ) (4) 17.11 (2,232 ) Fair value of warrants issued on 2/15/2022 (1,000 ) (3) (18,226 ) (4) 18.81 (343 ) Fair value of warrants issued on 4/4/2022 (1,000 ) (3) (16,162 ) (4) 20.59 (333 ) Fair value of warrants issued on 6/6/2022 (1,000 ) (3) (19,995 ) (4) 20.84 (417 ) Fair value of warrants issued on 8/16/2022 (1,000 ) (3) (21,222 ) (4) 16.07 (341 ) Fair value of warrants issued on 10/21/2022 (500 ) (3) (10,301 ) (4) 15.42 (159 ) Fair value of warrants issued on 12/14/2022 (1,000 ) (3) (24,096 ) (4) 13.40 (323 ) Change in fair value of warrants - - - 225 Fair value as of December 31, 2022 $ 500 (1) 12,924 (2) $ 13.93 $ 180 Fair value of warrants issued on 1/25/2023 (500 ) (3) (9,671 ) (4) 18.98 (184 ) Fair value at initial measurement date of 2/9/2023 2,000 (1) 40,457 (2) 16.38 663 Fair value of warrants issued on 2/15/2023 (1,000 ) (3) (22,801 ) (4) 14.99 (342 ) Fair value of warrants issued on 4/4/2023 (1,000 ) (3) (21,507 ) (4) 16.39 (352 ) Change in fair value of warrants - - - 35 Fair value as of December 31, 2023 $ - (1) - (2) $ - $ - (1) Amount of credit available under the 2022 Secured Note on date of inception and as of each period end date. For this purpose, the date on which the 2022 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 2022 Secured Note as of the date presented. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of the Incentive Plan activity and related information follows (in thousands except weighted-average exercise price): Summary of Stock Option Activity Shares Available for Grant Number of Options Outstanding Number of RSUs Outstanding Weighted- Average Exercise Price Balance at January 1, 2022 29 96 - $ 81.62 Increase option pool 114 - - - Options granted (3 ) 3 - 27.76 Options forfeited, cancelled or expired 6 (6 ) - 99.12 Restricted stock units vested - - - - Balance at December 31, 2022 146 93 - $ 79.07 Options granted (1 ) 1 - 26.73 Options forfeited, cancelled or expired 11 (11 ) - 67.30 Restricted stock units vested - - - - Balance at December 31, 2023 156 83 - $ 80.28 Options exercisable at December 31, 2023 80 $ 81.70 |
Schedule of Stock Based Compensation Expense | AgeX recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2023 and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 Year Ended December 31, 2023 2022 Research and development $ 9 $ 32 General and administrative 639 728 Total stock-based compensation expense $ 648 $ 760 |
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options | Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options Year Ended December 31, 2023 2022 Grant Price $ 26.73 $ 27.76 Expected life (in years) 5.15 5.58 Risk-free interest rates 4.12 % 1.74 % Volatility 118.12 % 130.71 % Dividend yield - % - % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 were as follows (in thousands): Schedule of Components of Deferred Tax Assets and Liabilities December 31, Deferred tax assets/(liabilities): 2023 2022 Net operating loss carryforwards $ 14,278 $ 12,408 Capital loss carryforwards 3,120 3,120 Research and development credit carryforwards 1,178 1,138 Patents and fixed assets 975 879 Stock-based compensation 676 643 Capitalized research expenses 414 211 Other, net 175 62 Valuation allowance (20,816) (18,461 ) 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 2023 2022 December 31, 2023 2022 Computed tax benefit at federal statutory rate 21 % 21 % Research and development and other credits - % 1 % State tax benefit, net of effect on federal income taxes 4 % (7 )% Permanent differences (4 )% - % Stock-based compensation (1 )% (2 )% Debt finance equity costs (5 )% (6 )% Return to provision and other adjustments - % (5 )% Change in valuation allowance (15 )% (2 )% Income tax rate - % - % |
Schedule of Unrecognized Tax Benefits | Schedule of Unrecognized Tax Benefits 2023 2022 December 31, 2023 2022 Balance at January 1 $ 379 $ - Additions for tax positions related to the current year 14 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 $ 393 $ 379 |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Mar. 19, 2024 | Mar. 14, 2024 | Mar. 31, 2024 | Mar. 22, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accumulated deficit | $ 131,013,000 | $ 116,210,000 | |||||
Cash Equivalents, at Carrying Value | $ 300,000 | ||||||
Juvenescence [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 75.60% | ||||||
ReCyte Therapeutics, Inc. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 100% | ||||||
NeuroAirmid [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 50% | ||||||
Juvenescence Limited [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Borrowing amount | $ 10,000,000 | ||||||
Serina Therapeutics Inc [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Loan amount | $ 10,000,000 | ||||||
ReCyte Therapeutics, Inc. [Member] | AgeX [Member] | Merger Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Ownership, percentage | 94.80% | ||||||
Subsequent Event [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reverse stock split ratio | 1 for 35.17 | ||||||
Common stock shares outstanding | 2,500,000 | ||||||
Warrant or Right, Reason for Issuance, Description | AgeX issued to each holder of AgeX common stock as of the dividend record date, March 18, 2024, three warrants (“Post-Merger Warrants”) for each five shares of AgeX common stock held by such stockholder. Each Post-Merger Warrant will be exercisable for one unit of AgeX (“AgeX Unit”) at a price equal to $13.20 per unit and will expire on July 31, 2025. Each AgeX Unit will consist of (i) one share of AgeX common stock and (ii) one warrant (“Incentive Warrant”). Each Incentive Warrant will be exercisable for one share of AgeX common stock at a price equal to $18.00 per warrant and will expire on the four-year anniversary of the closing date of the Merger | ||||||
Share based compensation arrangement, description | Immediately following the Merger, equity holders of Serina immediately prior to the closing of the Merger are expected to own approximately 75% of the outstanding shares of common stock of AgeX, and stockholders of AgeX immediately prior to the closing of the Merger are expected to own approximately 25% of the outstanding shares of common stock of AgeX, with Serina as a wholly-owned subsidiary, in each case, on a pro forma fully diluted basis, subject to certain assumptions and exclusions, including the Actual Closing Price (as defined in the Merger Agreement) of AgeX common stock being equal to or greater than $12.00 per share excluding the impact of any Post-Merger Warrant, Incentive Warrant or the issuance of any shares of AgeX common stock upon exercise of any Post-Merger Warrants or Incentive Warrants. | ||||||
Additional capital | $ 15,000,000 | ||||||
Subsequent Event [Member] | Juvenescence [Member] | Loan Facility Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,400,000 |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 345 | $ 645 | ||
Restricted cash | [1] | 50 | 50 | |
Cash, cash equivalents, and restricted cash as shown in the consolidated statements of cash flows | $ 395 | $ 695 | $ 634 | |
[1]Restricted cash entirely represents the deposit required to maintain AgeX’s corporate credit card program. |
Schedule of Disaggregated of Re
Schedule of Disaggregated of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Total revenues | $ 142 | $ 34 |
Grant Revenues [Member] | ||
Product Information [Line Items] | ||
Total revenues | 77 | |
Other Revenues [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 65 | $ 34 |
Schedule of Disaggregated Geogr
Schedule of Disaggregated Geographical Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 142 | $ 34 |
UNITED STATES | ||
Total revenues | 90 | 10 |
Foreign [Member] | ||
Total revenues | $ 52 | $ 24 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities | 91 | 94 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities | [1] | 352 | 272 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities | |||
[1]As of December 31, 2023 and 2022, warrants to purchase 320,115 344,875 Related Party Transactions |
Schedule of Antidilutive Secu_2
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrant to purchase shares of common stock | 53,980 | |
Loan Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrant to purchase shares of common stock | 320,115 | 344,875 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash and cash equivalents | $ 345,000 | $ 645,000 | |
Finite lived intangible asset useful life | 10 years | ||
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. | ||
Revenues | $ 142,000 | 34,000 | |
National Institutes of Health [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Revenues | $ 341,000 | 77,000 | |
Lease Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Base rent | $ 844 | $ 1,074 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 1,312 | $ 1,312 |
Accumulated amortization | (705) | (574) |
Total intangible assets, net | $ 607 | $ 738 |
Schedule of Amortization Assets
Schedule of Amortization Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2024 | $ 131 |
2025 | 131 |
2026 | 132 |
2027 | 131 |
2028 | 82 |
Total | $ 607 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 1,413 | $ 568 |
Accrued vendors and other expenses | 529 | 273 |
Accrued compensation and severance expenses | 234 | 193 |
Total accounts payable and accrued liabilities | $ 2,176 | $ 1,034 |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 13, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Value of common stock issued for acquisition | $ 4,300,000 | ||
Estimated useful life | 10 years | ||
Royalty percentage | 1% | ||
Amortization expense of intangible assets | $ 131,000 | $ 132,000 | |
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 | 2,274 | ||
Value of common stock issued for acquisition | $ 240,000 | ||
Aggregate of acquisition cost | $ 1,300,000 |
Convertible Note Receivable (De
Convertible Note Receivable (Details Narrative) - USD ($) | Dec. 31, 2023 | Mar. 15, 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 | ||
Debt interest rate | 20% | ||
Stockholder outstanding percentage | 80% | ||
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 | ||
Debt interest rate | 7% | ||
Accrued interest | $ 10,544,000 | ||
Juvenescence Limited [Member] | Secured Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 5,000,000 | ||
Outstanding percent | 100% |
Schedule of Debt Issuance Costs
Schedule of Debt Issuance Costs and Debt Balances (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt [Member] | |
Short-Term Debt [Line Items] | |
Drawdown of Funds | $ 28,160 |
Origination Fee | 1,590 |
Debt Exchanged for Preferred Stock | (25,993) |
Total Debt | 3,757 |
Debt Issuance Costs | (9,003) |
Amortization of Debt Issuance Costs | 8,918 |
Total Debt, Net | 3,672 |
Total Debt Net [Member] | |
Short-Term Debt [Line Items] | |
Drawdown of Funds | 38,160 |
Origination Fee | 2,290 |
Debt Exchanged for Preferred Stock | (36,000) |
Total Debt | 4,450 |
Debt Issuance Costs | (9,669) |
Amortization of Debt Issuance Costs | 9,584 |
Total Debt, Net | 4,365 |
2020 Loan Agreement [Member] | |
Short-Term Debt [Line Items] | |
Drawdown of Funds | 8,000 |
Origination Fee | |
Debt Exchanged for Preferred Stock | (8,000) |
Total Debt | |
Debt Issuance Costs | (2,806) |
Amortization of Debt Issuance Costs | 2,806 |
Total Debt, Net | |
2022 Secured Note [Member] | |
Short-Term Debt [Line Items] | |
Drawdown of Funds | 20,160 |
Origination Fee | 1,590 |
Debt Exchanged for Preferred Stock | (17,993) |
Total Debt | 3,757 |
Debt Issuance Costs | (6,197) |
Amortization of Debt Issuance Costs | 6,112 |
Total Debt, Net | 3,672 |
2023 Secured Note [Member] | |
Short-Term Debt [Line Items] | |
Drawdown of Funds | 10,000 |
Origination Fee | 700 |
Debt Exchanged for Preferred Stock | (10,007) |
Total Debt | 693 |
Debt Issuance Costs | (666) |
Amortization of Debt Issuance Costs | 666 |
Total Debt, Net | $ 693 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 21, 2023 | Jul. 31, 2023 | Jul. 24, 2023 | May 09, 2023 | Mar. 13, 2023 | Feb. 09, 2023 | Feb. 14, 2022 | Nov. 08, 2021 | Feb. 10, 2021 | Mar. 30, 2020 | Aug. 13, 2019 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 05, 2023 | Nov. 15, 2023 | Nov. 09, 2023 | Oct. 31, 2023 | Oct. 03, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Warrant purchase | 53,980 | ||||||||||||||||||||||
Warrants outstanding | [1] | 12,924 | [1] | ||||||||||||||||||||
Common stock, shares, outstanding | 1,079,000 | 1,079,000 | |||||||||||||||||||||
Line of credit facility | $ 2,000,000,000 | ||||||||||||||||||||||
Common stock held | 250,000 | ||||||||||||||||||||||
Convertiable promissoty note | $ 105,000,000 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 25,000,000 | ||||||||||||||||||||||
Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 16,660,000 | $ 16,660,000 | |||||||||||||||||||||
Secured debt | 20,160,000 | ||||||||||||||||||||||
Proceeds from issuance of secured debt | 7,500,000 | ||||||||||||||||||||||
Debt instrument, indebtedness | 17,992,800 | ||||||||||||||||||||||
Loan fee | 1,332,800 | ||||||||||||||||||||||
Convertiable promissoty note | 25,000,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Secured debt | $ 15,160,000 | ||||||||||||||||||||||
2022 Warrants [Member] | |||||||||||||||||||||||
Warrants exercise price, minimum | $ 20.75 | ||||||||||||||||||||||
Warrants exercise price, maximum | $ 30.94 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Common stock, shares, outstanding | 1,079,080 | 1,079,022 | |||||||||||||||||||||
Proceeds from issuance costs | $ 10,000,000 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | |||||||||||||||||||||||
Line of credit | $ 8,000,000 | ||||||||||||||||||||||
Line of credit, term | 18 months | ||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 8,000,000 | ||||||||||||||||||||||
Common stock, shares | 810 | ||||||||||||||||||||||
Line of credit, current borrowing capacity | $ 3,000,000 | ||||||||||||||||||||||
Warrant purchase | 104,365 | ||||||||||||||||||||||
Warrants outstanding | 25,628 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant purchase | 104,365 | ||||||||||||||||||||||
Common stock, shares, outstanding | 25,628 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | 2020 Warrants [Member] | |||||||||||||||||||||||
Warrants exercise price, minimum | $ 28.49 | ||||||||||||||||||||||
Warrants exercise price, maximum | $ 66.65 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | Extended Maturity [Member] | |||||||||||||||||||||||
Line of credit, extended maturity date | Mar. 30, 2024 | ||||||||||||||||||||||
2020 Loan Agreement [Member] | |||||||||||||||||||||||
Extinguishment of debt | 8,000,000 | ||||||||||||||||||||||
2022 Secured Convertible Promissory Note and Security Agreement [Member] | |||||||||||||||||||||||
Line of credit | $ 13,160,000 | ||||||||||||||||||||||
Line of credit, term | 12 months | ||||||||||||||||||||||
Line of credit facility, current borrowing capacity | $ 7,160,000 | ||||||||||||||||||||||
Line of credit facility | 8,160,000 | ||||||||||||||||||||||
2022 Secured Convertible Promissory Note and Security Agreement [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||
Increase in line of credit | $ 4,000,000 | $ 2,000,000 | |||||||||||||||||||||
Fourth Amendment [Member] | |||||||||||||||||||||||
Debt conversion description | 19.9 | ||||||||||||||||||||||
2022 Secured Note [Member] | |||||||||||||||||||||||
Line of credit | $ 500,000 | $ 500,000 | $ 4,400,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||
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; | ||||||||||||||||||||||
Registration Rights Agreements [Member] | |||||||||||||||||||||||
Line of credit facility, description | AgeX executed that certain Letter of Indemnification in Lieu of or Supplemental to a Medallion Signature Guarantee (the “ETC Letter of Indemnification”), pursuant to which AgeX agreed to indemnify Equiniti Trust Company LLC and its affiliates, successors and assigns (the “ETC Indemnity”) from and against any and all claims, damages, liabilities or losses arising out of the transfer 467,657 shares of AgeX common stock held by Juvenescence US Corp. to JuvVentures (the “JUV US Share Transfer”). | 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 467,657 shares of AgeX common stock held by Juvenescence and 92,358 shares of AgeX common stock that may be issued upon the exercise of warrants held by Juvenescence. | |||||||||||||||||||||
Juvenescence Limited [Member] | |||||||||||||||||||||||
Extinguishment of debt | $ 36,000,000 | $ 36,000,000 | |||||||||||||||||||||
Proceeds from issuance costs | $ 25,000,000 | ||||||||||||||||||||||
Common stock outstanding percentage | 85% | ||||||||||||||||||||||
Juvenescence Limited [Member] | Minimum [Member] | |||||||||||||||||||||||
Proceeds from issuance costs | $ 10,000,000 | ||||||||||||||||||||||
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] | Derivatives and Hedging [Member] | |||||||||||||||||||||||
Common stock outstanding percentage | 15% | ||||||||||||||||||||||
Juvenescence [Member] | |||||||||||||||||||||||
Line of credit outstanding principal | $ 2,500,000 | ||||||||||||||||||||||
Warrant purchase | 294,482 | ||||||||||||||||||||||
Reimbursement | $ 280,000 | ||||||||||||||||||||||
Accounts payable | 66,000 | $ 141,000 | |||||||||||||||||||||
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 agreed to 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 2023 Secured Note into shares of AgeX common stock, (ii) repayment of the 2023 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 2023 Secured Note following an Event of Default as defined in the 2023 Secured Note. | ||||||||||||||||||||||
Juvenescence [Member] | 2019 Loan Agreement [Member] | |||||||||||||||||||||||
Line of credit | $ 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 | ||||||||||||||||||||||
Line of credit outstanding principal | 7,000,000 | ||||||||||||||||||||||
Origination fee | $ 160,000 | ||||||||||||||||||||||
[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. |
Schedule of Warrants Liabilitie
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model (Details) - $ / shares | 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 | Aug. 15, 2022 | Jun. 30, 2022 | Jun. 06, 2022 | Apr. 04, 2022 | Mar. 31, 2022 | Feb. 15, 2022 | Feb. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Interest Rate (annual) | 4.12% | 1.74% | ||||||||||||||||||
Volatility (annual) | 118.12% | 130.71% | ||||||||||||||||||
Time to Maturity (Years) | 5 years 1 month 24 days | 5 years 6 months 29 days | ||||||||||||||||||
Calculated fair value per share | $ 24.48 | $ 22.41 | $ 24.48 | |||||||||||||||||
Inception Date [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise Price | [1] | $ 24.72 | $ 27.43 | |||||||||||||||||
Warrant Expiration Date | [2] | Feb. 08, 2026 | Feb. 13, 2025 | |||||||||||||||||
Stock Price | [3] | $ 23.20 | $ 24.32 | |||||||||||||||||
Interest Rate (annual) | [4] | 4.15% | 1.80% | |||||||||||||||||
Volatility (annual) | [5] | 118.94% | 122.99% | |||||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | ||||||||||||||||||
Calculated fair value per share | $ 16.38 | $ 17.11 | ||||||||||||||||||
Issuance Date [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise Price | [1] | $ 23.25 | $ 21.93 | $ 25.85 | $ 20.75 | $ 24.27 | $ 23.56 | $ 25.01 | $ 30.94 | $ 27.43 | $ 27.43 | |||||||||
Warrant Expiration Date | [2] | Apr. 03, 2026 | Feb. 14, 2026 | Jan. 24, 2026 | Dec. 13, 2025 | Oct. 20, 2025 | Aug. 15, 2025 | Jun. 05, 2025 | Apr. 03, 2025 | Feb. 14, 2025 | Feb. 13, 2025 | |||||||||
Stock Price | [3] | $ 23.67 | $ 21.10 | $ 26.42 | $ 18.99 | $ 21.81 | $ 22.51 | $ 28.14 | $ 28.79 | $ 26.28 | $ 24.32 | |||||||||
Interest Rate (annual) | [4] | 3.60% | 4.35% | 3.84% | 3.94% | 4.52% | 3.19% | 2.94% | 2.61% | 1.80% | 1.80% | |||||||||
Volatility (annual) | [5] | 113.01% | 118.93% | 119.17% | 120.01% | 120.51% | 121.37% | 122.62% | 123.31% | 123.28% | 122.99% | |||||||||
Time to Maturity (Years) | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | ||||||||||
Calculated fair value per share | $ 16.39 | $ 14.99 | $ 18.98 | $ 13.40 | $ 15.42 | $ 16.07 | $ 20.84 | $ 20.59 | $ 18.81 | $ 17.11 | ||||||||||
Period Ending [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise Price | [1] | $ 23.25 | $ 19.34 | $ 21.45 | $ 21.10 | $ 33.06 | 19.34 | |||||||||||||
Warrant Expiration Date | [2] | Mar. 30, 2026 | Dec. 30, 2025 | Sep. 29, 2025 | Jun. 29, 2025 | Mar. 30, 2025 | ||||||||||||||
Stock Price | [3] | $ 23.32 | $ 19.41 | $ 19.75 | $ 20.27 | $ 30.04 | 19.41 | |||||||||||||
Interest Rate (annual) | [4] | 3.81% | 4.22% | 4.25% | 2.99% | 2.45% | ||||||||||||||
Volatility (annual) | [5] | 113.43% | 119.31% | 121.49% | 122.21% | 123.28% | ||||||||||||||
Time to Maturity (Years) | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||
Calculated fair value per share | $ 16.15 | $ 13.93 | $ 14.09 | $ 14.53 | $ 21.36 | $ 13.93 | ||||||||||||||
[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 2022 Secured Note (with such drawdown notice delivery date being shown as the Issuance Date in the table), and as adjusted to reflect the Reverse Stock Split. For this purpose, the date on which the 2022 Secured Note was amended and restated to increase the line of credit by $ 2,000,000 |
Schedule of Warrants Liabilit_2
Schedule of Warrants Liabilities And Stock Option Awards using a Black-Scholes Option-Pricing Model (Details) (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) |
Warrant Liability | |
Lines of credit current | $ 2,000,000 |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding and Fair Values (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | $ 500 | [1] | ||
Fair value as of period beginning balance, shares | 12,924 | [2] | ||
Fair value as of period beginning balance, fair value per share | $ 13.93 | |||
Fair value as of period beginning balance, fair value | $ 180 | |||
Fair value as of period beginning balance | 35 | 225 | ||
Fair value as of period beginning balance | [2] | |||
Fair value as of period beginning balance, shares | [3] | |||
Fair value as of period beginning balance, fair value per share | ||||
Fair value as of period beginning balance, fair value | $ 35 | $ 225 | ||
Fair value as of period beginning balance | [1] | $ 500 | ||
Fair value as of period beginning balance, shares | [2] | 12,924 | ||
Fair value as of period beginning balance, fair value per share | $ 13.93 | |||
Fair value as of period beginning balance, fair value | $ 180 | |||
2022 Secured Note [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Line of credit increase | 2,000,000 | |||
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] | $ 13,160 | ||
Fair value as of period beginning balance, shares | [2] | 239,860 | ||
Fair value as of period beginning balance, fair value per share | $ 17.11 | |||
Fair value as of period beginning balance, fair value | $ 4,103 | |||
2/14/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (7,160) | ||
Fair value as of period beginning balance, shares | [3] | (130,501) | ||
Fair value as of period beginning balance, fair value per share | $ 17.11 | |||
Fair value as of period beginning balance, fair value | $ (2,232) | |||
2/15/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (18,226) | ||
Fair value as of period beginning balance, fair value per share | $ 18.81 | |||
Fair value as of period beginning balance, fair value | $ (343) | |||
4/4/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (16,162) | ||
Fair value as of period beginning balance, fair value per share | $ 20.59 | |||
Fair value as of period beginning balance, fair value | $ (333) | |||
6/6/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (19,995) | ||
Fair value as of period beginning balance, fair value per share | $ 20.84 | |||
Fair value as of period beginning balance, fair value | $ (417) | |||
8/16/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (21,222) | ||
Fair value as of period beginning balance, fair value per share | $ 16.07 | |||
Fair value as of period beginning balance, fair value | $ (341) | |||
10/21/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (500) | ||
Fair value as of period beginning balance, shares | [3] | (10,301) | ||
Fair value as of period beginning balance, fair value per share | $ 15.42 | |||
Fair value as of period beginning balance, fair value | $ (159) | |||
12/14/2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (24,096) | ||
Fair value as of period beginning balance, fair value per share | $ 13.40 | |||
Fair value as of period beginning balance, fair value | $ (323) | |||
1/25/2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (500) | ||
Fair value as of period beginning balance, shares | [3] | (9,671) | ||
Fair value as of period beginning balance, fair value per share | $ 18.98 | |||
Fair value as of period beginning balance, fair value | $ (184) | |||
9/2/2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [1] | $ 2,000 | ||
Fair value as of period beginning balance, shares | [2] | 40,457 | ||
Fair value as of period beginning balance, fair value per share | $ 16.38 | |||
Fair value as of period beginning balance, fair value | $ 663 | |||
2/15/2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (22,801) | ||
Fair value as of period beginning balance, fair value per share | $ 14.99 | |||
Fair value as of period beginning balance, fair value | $ (342) | |||
4/4/2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value as of period beginning balance | [4] | $ (1,000) | ||
Fair value as of period beginning balance, shares | [3] | (21,507) | ||
Fair value as of period beginning balance, fair value per share | $ 16.39 | |||
Fair value as of period beginning balance, fair value | $ (352) | |||
[1]Amount of credit available under the 2022 Secured Note on date of inception and as of each period end date. For this purpose, the date on which the 2022 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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss on change in fair value of warrants | $ 35,000 | $ 225,000 |
Juvenescence [Member] | ||
Loan funds | 4,000,000 | |
Warrant [Member] | ||
Secured debt | $ 15,160,000 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 24, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Mar. 14, 2024 | Feb. 01, 2024 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
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. | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,079,000 | 1,079,000 | ||||
Common stock, shares outstanding | 1,079,000 | 1,079,000 | ||||
Warrant to purchase share of common stock | 53,980 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 1,079,080 | 1,079,022 | ||||
Common stock, shares outstanding | 1,079,080 | 1,079,022 | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares converted | 1,421,666 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Subscriptions price | $ 100,000 | |||||
Preferred stock closing price | $ 0.72 | |||||
Juvenescence Limited [Member] | ||||||
Class of Stock [Line Items] | ||||||
Extinguishment of debt | $ 36,000,000 | $ 36,000,000 | ||||
Juvenescence Limited [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares converted | 1,421,666 | |||||
Common stock, shares issued | 1,889,323 | |||||
Juvenescence Limited [Member] | Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 211,600 | |||||
Juvenescence Limited [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 148,400 | |||||
Juvenescence [Member] | ||||||
Class of Stock [Line Items] | ||||||
Line of credit facility | $ 2,500,000 | |||||
Warrant to purchase share of common stock | 294,482 | |||||
Juvenescence [Member] | Issuance and Sale of Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrant to purchase share of common stock | 53,980 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Incentive Plan [Member] - Employee Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant, beginning balance | 146 | 29 |
Number of options outstanding, beginning balance | 93 | 96 |
Number of RSUs outstanding, beginning balance | ||
Weighted average exercise price, outstanding, beginning balance | $ 79.07 | $ 81.62 |
Shares available for grant increase option pool | 114 | |
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 | (1) | (3) |
Number of options outstanding, options granted | 1 | 3 |
Number of RSUs outstanding, options granted | ||
Weighted average exercise price, options granted | $ 26.73 | $ 27.76 |
Shares available for grant, options forfeited, cancelled or expired | 11 | 6 |
Number of options outstanding, options forfeited, cancelled or expired | (11) | (6) |
Number of RSUs outstanding, options forfeited, cancelled or expired | ||
Weighted average exercise price, options forfeited, cancelled or expired | $ 67.30 | $ 99.12 |
Shares available for grant, restricted stock units vested | ||
Number of options outstanding, restricted stock units vested | ||
Number of RSUs outstanding, restricted stock units vested | ||
Weighted average exercise price, restricted stock units vested | ||
Shares available for grant, ending balance | 156 | 146 |
Number of options outstanding, ending balance | 83 | 93 |
Number of RSUs outstanding, ending balance | ||
Weighted average exercise price, outstanding, ending balance | $ 80.28 | $ 79.07 |
Number of options outstanding, exercisable, ending balance | 80 | |
Weighted average exercise price, exercisable, ending balance | $ 81.70 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 648 | $ 760 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 9 | 32 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 639 | $ 728 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions to Calculate Fair Value of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Grant Price | $ 26.73 | $ 27.76 |
Expected life (in years) | 5 years 1 month 24 days | 5 years 6 months 29 days |
Risk-free interest rates | 4.12% | 1.74% |
Volatility | 118.12% | 130.71% |
Dividend yield |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options exercised | 0 | 0 |
Options granted and outstanding exercised | $ 6,600,000 | |
Total unrecognized compensation expense | $ 68,000 | |
Recognized over weighted average period | 1 year 4 months 9 days | |
Weighted-average estimated fair value of stock options granted | $ 22.41 | $ 24.48 |
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] | Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options exercisable | $ 100,000 | |
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. | |
Two Thousand Seventeen Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of common stock reserved | 241,683 | |
Granted options description | No person shall be granted, during any one year period, options to purchase, or SARs with respect to, more than 28,433 shares in the aggregate, or any Awards of Restricted Stock or RSUs with respect to more than 14,216 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 | 28,433 | |
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 | 14,216 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 14,278 | $ 12,408 |
Capital loss carryforwards | 3,120 | 3,120 |
Research and development credit carryforwards | 1,178 | 1,138 |
Patents and fixed assets | 975 | 879 |
Stock-based compensation | 676 | 643 |
Capitalized research expenses | 414 | 211 |
Other, net | 175 | 62 |
Valuation allowance | (20,816) | (18,461) |
Total net deferred tax assets |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed tax benefit at federal statutory rate | 21% | 21% |
Research and development and other credits | 1% | |
State tax benefit, net of effect on federal income taxes | 4% | (7.00%) |
Permanent differences | (4.00%) | |
Stock-based compensation | (1.00%) | (2.00%) |
Debt finance equity costs | (5.00%) | (6.00%) |
Return to provision and other adjustments | (5.00%) | |
Change in valuation allowance | (15.00%) | (2.00%) |
Income tax rate |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | $ 379 | |
Additions for tax positions related to the current year | 14 | 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 | $ 393 | $ 379 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Net loss from operations | $ 14,800,000 | $ 10,500,000 |
Net operating losses | 59,700,000 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,178,000 | 1,138,000 |
Deferred tax assets capital loss carry forwards | 3,120,000 | $ 3,120,000 |
Income tax provisions | $ 0 | |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Amortized over Period | 5 years | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 700,000 | |
Tax Credit Carryforward, Description | The federal tax credits expire between 2028 and 2043, 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 | 500,000 | |
Deferred tax assets capital loss carry forwards | $ 5,900,000 | |
Other Income Tax Matters [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax description | 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 has similar rules | |
California Purposes [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 19,800,000 | |
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 2043. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jul. 24, 2023 | May 17, 2023 | Apr. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (14,803,000) | $ (10,462,000) | |||
Juvenescence Limited [Member] | |||||
Extinguishment of debt | $ 36,000,000 | ||||
Continuing Operations [Member] | |||||
Net loss | $ 2,000,000 | $ 2,000,000 | |||
Segment Continuing Operations One [Member] | |||||
Net loss | 4,000,000 | 4,000,000 | |||
Segment Continuing Operations Two [Member] | |||||
Net loss | $ 6,000,000 | $ 6,000,000 | |||
Lease Agreement [Member] | |||||
Lease and rental expense | $ 844 | $ 1,074 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 14, 2024 | Jul. 31, 2023 | Mar. 20, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2024 | |
Subsequent Event [Line Items] | ||||||
Proceeds from line of credit | $ 17,500,000 | $ 6,000,000 | ||||
Common Stock, Shares, Issued | 1,079,000 | 1,079,000 | ||||
Juvenescence Limited [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock outstanding percentage | 85% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split ratio | 1 for 35.17 | |||||
Subsequent Event [Member] | Juvenescence Limited [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred Stock, Convertible, Shares Issuable | 1,421,666 | |||||
Common Stock, Shares, Issued | 1,889,323 | |||||
Common stock outstanding percentage | 75.60% | |||||
2022 Secured Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from line of credit | $ 5,800,000 |